Unassociated Document


     

    

       

      STRUCTURED
        ASSET MORTGAGE INVESTMENTS II INC.,

      DEPOSITOR

       

      WELLS
        FARGO BANK, N.A.,

      TRUSTEE

       

      and

       

      EMC
        MORTGAGE CORPORATION,

      SELLER
        AND MASTER SERVICER 

       

      POOLING
        AND SERVICING AGREEMENT

       

      Dated
        as
        of April 1, 2007

       

      Structured
        Asset Mortgage Investments II Inc.

      Bear
        Stearns ARM Trust, Mortgage Pass-Through Certificates

       

      Series
        2007-3

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      TABLE
        OF
        CONTENTS

       

      
        

          
            	
                    ARTICLE
                      I DEFINITIONS

                     

                  
	
                    ARTICLE
                      II CONVEYANCE
                      OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

                  
	
                    Section
                      2.01

                  	
                    Conveyance
                      of Mortgage Loans to Trustee.

                  
	
                    Section
                      2.02

                  	
                    Acceptance
                      of Mortgage Loans by Trustee.

                  
	
                    Section
                      2.03

                  	
                    Assignment
                      of Interest in the Mortgage Loan Purchase Agreement.

                  
	
                    Section
                      2.04

                  	
                    Substitution
                      of Mortgage Loans.

                  
	
                    Section
                      2.05

                  	
                    Issuance
                      of Certificates.

                  
	
                    Section
                      2.06

                  	
                    Representations
                      and Warranties Concerning the Depositor.

                  
	
                    Section
                      2.07

                  	
                    Purposes
                      and Powers of the Trust.

                  
	
                    Section
                      2.08

                  	
                    Delivery
                      of Opinion of Counsel in Connection with Substitutions and
                      Purchases.

                     

                  
	
                    ARTICLE
                      III ADMINISTRATION
                      AND MASTER SERVICING OF MORTGAGE LOANS; SEC REPORTING

                  
	
                    Section
                      3.01

                  	
                    Master
                      Servicer.

                  
	
                    Section
                      3.02

                  	
                    REMIC-Related
                      Covenants.

                  
	
                    Section
                      3.03

                  	
                    Monitoring
                      of Servicer.

                  
	
                    Section
                      3.04

                  	
                    Fidelity
                      Bond.

                  
	
                    Section
                      3.05

                  	
                    Power
                      to Act; Procedures.

                  
	
                    Section
                      3.06

                  	
                    Due-on-Sale
                      Clauses; Assumption Agreements.

                  
	
                    Section
                      3.07

                  	
                    Release
                      of Mortgage Files.

                  
	
                    Section
                      3.08

                  	
                    Documents,
                      Records and Funds in Possession of Master Servicer To Be Held
                      for
                      Trustee.

                  
	
                    Section
                      3.09

                  	
                    Standard
                      Hazard Insurance and Flood Insurance Policies.

                  
	
                    Section
                      3.10

                  	
                    Presentment
                      of Claims and Collection of Proceeds.

                  
	
                    Section
                      3.11

                  	
                    Maintenance
                      of the Primary Mortgage Insurance Policies.

                  
	
                    Section
                      3.12

                  	
                    Trustee
                      to Retain Possession of Certain Insurance Policies and
                      Documents.

                  
	
                    Section
                      3.13

                  	
                    Realization
                      Upon Defaulted Mortgage Loans.

                  
	
                    Section
                      3.14

                  	
                    Compensation
                      for the Master Servicer.

                  
	
                    Section
                      3.15

                  	
                    REO
                      Property.

                  
	
                    Section
                      3.16

                  	
                    Annual
                      Statement as to Compliance.

                  
	
                    Section
                      3.17

                  	
                    Assessments
                      of Compliance and Attestation Reports.

                  
	
                    Section
                      3.18

                  	
                    Reports
                      Filed with Securities and Exchange Commission.

                  
	
                    Section
                      3.19

                  	
                    UCC.

                  
	
                    Section
                      3.20

                  	
                    Optional
                      Purchase of Defaulted Mortgage Loans.

                  
	
                    Section
                      3.21

                  	
                    Intention
                      of the Parties and Interpretation.

                     

                  
	
                    ARTICLE
                      IV ACCOUNTS

                  
	
                    Section
                      4.01

                  	
                    Protected
                      Accounts.

                  
	
                    Section
                      4.02

                  	
                    Master
                      Servicer Collection Account.

                  
	
                    Section
                      4.03

                  	
                    Permitted
                      Withdrawals From the Master Servicer Collection
                      Account.

                  
	
                    Section
                      4.04

                  	
                    Distribution
                      Account.

                  
	
                    Section
                      4.05

                  	
                    Permitted
                      Withdrawals and Transfers from the Distribution Account.

                     

                  
	
                    ARTICLE
                      V CERTIFICATES

                  
	
                    Section
                      5.01

                  	
                    Certificates.

                  
	
                    Section
                      5.02

                  	
                    Registration
                      of Transfer and Exchange of Certificates.

                  
	
                    Section
                      5.03

                  	
                    Mutilated,
                      Destroyed, Lost or Stolen Certificates.

                  
	
                    Section
                      5.04

                  	
                    Persons
                      Deemed Owners.

                  
	
                    Section
                      5.05

                  	
                    Transfer
                      Restrictions on Residual Certificates.

                  
	
                    Section
                      5.06

                  	
                    Restrictions
                      on Transferability of Certificates.

                  
	
                    Section
                      5.07

                  	
                    ERISA
                      Restrictions.

                  
	
                    Section
                      5.08

                  	
                    Rule
                      144A Information.

                     

                  
	
                    ARTICLE
                      VI PAYMENTS
                      TO CERTIFICATEHOLDERS

                  
	
                    Section
                      6.01

                  	
                    Distributions
                      on the Certificates.

                  
	
                    Section
                      6.02

                  	
                    Allocation
                      of Losses.

                  
	
                    Section
                      6.03

                  	
                    Payments.

                  
	
                    Section
                      6.04

                  	
                    Statements
                      to Certificateholders.

                  
	
                    Section
                      6.05

                  	
                    Monthly
                      Advances.

                  
	
                    Section
                      6.06

                  	
                    Compensating
                      Interest Payments.

                     

                  
	
                    ARTICLE
                      VII THE
                      MASTER SERVICER

                  
	
                    Section
                      7.01

                  	
                    Liabilities
                      of the Master Servicer.

                  
	
                    Section
                      7.02

                  	
                    Merger
                      or Consolidation of the Master Servicer.

                  
	
                    Section
                      7.03

                  	
                    Indemnification
                      of the Master Servicer.

                  
	
                    Section
                      7.04

                  	
                    Limitations
                      on Liability of the Master Servicer and Others.

                  
	
                    Section
                      7.05

                  	
                    Master
                      Servicer Not to Resign.

                  
	
                    Section
                      7.06

                  	
                    Successor
                      Master Servicer.

                  
	
                    Section
                      7.07

                  	
                    Sale
                      and Assignment of Master Servicing.

                     

                  
	
                    ARTICLE
                      VIII DEFAULT

                  
	
                    Section
                      8.01

                  	
                    Events
                      of Default.

                  
	
                    Section
                      8.02

                  	
                    Trustee
                      to Act; Appointment of Successor.

                  
	
                    Section
                      8.03

                  	
                    Notification
                      to Certificateholders.

                  
	
                    Section
                      8.04

                  	
                    Waiver
                      of Defaults.

                  
	
                    Section
                      8.05

                  	
                    List
                      of Certificateholders.

                     

                  
	
                    ARTICLE
                      IX CONCERNING
                      THE TRUSTEE

                  
	
                    Section
                      9.01

                  	
                    Duties
                      of Trustee.

                  
	
                    Section
                      9.02

                  	
                    Certain
                      Matters Affecting the Trustee.

                  
	
                    Section
                      9.03

                  	
                    Trustee
                      Not Liable for Certificates or Mortgage Loans.

                  
	
                    Section
                      9.04

                  	
                    Trustee
                      May Own Certificates.

                  
	
                    Section
                      9.05

                  	
                    Trustee’s
                      Fees and Expenses.

                  
	
                    Section
                      9.06

                  	
                    Eligibility
                      Requirements for Trustee.

                  
	
                    Section
                      9.07

                  	
                    Insurance.

                  
	
                    Section
                      9.08

                  	
                    Resignation
                      and Removal of the Trustee.

                  
	
                    Section
                      9.09

                  	
                    Successor
                      Trustee.

                  
	
                    Section
                      9.10

                  	
                    Merger
                      or Consolidation of Trustee.

                  
	
                    Section
                      9.11

                  	
                    Appointment
                      of Co-Trustee or Separate Trustee.

                  
	
                    Section
                      9.12

                  	
                    Federal
                      Information Returns and Reports to Certificateholders; REMIC
                      Administration.

                     

                  
	
                    ARTICLE
                      X TERMINATION

                  
	
                    Section
                      10.01

                  	
                    Termination
                      Upon Repurchase by the Depositor or its Designee or Liquidation
                      of the
                      Mortgage Loans.

                  
	
                    Section
                      10.02

                  	
                    Additional
                      Termination Requirements.

                     

                  
	
                    ARTICLE
                      XI
                      [RESERVED]

                  	
                     

                     

                  
	
                    ARTICLE
                      XII
                      MISCELLANEOUS PROVISIONS

                  
	
                    Section
                      12.01

                  	
                    Intent
                      of Parties.

                  
	
                    Section
                      12.02

                  	
                    Amendment.

                  
	
                    Section
                      12.03

                  	
                    Recordation
                      of Agreement.

                  
	
                    Section
                      12.04

                  	
                    Limitation
                      on Rights of Certificateholders.

                  
	
                    Section
                      12.05

                  	
                    Acts
                      of Certificateholders.

                  
	
                    Section
                      12.06

                  	
                    Governing
                      Law.

                  
	
                    Section
                      12.07

                  	
                    Notices.

                  
	
                    Section
                      12.08

                  	
                    Severability
                      of Provisions.

                  
	
                    Section
                      12.09

                  	
                    Successors
                      and Assigns.

                  
	
                    Section
                      12.10

                  	
                    Article
                      and Section Headings.

                  
	
                    Section
                      12.11

                  	
                    Counterparts.

                  
	
                    Section
                      12.12

                  	
                    Notice
                      to Rating Agencies.

                  


          

        

      

       

      


      EXHIBITS

       

      
        	
                Exhibit
                  A-1

              	
                -

              	
                Form
                  of Class A Certificates and Class X Certificates
                  

              


      

      
        	
                Exhibit
                  A-2

              	
                -

              	
                Form
                  of Class B Certificates

              


      

      
        	
                Exhibit
                  A-3

              	
                -

              	
                Form
                  of Class R Certificates

              


      

      
        	
                Exhibit
                  B

              	
                -

              	
                Mortgage
                  Loan Schedule

              


      

      
        	
                Exhibit
                  C

              	
                -

              	
                [Reserved]

              


      

      
        	
                Exhibit
                  D

              	
                -

              	
                Request
                  for Release of Documents - Treasury
                  Bank

              


      

      
        	
                Exhibit
                  E-1

              	
                -

              	
                Form
                  of Transferee Affidavit and Agreement pursuant to Section
                  860E(e)(4)

              


      

      
        	
                Exhibit
                  E-2

              	
                -

              	
                Form
                  of Transferor Certificate 

              


      

      
        	
                Exhibit
                  F-1

              	
                -

              	
                Form
                  of Investment Letter

              


      

      
        	
                Exhibit
                  F-2

              	
                -

              	
                Form
                  of Rule 144A and Related Matters
                  Certificate

              


      

      
        	
                Exhibit
                  G

              	
                -

              	
                Form
                  of Custodial Agreement

              


      

      
        	
                Exhibit
                  H 

              	
                -

              	
                Countrywide
                  Servicing Agreement

              


      

      
        	
                Exhibit
                  I

              	
                -

              	
                Assignment
                  Agreement

              


      

      
        	
                Exhibit
                  J

              	
                -

              	
                Mortgage
                  Loan Purchase Agreement

              


      

      
        	
                Exhibit
                  K

              	
                -

              	
                [Reserved]

              


      

      
        	
                Exhibit
                  L

              	
                -

              	
                Form
                  of Back-Up Certification

              


      

      
        	
                Exhibit
                  M

              	
                -

              	
                Servicing
                  Criteria to Be Addressed in Assessment of
                  Compliance

              


      

      
        	
                Exhibit
                  N

              	
                -

              	
                Form
                  10-D, Form 8-K and Form 10-K Reporting
                  Responsibility

              


      

      
        	
                Exhibit
                  O

              	
                -

              	
                Additional
                  Disclosure Notification

              


      

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      POOLING
        AND SERVICING AGREEMENT

       

      Pooling
        and Servicing Agreement, dated as of April 1, 2007, among Structured Asset
        Mortgage Investments II Inc., as depositor, EMC Mortgage Corporation, as
        seller
        in such capacity, the “Seller”) and master servicer (in such capacity, the
“Master Servicer”) and Wells Fargo Bank, N.A., as trustee (the
“Trustee”).

       

      PRELIMINARY
        STATEMENT

       

      On
        or
        prior to the Closing Date, the Depositor acquired the Mortgage Loans from
        the
        Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and
        certain other property to the Trust Fund and receive in consideration therefor
        Certificates evidencing the entire beneficial ownership interest in the Trust
        Fund. 

       

      The
        Trustee shall make an election for the assets constituting REMIC I to be
        treated
        for federal income tax purposes as a REMIC. On the Startup Day, the REMIC
        I
        Regular Interests will be designated the “regular interests” in such REMIC, and
        the Class R-I Certificates will be designated the sole class of “residual
        interests” in such REMIC.

       

      The
        Trustee shall make an election for the assets constituting REMIC II to be
        treated for federal income tax purposes as a REMIC. On the Startup Day, the
        REMIC II Regular Interests will be designated the “regular interests” in such
        REMIC, and the Class R-II Certificates will be designated the sole class
        of
“residual interests” in such REMIC.

       

      The
        Trustee shall make an election for the assets constituting REMIC III to be
        treated for federal income tax purposes as a REMIC. On the Startup Day, the
        Regular Certificates will be designated the “regular interests” in such REMIC,
        and the Class R-III Certificates will be designated the sole class of “residual
        interests” in such REMIC.

       

      The
        Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off
        Date, after deducting all Scheduled Principal due on or before the Cut-off
        Date,
        of $811,993,920.91. The initial principal amount of the Certificates will
        not
        exceed such Outstanding Principal Balance. The Group I Mortgage Loans will
        have
        an Outstanding Principal Balance as of the Cut-off Date, after deducting
        all
        Scheduled Principal due on or before the Cut-off Date, of $624,067,078.06.
        The
        Group II Mortgage Loans will have an Outstanding Principal Balance as of
        the
        Cut-off Date, after deducting all Scheduled Principal due on or before the
        Cut-off Date, of $92,790,811.91. The Group III Mortgage Loans will have an
        Outstanding Principal Balance as of the Cut-off Date, after deducting all
        Scheduled Principal due on or before the Cut-off Date, of
        $95,136,030.94.

       

      In
        consideration of the mutual agreements herein contained, the Depositor, the
        Master Servicer, the Seller and the Trustee agree as follows:

       

       

       

      ARTICLE
        I

      DEFINITIONS

       

      Whenever
        used in this Agreement, the following words and phrases, unless otherwise
        expressly provided or unless the context otherwise requires, shall have the
        meanings specified in this Article.

       

      Accepted
        Master Servicing Practices:
        With
        respect to any Mortgage Loan, those customary mortgage servicing practices
        of
        prudent mortgage servicing institutions that master service mortgage loans
        of
        the same type and quality as such Mortgage Loan in the jurisdiction where
        the
        related Mortgaged Property is located, to the extent applicable to the Trustee
        in its capacity as successor master servicer or the Master Servicer (except
        in
        its capacity as successor to the Servicer).

       

      Account:
        The
        Distribution Account, the Master Servicer Collection Account, and the Protected
        Account as the context may require.

       

      Accrued
        Certificate Interest:
        For any
        Certificate, other than the Class R Certificates, for any Distribution Date,
        the
        interest accrued during the related Interest Accrual Period at the applicable
        Pass-Through Rate on the Current Principal Amount, or in the case of the
        Interest Only Certificates, the Notional Amount, of such Certificate immediately
        prior to such Distribution Date, on the basis of a 360-day year consisting
        of
        twelve 30-day months, less (i) in the case of a Senior Certificate, such
        Certificate’s share of any Net Interest Shortfall from the related Mortgage
        Loans and, after the Cross-Over Date, the interest portion of any Realized
        Losses on the related Mortgage Loans allocated thereto in accordance with
        Section 6.02(g) and (ii) in the case of a Subordinate Certificate, such
        Certificate’s share of any Net Interest Shortfall from the related Mortgage
        Loans and the interest portion of any Realized Losses on the related Mortgage
        Loans borne by such Certificate in accordance with Section 6.02(g).

       

      Additional
        Disclosure:
        As
        defined in Section 3.18.

       

      Additional
        Form 10-D Disclosure:
        As
        defined in Section 3.18. 

       

      Additional
        Form 10-K Disclosure:
        As
        defined in Section 3.18.

       

      Affiliate:
        As to
        any Person, any other Person controlling, controlled by or under common control
        with such Person. “Control” means the power to direct the management and
        policies of a Person, directly or indirectly, whether through ownership of
        voting securities, by contract or otherwise. “Controlled” and “Controlling” have
        meanings correlative to the foregoing. The Trustee may conclusively presume
        that
        a Person is not an Affiliate of another Person unless a Responsible Officer
        of
        the Trustee has actual knowledge to the contrary.

       

      Agreement:
        This
        Pooling and Servicing Agreement and all amendments hereof and supplements
        hereto.

       

      Allocable
        Share:
        With
        respect to each Class of Subordinate Certificates:

       

      (a) as
        to any
        Distribution Date and amounts distributable pursuant to clauses (i) and (iv)
        of
        the definition of Subordinate Optimal Principal Amount, the fraction, expressed
        as a percentage, the numerator of which is the Current Principal Amount of
        such
        Class and the denominator of which is the aggregate Current Principal Amount
        of
        all Classes of the Subordinate Certificates; and

       

      (b) as
        to any
        Distribution Date and amounts distributable pursuant to clauses (ii), (iii)
        and
        (v) of the definition of Subordinate Optimal Principal Amount, and as to
        each
        Class of Subordinate Certificates (other than the Class of Subordinate
        Certificates having the lowest numerical designation as to which the
Class
        Prepayment Distribution Trigger shall
        not
        be applicable) for which (x) the Class Prepayment Distribution Trigger has
        been
        satisfied on such Distribution Date, the fraction, expressed as a percentage,
        the numerator of which is the Current Principal Amount of such Class and
        the
        denominator of which is the aggregate Current Principal Amount of all such
        Classes of Subordinate Certificates and (y) the Class Prepayment Distribution
        Trigger has not been satisfied on such Distribution Date, 0%; provided that
        if
        on a Distribution Date, the Current Principal Amount of any Class of Subordinate
        Certificates for which the Class Prepayment Distribution Trigger was satisfied
        on such Distribution Date is reduced to zero, any amounts distributed pursuant
        to this clause (b), to the extent of such Class’s remaining Allocable Share,
        shall be distributed to the remaining Classes of Subordinate Certificates
        which
        satisfy the Class Prepayment Distribution Trigger and to the Class of
        Subordinate Certificates having the lowest numerical Class designation in
        reduction of their respective Current Principal Amounts in the order of their
        numerical Class designations.

       

      Annual
        Statement of Compliance:
        As
        defined in Section 3.16.

       

      Applicable
        Credit Rating:
        For any
        long-term deposit or security, a credit rating of AAA in the case of each
        of
        S&P and Fitch. For any short-term deposit or security, a rating of A-l+ in
        the case of S&P or F-1+ in the case of Fitch.

       

      Applicable
        State Law:
        For
        purposes of Section 9.12(d), the Applicable State Law shall be (a) the law
        of
        the State of New York and (b) such other state law whose applicability shall
        have been brought to the attention of the Trustee by either (i) an Opinion
        of
        Counsel reasonably acceptable to the Trustee delivered to it by the Master
        Servicer or the Depositor, or (ii) written notice from the appropriate taxing
        authority as to the applicability of such state law.

       

      Appraised
        Value:
        For any
        Mortgaged Property related to a Mortgage Loan, the amount set forth as the
        appraised value of such Mortgaged Property in an appraisal made for the mortgage
        originator in connection with its origination of the related Mortgage
        Loan.

       

      Assignment
        Agreement:
        The
        agreement attached hereto as Exhibit I whereby the Servicing Agreement was
        assigned to the Trustee for the benefit of the Certificateholders.

       

      Assessment
        of Compliance:
        As
        defined in Section 3.17.

       

      Assumed
        Final Distribution Date:
        May 25,
        2047, or if such day is not a Business Day, the next succeeding Business
        Day.

       

      Attesting
        Party:
        As
        defined in Section 3.17.

       

      Attestation
        Report:
        As
        defined in Section 3.17.

       

      Available
        Funds:
        With
        respect to any Distribution Date, the sum of the Group I, Group II and Group
        III
        Available Funds for such Distribution Date.

       

      Average
        Loss Severity Percentage:
        With
        respect to any Distribution Date and each Loan Group, the percentage equivalent
        of a fraction, the numerator of which is the sum of the Loss Severity
        Percentages for each Mortgage Loan in such Loan Group which had a Realized
        Loss
        and the denominator of which is the number of Mortgage Loans in the related
        Loan
        Group which had Realized Losses.

       

      Bankruptcy
        Code:
        The
        United States Bankruptcy Code, as amended as codified in 11 U.S.C.
§§101-1330.

       

      Bankruptcy
        Loss:
        With
        respect to any Mortgage Loan, any Deficient Valuation or Debt Service Reduction
        related to such Mortgage Loan as reported by the applicable Servicer to the
        Master Servicer.

       

      Book-Entry
        Certificates:
        Initially, all Classes of Certificates other than the Private Certificates
        and
        the Residual Certificates.

       

      Business
        Day:
        Any day
        other than (i) a Saturday or a Sunday, or (ii) a day on which the New York
        Stock
        Exchange or Federal Reserve is closed or on which banking institutions in
        the
        jurisdiction in which the Trustee, the Master Servicer or the Servicer is
        located are authorized or obligated by law or executive order to be
        closed.

       

      Certificate:
        Any
        mortgage pass-through certificate evidencing a beneficial ownership interest
        in
        the Trust Fund signed and countersigned by the Trustee in substantially the
        forms annexed hereto as Exhibits A-1, A-2 and A-3 with the blanks therein
        appropriately completed.

       

      Certificate
        Group:
        The
        Group I Senior Certificates, Group II Senior Certificates and Group III Senior
        Certificates, as applicable.

       

      Certificate
        Owner:
        Any
        Person who is the beneficial owner of a Certificate registered in the name
        of
        the Depository or its nominee.

       

      Certificate
        Register:
        The
        register maintained pursuant to Section 5.02.

       

      Certificateholder:
        A
        Holder of a Certificate.

       

      Class:
        With
        respect to the Certificates, I-A-1, I-X-1, I-A-2, II-A-1, II-X-1, II-A-2,
        III-A-1, III-X-1, III-A-2, R-I, R-II, R-III, B-1, B-2, B-3, B-4, B-5, B-6
        and
        B-7.

       

      Class
        Prepayment Distribution Trigger:
        For a
        Class of Subordinate Certificates for any Distribution Date, the Class
        Prepayment Distribution Trigger is satisfied if the fraction (expressed as
        a
        percentage), the numerator of which is the aggregate Current Principal Amount
        of
        such Class and each Class of Subordinate Certificates subordinate thereto,
        if
        any, and the denominator of which is the Scheduled Principal Balances of
        all of
        the Mortgage Loans as of the related Due Date, equals or exceeds such percentage
        calculated as of the Closing Date.

       

      Class
        R Certificates:
        The
        Class R-I, Class R-II and Class R-III Certificates.

       

      Class
        R-I Deposit:
        The $50
        deposit into the Distribution Account by the Depositor on the Closing Date
        to
        pay the Class R-I Certificates in accordance with Section 6.01(a) on the
        Distribution Date occurring in May 2007.

       

      Class
        R-II Deposit:
        The $50
        deposit into the Distribution Account by the Depositor on the Closing Date
        to
        pay the Class R-II Certificates in accordance with Section 6.01(a) on the
        Distribution Date occurring in May 2007.

       

      Class
        R-III Deposit:
        The $50
        deposit into the Distribution Account by the Depositor on the Closing Date
        to
        pay the Class R-III Certificates in accordance with Section 6.01(a) on the
        Distribution Date occurring in May 2007.

       

      Closing
        Date:
        April
        30, 2007

       

      Code:
        The
        Internal Revenue Code of 1986, as amended.

       

      Compensating
        Interest Payment:
        As
        defined in Section 6.06.

       

      Countrywide:
        Countrywide Home Loans Servicing LP, or its successor in interest.

       

      Countrywide
        Servicing Agreements:
        The
        Seller’s Warranties and Servicing Agreement, dated as of November 30, 2006,
        September 1, 2002, as amended by Amendment No. 1, dated January 1, 2003,
        Amendment No.2, dated September 1, 2004, Amendment No. 3, dated May 1, 2005
        and
        Amendment Reg AB to the Master Mortgage Loan Purchase and Servicing Agreement,
        dated as of January 1, 2006, by and between the EMC and Countrywide
        Home Loans, Inc.,
        attached hereto as Exhibit H, as amended by the Assignment, Assumption and
        Recognition Agreement, dated as of April 30, 2007 among EMC, Countrywide
        Home
        Loans, Inc. and the Trustee (the “Countrywide Assignment Agreement”), attached
        hereto as Exhibit I.

       

      Corresponding
        Certificates:
        With
        respect to each REMIC II Regular Interest, the Class with the same
        designation.

       

      Corporate
        Trust Office:
        The
        office of the Trustee at which at any particular time its corporate trust
        business is administered, which office, at the date of the execution of this
        Agreement, is located at Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland
        21046 (or for overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland
        21045), (Attention: Corporate Trust Services - BSARM 2007-3), facsimile no.:
        (410) 715-2380. With respect to the presentment of Certificates for registration
        of transfer, exchange or final payment, Wells Fargo Bank, N.A., Sixth Street
        and
        Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust/
        BSARM Series 2007-3.

       

      Cross-Over
        Date:
        The
        first Distribution Date on which the aggregate Current Principal Amount of
        the
        Subordinate Certificates has been reduced to zero (giving effect to all
        distributions on such Distribution Date).

       

      Current
        Principal Amount:
        With
        respect to any Certificate as of any Distribution Date, the initial principal
        amount of such Certificate plus any Subsequent Recoveries added to the Current
        Principal Amount of such Certificate pursuant to Section 6.02(h), and reduced
        by
        (i) all amounts distributed on previous Distribution Dates on such Certificate
        with respect to principal, (ii) the principal portion of all Realized Losses
        allocated prior to such Distribution Date to such Certificate, taking account
        of
        the Loss Allocation Limitation and (iii) in the case of a Subordinate
        Certificate, such Certificate’s pro rata share, if any, of the applicable
        Subordinate Certificate Writedown Amount for previous Distribution Dates.
        With
        respect to any Class of Certificates, the Current Principal Amount thereof
        will
        equal the sum of the Current Principal Amounts of all Certificates in such
        Class. Notwithstanding the foregoing, solely for purposes of giving consents,
        directions, waivers, approvals, requests and notices, the Class R-I, Class
        R-II
        and Class R-III Certificates after the Distribution Date on which they each
        receive the distribution of the last dollar of their respective original
        principal amount shall be deemed to have Current Principal Amounts equal
        to
        their respective Current Principal Amounts on the day immediately preceding
        such
        Distribution Date.

       

      Custodial
        Agreement:
        the
        custodial agreement dated as of the Closing Date, among the Depositor, the
        Seller, the Master Servicer, the Trustee and Treasury Bank, A Division of
        Countrywide Bank, FSB, as Custodian, substantially in the form of Exhibit
        G
        hereto.

       

      Custodian:
        Treasury Bank, a Division of Countrywide Bank, FSB, or any successor custodian
        appointed pursuant to the provisions hereof and of the Custodial Agreement,
        with
        respect to the Mortgage Loans set forth on Schedule I to the Custodial
        Agreement.

       

      Cut-off
        Date:
        April
        1, 2007.

       

      Cut-off
        Date Balance:
        $811,993,920.91.

       

      Debt
        Service Reduction:
        Any
        reduction of the Scheduled Payments which a Mortgagor is obligated to pay
        with
        respect to a Mortgage Loan as a result of any proceeding under the Bankruptcy
        Code or any other similar state law or other proceeding.

       

      Deficient
        Valuation:
        With
        respect to any Mortgage Loan, a valuation of the Mortgaged Property by a
        court
        of competent jurisdiction in an amount less than the then outstanding
        indebtedness under the Mortgage Loan, which valuation results from a proceeding
        initiated under the Bankruptcy Code or any other similar state law or other
        proceeding.

       

      Delinquent:
        A
        Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
        the terms of such Mortgage Loan by the close of business on the day such
        payment
        is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
        has not been received by the close of business on the last day of the month
        in
        which such payment was due. For example, a Mortgage Loan with a payment due
        on
        December 1 that remained unpaid as of the close of business on December 31
        would
        then be considered to be 30 to 59 days delinquent. Similarly for “60 days
        delinquent,” “90 days delinquent” and so on. 
        The
        determination as to whether a Mortgage Loan falls into these categories is
        made
        as of the close of business on the last Business Day of each month. This
        method of determining delinquencies is also referred to as the MBA
        method.

       

      Depositor:
        Structured Asset Mortgage Investments II Inc., a Delaware corporation, or
        its
        successors in interest.

       

      Depository:
        The
        Depository Trust Company, the nominee of which is Cede & Co., or any
        successor thereto.

       

      Depository
        Agreement:
        The
        meaning specified in Subsection 5.01(a) hereof.

       

      Depository
        Participant:
        A
        broker, dealer, bank or other financial institution or other Person for whom
        from time to time the Depository effects book-entry transfers and pledges
        of
        securities deposited with the Depository.

       

      Designated
        Depository Institution:
        A
        depository institution (commercial bank, federal savings bank, mutual savings
        bank or savings and loan association) or trust company (which may include
        the
        Trustee), the deposits of which are fully insured by the FDIC to the extent
        provided by law.

       

      Determination
        Date:
        With
        respect to each Mortgage Loan, the Determination Date as defined in the
        Servicing Agreement.

       

      Disqualified
        Organization:
        Any of
        the following: (i) the United States, any State or political subdivision
        thereof, any possession of the United States, or any agency or instrumentality
        of any of the foregoing (other than an instrumentality which is a corporation
        if
        all of its activities are subject to tax and, except for the Freddie Mac
        or any
        successor thereto, a majority of its board of directors is not selected by
        such
        governmental unit), (ii) any foreign government, any international organization,
        or any agency or instrumentality of any of the foregoing, (iii) any organization
        (other than certain farmers’ cooperatives described in Section 521 of the Code)
        which is exempt from the tax imposed by Chapter 1 of the Code (including
        the tax
        imposed by Section 511 of the Code on unrelated business taxable income),
        (iv)
        rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
        of
        the Code or (v) any other Person so designated by the Trustee based upon
        an
        Opinion of Counsel that the holding of an ownership interest in a Residual
        Certificate by such Person may cause any REMIC contained in the Trust or
        any
        Person having an ownership interest in the Residual Certificate (other than
        such
        Person) to incur a liability for any federal tax imposed under the Code that
        would not otherwise be imposed but for the transfer of an ownership interest
        in
        a Residual Certificate to such Person. The terms “United States,” “State” and
“international organization” shall have the meanings set forth in Section 7701
        of the Code or successor provisions.

       

      Distribution
        Account:
        The
        trust account or accounts created and maintained pursuant to Section 4.04,
        which
        shall be denominated “Wells Fargo, N.A., as Trustee for the benefit of the
        registered holders of Structured Asset Mortgage Investments II Inc., Bear
        Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2007-3 -
        Distribution Account.” The Distribution Account shall be an Eligible
        Account.

       

      Distribution
        Account Deposit Date:
        The
        Business Day prior to each Distribution Date.

       

      Distribution
        Date:
        The
        25th day of any month, beginning in the month immediately following the month
        of
        the Closing Date, or, if such 25th day is not a Business Day, the Business
        Day
        immediately following.

       

      DTC
        Custodian:
        Wells
        Fargo Bank, N.A., or its successors in interest as custodian for the
        Depository.

       

      Due
        Date:
        With
        respect to each Mortgage Loan, the date in each month on which its Scheduled
        Payment is due if such due date is the first day of a month and otherwise
        is
        deemed to be the first day of the following month or such other date specified
        in the Servicing Agreement.

       

      Due
        Period:
        With
        respect to any Distribution Date and each Mortgage Loan, the period commencing
        on the second day of the month preceding the month in which the Distribution
        Date occurs and ending at the close of business on the first day of the month
        in
        which the Distribution Date occurs.

       

      EDGAR:
        As
        defined in Section 3.18.

       

      Eligible
        Account:
        Any of
        (i) a segregated account maintained with a federal or state chartered depository
        institution (A) the short-term obligations of which are rated A-2 or better
        by
        S&P and P-1 by Moody’s at the time of any deposit therein or (B) insured by
        the FDIC (to the limits established by such Corporation), the uninsured deposits
        in which account are otherwise secured such that, as evidenced by an Opinion
        of
        Counsel (obtained by the Person requesting that the account be held pursuant
        to
        this clause (i)) delivered to the Trustee prior to the establishment of such
        account, the Certificateholders will have a claim with respect to the funds
        in
        such account and a perfected first priority security interest against any
        collateral (which shall be limited to Permitted Investments, each of which
        shall
        mature not later than the Business Day immediately preceding the Distribution
        Date next following the date of investment in such collateral or the
        Distribution Date if such Permitted Investment is an obligation of the
        institution that maintains the Distribution Account) securing such funds
        that is
        superior to claims of any other depositors or general creditors of the
        depository institution with which such account is maintained, (ii) a segregated
        trust account or accounts maintained with a federal or state chartered
        depository institution or trust company with trust powers acting in its
        fiduciary capacity or (iii) a segregated account or accounts of a depository
        institution acceptable to the Rating Agencies (as evidenced in writing by
        the
        Rating Agencies that use of any such account as the Distribution Account
        will
        not have an adverse effect on the then-current ratings assigned to the Classes
        of Certificates then rated by the Rating Agencies). Eligible Accounts may
        bear
        interest.

       

      EMC:
        EMC
        Mortgage Corporation, or its successor in interest.

       

      ERISA:
        The
        Employee Retirement Income Security Act of 1974, as amended.

       

      Event
        of Default:
        An
        event of default described in Section 8.01.

       

      Excess
        Liquidation Proceeds:
        To the
        extent that such amount is not required by law to be paid to the related
        Mortgagor, the amount, if any, by which Liquidation Proceeds with respect
        to a
        Liquidated Mortgage Loan exceed the sum of (i) the Outstanding Principal
        Balance
        of such Mortgage Loan and accrued but unpaid interest at the related Mortgage
        Interest Rate through the last day of the month in which the related Liquidation
        Date occurs, plus (ii) related Liquidation Expenses.

       

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

       

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

       

      FDIC:
        Federal
        Deposit Insurance Corporation or any successor thereto.

       

      Final
        Certification:
        The
        certification substantially in the form of Exhibit Three to the Custodial
        Agreement.

       

      Fiscal
        Quarter:
        December 1 to February 29 (or the last day in such month), March 1 to May
        31,
        June 1 to August 31, or September 1 to November 30, as applicable.

       

      Fitch:
        Fitch,
        Inc.

       

      Fractional
        Undivided Interest:
        With
        respect to any Class of Certificates, the fractional undivided interest
        evidenced by any Certificate of such Class the numerator of which is the
        Current
        Principal Amount, or notional amount in the case of the Interest Only
        Certificates, of such Certificate and the denominator of which is the Current
        Principal Amount, or notional amount in the case of the Interest Only
        Certificates, of such Class. With respect to the Certificates in the aggregate,
        the fractional undivided interest evidenced by (i) each Class of Residual
        Certificates will be deemed to equal 0.25% multiplied by the percentage interest
        of such Residual Certificate, (ii) each Class of Interest Only Certificates
        will
        be deemed to equal 1.00% multiplied by a fraction, the numerator of which
        is the
        notional amount of such Certificate and the denominator of which is the
        aggregate notional amount of its respective Class and (iii) a Certificate
        of any
        other Class will be deemed to equal 99.25% multiplied by a fraction, the
        numerator of which is the Current Principal Amount of such Certificate and
        the
        denominator of which is the aggregate Current Principal Amount of all the
        Certificates; provided, however, the percentage in clause (iii) above should
        be
        increased by 1.00% upon the retirement of each Class of Interest Only
        Certificates.

       

      Freddie
        Mac:
        Freddie
        Mac, formerly the Federal Home Loan Mortgage Corporation, or any successor
        thereto.

       

      Global
        Certificate:
        Any
        Private Certificate registered in the name of the Depository or its nominee,
        beneficial interests in which are reflected on the books of the Depository
        or on
        the books of a Person maintaining an account with such Depository (directly
        or
        as an indirect participant in accordance with the rules of such
        depository).

       

      Gross
        Margin:
        As to
        each Mortgage Loan, the fixed percentage set forth in the related Mortgage
        Note
        and indicated on the Mortgage Loan Schedule which percentage is added to
        the
        related Index on each Interest Adjustment Date to determine (subject to
        rounding, the minimum and maximum Mortgage Interest Rate and the Periodic
        Rate Cap)
        the
        Mortgage Interest Rate until the next Interest Adjustment Date.

       

      Group
        I Available Funds, Group II Available Funds and Group III Available
        Funds:
        With
        respect to any Distribution Date, an amount equal to the aggregate of the
        following amounts with respect to the Mortgage Loans in the related Loan
        Group:
        (a) all previously undistributed payments on account of principal (including
        the
        principal portion of Scheduled Payments, Principal Prepayments, the principal
        portion of Net Liquidation Proceeds) and all previously undistributed payments
        on account of interest received after the Cut-off Date and on or prior to
        the
        related Determination Date and all proceeds from the repurchase of any Mortgage
        Loans in the related Loan Group, (b) any Monthly Advances by the Servicer
        or the
        Master Servicer with respect to such Distribution Date, (c) any Compensating
        Interest made by the Servicer with respect to such Distribution Date and
        (d) any
        reimbursed amount in connection with losses on investments of deposits in
        an
        account, except:

       

      (i) all
        payments that were due on or before the Cut-off Date;

       

      (ii) all
        Principal Prepayments and Liquidation Proceeds received after the applicable
        Prepayment Period;

       

      (iii) all
        payments, other than Principal Prepayments, that represent early receipt
        of
        Scheduled Payments due on a date or dates subsequent to the related Due
        Date;

       

      (iv) amounts
        received on particular Mortgage Loans as late payments of principal or interest
        and respecting which, and to the extent that, there are any unreimbursed
        Monthly
        Advances;

       

      (v) amounts
        representing Monthly Advances determined to be Nonrecoverable
        Advances;

       

      (vi) any
        investment earnings on amounts on deposit in the Distribution Account or
        Master
        Servicer Collection Account and amounts permitted to be withdrawn from the
        Distribution Account or Master Servicer Collection pursuant to this
        Agreement;

       

      (vii) amounts
        needed to pay the Servicing Fees or to reimburse the Servicer or the Master
        Servicer for amounts due under the Servicing Agreement and the Agreement
        to the
        extent such amounts have not been retained by, or paid previously to, the
        Servicer or the Master Servicer;

       

      (viii) any
        fees
        payable under any lender-paid primary mortgage insurance policy;
        and

       

      (ix) any
        expenses or other amounts reimbursable to the Trustee and the Custodian pursuant
        to Section 7.04(c) or Section 9.05.

       

      Group
        I Mortgage Loans:
        The
        Mortgage Loans identified as such on the Mortgage Loan Schedule.

       

      Group
        I Senior Certificates:
        The
        Class I-A-1, Class I-A-2 and Class I-X-1 Certificates.

       

      Group
        I Senior Optimal Principal Amount, Group II Senior Optimal Principal Amount,
        and
        Group III Senior Optimal Principal Amount:
        With
        respect to each Distribution Date, an amount equal to the sum, without
        duplication, of the following (but in no event greater than the aggregate
        Current Principal Amount of the Group I, Group II and Group III Senior
        Certificates, as applicable, immediately prior to such Distribution
        Date):

       

      (i) the
        applicable Senior Percentage of the principal portion of all Scheduled Payments
        due on each Outstanding Mortgage Loan in the related Loan Group on the related
        Due Date as specified in the amortization schedule at the time applicable
        thereto (after adjustments for previous Principal Prepayments but before
        any
        adjustment to such amortization schedule by reason of any bankruptcy or similar
        proceeding or any moratorium or similar waiver or grace period);

       

      (ii) the
        applicable Senior Prepayment Percentage of the Scheduled Principal Balance
        of
        each Mortgage Loan in the related Loan Group which was the subject of a
        Principal Prepayment in full received by the Servicer during the related
        Prepayment Period;

       

      (iii) the
        applicable Senior Prepayment Percentage of all Principal Prepayments in part
        received by the Servicer during the related Prepayment Period with respect
        to
        each Mortgage Loan in the related Loan Group;

       

      (iv) the
        lesser of (a) the applicable Senior Prepayment Percentage of the sum of (A)
        all
        Net Liquidation Proceeds allocable to principal received in respect of each
        Mortgage Loan in the related Loan Group which became a Liquidated Mortgage
        Loan
        during the related Prepayment Period (other than Mortgage Loans described
        in the
        immediately following clause (B)) and all Subsequent Recoveries received
        in
        respect of each Liquidated Mortgage Loan in the related Loan Group during
        the
        related Due Period and (B) the Scheduled Principal Balance of each such Mortgage
        Loan in the related Loan Group purchased by an insurer from the Trustee during
        the related Prepayment Period pursuant to the related Primary Mortgage Insurance
        Policy, if any, or otherwise; and (b) the applicable Senior Percentage of
        the
        sum of (A) the Scheduled Principal Balance of each Mortgage Loan in the related
        Loan Group which became a Liquidated Mortgage Loan during the related Prepayment
        Period (other than the Mortgage Loans described in the immediately following
        clause (B)) and (B) the Scheduled Principal Balance of each such Mortgage
        Loan
        in the related Loan Group that was purchased by an insurer from the Trust
        during
        the related Prepayment Period pursuant to the related Primary Mortgage Insurance
        Policy, if any or otherwise; and

       

      (v) the
        applicable Senior Prepayment Percentage of the sum of (a) the Scheduled
        Principal Balance of each Mortgage Loan in the related Loan Group which was
        repurchased by the Seller in connection with such Distribution Date and (b)
        the
        excess, if any, of the Scheduled Principal Balance of each Mortgage Loan
        in the
        related Loan Group that has been replaced by the Seller with a Substitute
        Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection
        with such Distribution Date over the Scheduled Principal Balance of each
        such
        Substitute Mortgage Loan.

       

      Group
        I Senior Percentage:
        Initially, 95.75%.
        On any
        Distribution Date, the lesser of (i) 100% and (ii) the percentage (carried
        to
        six places rounded up) obtained by dividing the aggregate Current Principal
        Amount of the Group I Senior Certificates immediately preceding such
        Distribution Date by the aggregate Scheduled Principal Balance of the Group
        I
        Mortgage Loans as of the beginning of the related Due Period.

       

      Group
        I Senior Prepayment Percentage:
        On any
        Distribution Date occurring during the periods set forth below, as
        follows:

       

      
        	
                Period
                  (dates inclusive)

              	
                Group
                  I Senior Prepayment Percentage

              
	
                May
                  25, 2007- April 25, 2014

              	
                100%

              
	
                May
                  25, 2014 - April 25, 2015

              	
                Group
                  I Senior Percentage plus 70% of the Group I Subordinate
                  Percentage

              
	
                May
                  25, 2015 - April 25, 2016

              	
                Group
                  I Senior Percentage plus 60% of the Group I Subordinate
                  Percentage

              
	
                May
                  25, 2016 - April 25, 2017

              	
                Group
                  I Senior Percentage plus 40% of the Group I Subordinate
                  Percentage

              
	
                May
                  25, 2017 - April 25, 2018

              	
                Group
                  I Senior Percentage plus 20% of the Group I Subordinate
                  Percentage

              
	
                May
                  25, 2018 and thereafter

              	
                Group
                  I Senior Percentage

              


      

      


      In
        addition, no reduction of the Group I Senior Prepayment Percentage shall
        occur
        on any Distribution Date unless, as of the last day of the month preceding
        such
        Distribution Date, (A) the aggregate Scheduled Principal Balance of the Mortgage
        Loans Delinquent 60 days or more (including for this purpose any such Mortgage
        Loans in foreclosure and Mortgage Loans with respect to which the related
        Mortgaged Property has been acquired by the Trust), averaged over the last
        six
        months, as a percentage of the sum of the aggregate Current Principal Amount
        of
        the Subordinate Certificates does not exceed 50%; and (B) cumulative Realized
        Losses on the Mortgage Loans do not exceed (a) 30% of
        the
Original
        Subordinate Principal Balance if such Distribution Date occurs between and
        including May 2014 and April 2015, (b) 35% of the Original Subordinate Principal
        Balance if such Distribution Date occurs between and including May 2015 and
        April 2016, (c) 40% of the Original Subordinate Principal Balance if such
        Distribution Date occurs between and including May 2016 and April 2017 (d)
        45%
        of the Original Subordinate Principal Balance if such Distribution Date occurs
        between and including May 2017 and April 2018, and (e) 50% of the Original
        Subordinate Principal Balance if such Distribution Date occurs during or
        after
        May 2018.

       

      In
        addition, if on any Distribution Date the current weighted average of the
        Subordinate Percentages is equal to or greater than two times the initial
        weighted average of the Subordinate Percentages, and (a) the aggregate Scheduled
        Principal Balance of the Mortgage Loans Delinquent 60 days or more (including
        for this purpose any such Mortgage Loans in foreclosure and bankruptcy and
        such
        Mortgage Loans with respect to which the related Mortgaged Property has been
        acquired by the Trust), averaged over the last six months, as a percentage
        of
        the aggregate Current Principal Amount of the Subordinate Certificates does
        not
        exceed 50% and (b)(i) on or prior to the Distribution Date in April 2010
        cumulative Realized Losses on the Mortgage Loans as of the end of the related
        Prepayment Period do not exceed 20% of the Original Subordinate Principal
        Balance and (ii) after the Distribution Date in April 2010 cumulative Realized
        Losses on the Mortgage Loans as of the end of the related Prepayment Period
        do
        not exceed 30% of the Original Subordinate Principal Balance, then, the Group
        I
        Senior Prepayment Percentage for such Distribution Date will equal the Group
        I
        Senior Percentage; provided, however, if on such Distribution Date the current
        weighted average of the Subordinate Percentages is equal to or greater than
        two
        times the initial weighted average of the Subordinate Percentages on or prior
        to
        the Distribution Date occurring in April 2010 and the above delinquency and
        loss
        tests are met, then the Group I Senior Prepayment Percentage for such
        Distribution Date will equal the Group I Senior Percentage plus 50% of the
        Group
        I Subordinate Percentage.

       

      Notwithstanding
        the foregoing, if on any Distribution Date, the percentage, the numerator
        of
        which is the aggregate Current Principal Amount of the Senior Certificates
        immediately preceding such Distribution Date, and the denominator of which
        is
        the Scheduled Principal Balance of the Mortgage Loans as of the beginning
        of the
        related Due Period, exceeds such percentage as of the Cut-off Date, then
        the
        Group I Senior Prepayment Percentage for such Distribution Date will equal
        100%.
        On the Distribution Date on which the Current Principal Amounts of the Group
        I
        Senior Certificates are reduced to zero, the Group I Senior Prepayment
        Percentage shall be the minimum percentage sufficient to effect such reduction
        and thereafter shall be zero.

       

      Group
        I Subordinate Percentage:
        On any
        Distribution Date, 100% minus the Group I Senior Percentage.

       

      Group
        I Subordinate Prepayment Percentage:
        With
        respect to the Group I Mortgage Loans, on any Distribution Date, 100% minus
        the
        Group I Senior Prepayment Percentage, except that on any Distribution Date
        after
        the Current Principal Amounts of the Group I Senior Certificates have each
        been
        reduced to zero, if (a) the weighted average of the Subordinate Percentages
        on
        such Distribution Date equals or exceeds two times the initial weighted average
        of the Subordinate Percentages and (b) the aggregate Scheduled Principal
        Balance
        of the Mortgage Loans Delinquent 60 days or more (including for this purpose
        any
        such Mortgage Loans in foreclosure and Mortgage Loans with respect to which
        the
        related Mortgaged Property has been acquired by the Trust), averaged over
        the
        last six months, as a percentage of the sum of the aggregate Current Principal
        Amount of the Subordinate Certificates does not exceed 100%, the Group I
        Subordinate Prepayment Percentage will equal 100%. If the test set forth
        in the
        preceding sentence is not satisfied on any Distribution Date after the Current
        Principal Amount of the Group I Senior Certificates has each been reduced
        to
        zero, then the Group I Subordinate Prepayment Percentage will equal zero
        for
        such Distribution Date.

       

      Group
        II Mortgage Loans:
        The
        Mortgage Loans identified as such on the Mortgage Loan Schedule.

       

      Group
        II Senior Certificates:
        The
        Class II-A-1, Class II-A-2 and Class II-X-1 Certificates.

       

      Group
        II Senior Percentage:
        Initially, 95.75%. On any Distribution Date, the lesser of (i) 100% and (ii)
        the
        percentage (carried to six places rounded up) obtained by dividing the aggregate
        Current Principal Amount of the Group II Senior Certificates immediately
        preceding such Distribution Date by the aggregate Scheduled Principal Balance
        of
        the Group II Mortgage Loans as of the beginning of the related Due
        Period.

       

      Group
        II Senior Prepayment Percentage:
        On any
        Distribution Date occurring during the periods set forth below, as
        follows:

       

      
        	
                Period
                  (dates inclusive)

              	
                Group
                  II Senior Prepayment Percentage

              
	
                May
                  25, 2007- April 25, 2014

              	
                100%

              
	
                May
                  25, 2014 - April 25, 2015

              	
                Group
                  II Senior Percentage plus 70% of the Group II Subordinate
                  Percentage

              
	
                May
                  25, 2015 - April 25, 2016

              	
                Group
                  II Senior Percentage plus 60% of the Group II Subordinate
                  Percentage

              
	
                May
                  25, 2016 - April 25, 2017

              	
                Group
                  II Senior Percentage plus 40% of the Group II Subordinate
                  Percentage

              
	
                May
                  25, 2017 - April 25, 2018

              	
                Group
                  II Senior Percentage plus 20% of the Group II Subordinate
                  Percentage

              
	
                May
                  25, 2018 and thereafter

              	
                Group
                  II Senior Percentage

              


      

      


      In
        addition, no reduction of the Group II Senior Prepayment Percentage shall
        occur
        on any Distribution Date unless, as of the last day of the month preceding
        such
        Distribution Date, (A) the aggregate Scheduled Principal Balance of the Mortgage
        Loans Delinquent 60 days or more (including for this purpose any such Mortgage
        Loans in foreclosure and Mortgage Loans with respect to which the related
        Mortgaged Property has been acquired by the Trust), averaged over the last
        six
        months, as a percentage of the sum of the aggregate Current Principal Amount
        of
        the Subordinate Certificates does not exceed 50%; and (B) cumulative Realized
        Losses on the Mortgage Loans do not exceed (a) 30% of the Original Subordinate
        Principal Balance if such Distribution Date occurs between and including
        May
        2014 and April 2015, (b) 35% of the Original Subordinate Principal Balance
        if
        such Distribution Date occurs between and including May 2015 and April 2016,
        (c)
        40% of the Original Subordinate Principal Balance if such Distribution Date
        occurs between and including May 2016 and April 2017, (d) 45% of the Original
        Subordinate Principal Balance if such Distribution Date occurs between and
        including May 2017 and April 2018, and (e) 50% of the Original Subordinate
        Principal Balance if such Distribution Date occurs during or after May
        2018.

       

      In
        addition, if on any Distribution Date the current weighted average of the
        Subordinate Percentages is equal to or greater than two times the initial
        weighted average of the Subordinate Percentages, and (a) the aggregate Scheduled
        Principal Balance of the Mortgage Loans Delinquent 60 days or more (including
        for this purpose any such Mortgage Loans in foreclosure and bankruptcy and
        such
        Mortgage Loans with respect to which the related Mortgaged Property has been
        acquired by the Trust), averaged over the last six months, as a percentage
        of
        the aggregate Current Principal Amount of the Subordinate Certificates does
        not
        exceed 50% and (b)(i) on or prior to the Distribution Date in April 2010
        cumulative Realized Losses on the Mortgage Loans as of the end of the related
        Prepayment Period do not exceed 20% of the Original Subordinate Principal
        Balance and (ii) after the Distribution Date in April 2010 cumulative Realized
        Losses on the Mortgage Loans as of the end of the related Prepayment Period
        do
        not exceed 30% of the Original Subordinate Principal Balance, then, the Group
        II
        Senior Prepayment Percentage for such Distribution Date will equal the Group
        II
        Senior Percentage; provided, however, if on such Distribution Date the current
        weighted average of the Subordinate Percentages is equal to or greater than
        two
        times the initial weighted average of the Subordinate Percentages on or prior
        to
        the Distribution Date occurring in April 2010 and the above delinquency and
        loss
        tests are met, then the Group II Senior Prepayment Percentage for such
        Distribution Date will equal the Group II Senior Percentage plus 50% of the
        Group II Subordinate Percentage.

       

      Notwithstanding
        the foregoing, if on any Distribution Date, the percentage, the numerator
        of
        which is the aggregate Current Principal Amount of the Senior Certificates
        immediately preceding such Distribution Date, and the denominator of which
        is
        the Scheduled Principal Balance of the Mortgage Loans as of the beginning
        of the
        related Due Period, exceeds such percentage as of the Cut-off Date, then
        the
        Group II Senior Prepayment Percentage for such Distribution Date will equal
        100%. On the Distribution Date on which the Current Principal Amounts of
        the
        Group II Senior Certificates are reduced to zero, the Group II Senior Prepayment
        Percentage shall be the minimum percentage sufficient to effect such reduction
        and thereafter shall be zero.

       

      Group
        II Subordinate Percentage:
        On any
        Distribution Date, 100% minus the Group II Senior Percentage.

       

      Group
        II Subordinate Prepayment Percentage:
        With
        respect to the Group II Mortgage Loans, on any Distribution Date, 100% minus
        the
        Group II Senior Prepayment Percentage, except that on any Distribution Date
        after the Current Principal Amounts of the Group II Senior Certificates have
        each been reduced to zero, if (a) the weighted average of the Subordinate
        Percentages on such Distribution Date equals or exceeds two times the initial
        weighted average of the Subordinate Percentages and (b) the aggregate Scheduled
        Principal Balance of the Mortgage Loans Delinquent 60 days or more (including
        for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans
        with
        respect to which the related Mortgaged Property has been acquired by the
        Trust),
        averaged over the last six months, as a percentage of the sum of the aggregate
        Current Principal Amount of the Subordinate Certificates does not exceed
        100%,
        the Group II Subordinate Prepayment Percentage will equal 100%. If the test
        set
        forth in the preceding sentence is not satisfied on any Distribution Date
        after
        the Current Principal Amount of the Group II Senior Certificates has each
        been
        reduced to zero, then the Group II Subordinate Prepayment Percentage will
        equal
        zero for such Distribution Date.

       

      Group
        III Mortgage Loans:
        The
        Mortgage Loans identified as such on the Mortgage Loan Schedule.

       

      Group
        III Senior Certificates:
        The
        Class III-A-1, Class III-A-2 and Class III-X-1 Certificates.

       

      Group
        III Senior Percentage:
        Initially, 95.75%. On any Distribution Date, the lesser of (i) 100% and (ii)
        the
        percentage (carried to six places rounded up) obtained by dividing the aggregate
        Current Principal Amount of the Group III Senior Certificates immediately
        preceding such Distribution Date by the aggregate Scheduled Principal Balance
        of
        the Group III Mortgage Loans as of the beginning of the related Due
        Period.

       

      Group
        III Senior Prepayment Percentage:
        On any
        Distribution Date occurring during the periods set forth below, as
        follows:

       

      
        	
                Period
                  (dates inclusive)

              	
                Group
                  III Senior Prepayment Percentage

              
	
                May
                  25, 2007- April 25, 2014

              	
                100%

              
	
                May
                  25, 2014 - April 25, 2015

              	
                Group
                  III Senior Percentage plus 70% of the Group I Subordinate
                  Percentage

              
	
                May
                  25, 2015 - April 25, 2016

              	
                Group
                  III Senior Percentage plus 60% of the Group I Subordinate
                  Percentage

              
	
                May
                  25, 2016 - April 25, 2017

              	
                Group
                  III Senior Percentage plus 40% of the Group I Subordinate
                  Percentage

              
	
                May
                  25, 2017 - April 25, 2018

              	
                Group
                  III Senior Percentage plus 20% of the Group III Subordinate
                  Percentage

              
	
                May
                  25, 2018 and thereafter

              	
                Group
                  III Senior Percentage

              


      

      


      In
        addition, no reduction of the Group III Senior Prepayment Percentage shall
        occur
        on any Distribution Date unless, as of the last day of the month preceding
        such
        Distribution Date, (A) the aggregate Scheduled Principal Balance of the Mortgage
        Loans Delinquent 60 days or more (including for this purpose any such Mortgage
        Loans in foreclosure and Mortgage Loans with respect to which the related
        Mortgaged Property has been acquired by the Trust), averaged over the last
        six
        months, as a percentage of the sum of the aggregate Current Principal Amount
        of
        the Subordinate Certificates does not exceed 50%; and (B) cumulative Realized
        Losses on the Mortgage Loans do not exceed (a) 30% of the Original Subordinate
        Principal Balance if such Distribution Date occurs between and including
        May
        2014 and April 2015, (b) 35% of the Original Subordinate Principal Balance
        if
        such Distribution Date occurs between and including May 2015 and April 2016,
        (c)
        40% of the Original Subordinate Principal Balance if such Distribution Date
        occurs between and including May 2016 and April 2017, (d) 45% of the Original
        Subordinate Principal Balance if such Distribution Date occurs between and
        including May 2017 and April 2018, and (e) 50% of the Original Subordinate
        Principal Balance if such Distribution Date occurs during or after May
        2018.

       

      In
        addition, if on any Distribution Date the current weighted average of the
        Subordinate Percentages is equal to or greater than two times the initial
        weighted average of the Subordinate Percentages, and (a) the aggregate Scheduled
        Principal Balance of the Mortgage Loans Delinquent 60 days or more (including
        for this purpose any such Mortgage Loans in foreclosure and bankruptcy and
        such
        Mortgage Loans with respect to which the related Mortgaged Property has been
        acquired by the Trust), averaged over the last six months, as a percentage
        of
        the aggregate Current Principal Amount of the Subordinate Certificates does
        not
        exceed 50% and (b)(i) on or prior to the Distribution Date in April
        2010 cumulative
        Realized Losses on the Mortgage Loans as of the end of the related Prepayment
        Period do not exceed 20% of the Original Subordinate Principal Balance and
        (ii)
        after the Distribution Date in April 2010 cumulative Realized Losses on the
        Mortgage Loans as of the end of the related Prepayment Period do not exceed
        30%
        of the Original Subordinate Principal Balance, then, the Group III Senior
        Prepayment Percentage for such Distribution Date will equal the Group III
        Senior
        Percentage; provided, however, if on such Distribution Date the current weighted
        average of the Subordinate Percentages is equal to or greater than two times
        the
        initial weighted average of the Subordinate Percentages on or prior to the
        Distribution Date occurring in April 2010 and the above delinquency and loss
        tests are met, then the Group III Senior Prepayment Percentage for such
        Distribution Date will equal the Group III Senior Percentage plus 50% of
        the
        Group III Subordinate Percentage.

       

      Notwithstanding
        the foregoing, if on any Distribution Date, the percentage, the numerator
        of
        which is the aggregate Current Principal Amount of the Senior Certificates
        immediately preceding such Distribution Date, and the denominator of which
        is
        the Scheduled Principal Balance of the Mortgage Loans as of the beginning
        of the
        related Due Period, exceeds such percentage as of the Cut-off Date, then
        the
        Group III Senior Prepayment Percentage for such Distribution Date will equal
        100%. On the Distribution Date on which the Current Principal Amounts of
        the
        Group III Senior Certificates are reduced to zero, the Group III Senior
        Prepayment Percentage shall be the minimum percentage sufficient to effect
        such
        reduction and thereafter shall be zero.

       

      Group
        III Subordinate Percentage:
        On any
        Distribution Date, 100% minus the Group III Senior Percentage.

       

      Group
        III Subordinate Prepayment Percentage:
        With
        respect to the Group III Mortgage Loans, on any Distribution Date, 100% minus
        the Group III Senior Prepayment Percentage, except that on any Distribution
        Date
        after the Current Principal Amounts of the Group III Senior Certificates
        have
        each been reduced to zero, if (a) the weighted average of the Subordinate
        Percentages on such Distribution Date equals or exceeds two times the initial
        weighted average of the Subordinate Percentages and (b) the aggregate Scheduled
        Principal Balance of the Mortgage Loans Delinquent 60 days or more (including
        for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans
        with
        respect to which the related Mortgaged Property has been acquired by the
        Trust),
        averaged over the last six months, as a percentage of the sum of the aggregate
        Current Principal Amount of the Subordinate Certificates does not exceed
        100%,
        the Group III Subordinate Prepayment Percentage will equal 100%. If the test
        set
        forth in the preceding sentence is not satisfied on any Distribution Date
        after
        the Current Principal Amount of the Group III Senior Certificates has each
        been
        reduced to zero, then the Group III Subordinate Prepayment Percentage will
        equal
        zero for such Distribution Date.

       

      Holder:
        The
        Person in whose name a Certificate is registered in the Certificate Register,
        except that, subject to Subsections 12.02(b) and 12.05(e), solely for the
        purpose of giving any consent pursuant to this Agreement, any Certificate
        registered in the name of the Depositor, the Master Servicer or the Trustee
        or
        any Affiliate thereof shall be deemed not to be outstanding and the Fractional
        Undivided Interest evidenced thereby shall not be taken into account in
        determining whether the requisite percentage of Fractional Undivided Interests
        necessary to effect any such consent has been obtained.

       

      Indemnified
        Persons:
        The
        Trustee, the Master Servicer and the Custodian and their officers, directors,
        agents and employees and, with respect to the Trustee, any separate co-trustee
        and its officers, directors, agents and employees.

       

      Independent:
        When
        used with respect to any specified Person, this term means that such Person
        (a)
        is in fact independent of the Depositor or the Master Servicer and of any
        Affiliate of the Depositor or the Master Servicer, (b) does not have any
        direct
        financial interest or any material indirect financial interest in the Depositor
        or the Master Servicer or any Affiliate of the Depositor or the Master Servicer
        and (c) is not connected with the Depositor or the Master Servicer or any
        Affiliate as an officer, employee, promoter, underwriter, trustee, partner,
        director or person performing similar functions.

       

      Index:
        The
        index, if any, specified in a Mortgage Note by reference to which the related
        Mortgage Interest Rate will be adjusted from time to time.

       

      Individual
        Certificate:
        Any
        Private Certificate registered in the name of the Holder other than the
        Depository or its nominee.

       

      Initial
        Certification:
        The
        certification substantially in the form of Exhibit One to the Custodial
        Agreement.

       

      Institutional
        Accredited Investor:
        Any
        Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation
        D under the Securities Act or any entity all of the equity holders in which
        come
        within such paragraphs.

       

      Insurance
        Policy:
        With
        respect to any Mortgage Loan, any standard hazard insurance policy, flood
        insurance policy or title insurance policy.

       

      Insurance
        Proceeds:
        Amounts
        paid by the insurer under any Insurance Policy covering any Mortgage Loan
        or
        Mortgaged Property other than amounts required to be paid over to the Mortgagor
        pursuant to law or the related Mortgage Note or Security Instrument and other
        than amounts used to repair or restore the Mortgaged Property or to reimburse
        insured expenses.

       

      Interest
        Accrual Period:
        With
        respect to each Distribution Date, for each Class of Certificates, the calendar
        month preceding the month in which such Distribution Date occurs.

       

      Interest
        Adjustment Date:
        With
        respect to a Mortgage Loan, the date, if any, specified in the related Mortgage
        Note on which the Mortgage Interest Rate is subject to adjustment.

       

      Interest
        Only Certificates:
        The
        Class I-X-1, Class II-X-1 and Class III-X-1 Certificates.

       

      Interest
        Shortfall:
        With
        respect to any Distribution Date and each Mortgage Loan that during the related
        Prepayment Period was the subject of a Principal Prepayment or constitutes
        a
        Relief Act Mortgage Loan, an amount determined as follows:

       

      (a) Partial
        principal prepayments received during the relevant Prepayment Period: The
        difference between (i) one month’s interest at the applicable Net Rate on the
        amount of such prepayment and (ii) the amount of interest of such prepayment
        (adjusted to the applicable Net Rate) received at the time of such
        prepayment;

       

      (b) Principal
        prepayments in full received during the relevant Prepayment Period: The
        difference between (i) one month’s interest at the applicable Net Rate on the
        Scheduled Principal Balance of such Mortgage Loan immediately prior to such
        prepayment and (ii) the amount of interest of such prepayment (adjusted to
        the
        applicable Net Rate) received at the time of such prepayment; and

       

      (c) Relief
        Act Mortgage Loans: As to any Relief Act Mortgage Loan, the excess of (i)
        30
        days’ interest (or, in the case of a principal prepayment in full, interest to
        the date of prepayment) on the Scheduled Principal Balance thereof (or, in
        the
        case of a principal prepayment in part, on the amount so prepaid) at the
        related
        Net Rate over (ii) 30 days’ interest (or, in the case of a principal prepayment
        in full, interest to the date of prepayment) on such Scheduled Principal
        Balance
        (or, in the case of a Principal Prepayment in part, on the amount so prepaid)
        at
        the Net Rate required to be paid by the Mortgagor as limited by application
        of
        the Relief Act.

       

      Interim
        Certification:
        The
        certification substantially in the form of Exhibit Two to the Custodial
        Agreement.

       

      Investment
        Letter:
        The
        letter to be furnished by each Institutional Accredited Investor which purchases
        any of the Private Certificates in connection with such purchase, substantially
        in the form set forth as Exhibit F-1 hereto.

       

      Issuing
        Entity:
        Bear
        Stearns ARM Trust 2007-3.

       

      Lender-Paid
        PMI Rate:
        With
        respect to each Mortgage Loan covered by a lender-paid primary mortgage
        insurance policy, the amount payable to the related insurer, as stated in
        the
        Mortgage Loan Schedule.

       

      Liquidated
        Mortgage Loan:
        Any
        defaulted Mortgage Loan as to which the Servicer or the Master Servicer has
        determined that all amounts it expects to recover from or on account of such
        Mortgage Loan have been recovered.

       

      Liquidation
        Date:
        With
        respect to any Liquidated Mortgage Loan, the date on which the Master Servicer
        or the Servicer has certified that such Mortgage Loan has become a Liquidated
        Mortgage Loan.

       

      Liquidation
        Expenses:
        With
        respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or
        incurred by or for the account of the Master Servicer or the Servicer in
        connection with the liquidation of such Mortgage Loan and the related Mortgage
        Property, such expenses including (a) property protection expenses, (b) property
        sales expenses, (c) foreclosure and sale costs, including court costs and
        reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred
        in connection with liquidation.

       

      Liquidation
        Proceeds:
        Cash
        received in connection with the liquidation of a defaulted Mortgage Loan,
        whether through trustee’s sale, foreclosure sale, Insurance Proceeds,
        condemnation proceeds or otherwise and any Subsequent Recoveries.

       

      Loan
        Group:
        Loan
        Group I, Loan Group II and Loan Group III, as applicable.

       

      Loan
        Group I:
        The
        group of Mortgage Loans designated as belonging to Loan Group I on the Mortgage
        Loan Schedule.

       

      Loan
        Group II:
        The
        group of Mortgage Loans designated as belonging to Loan Group II on the Mortgage
        Loan Schedule.

       

      Loan
        Group III:
        The
        group of Mortgage Loans designated as belonging to Loan Group III on the
        Mortgage Loan Schedule.

       

      Loan-to-Value
        Ratio:
        With
        respect to any Mortgage Loan, the fraction, expressed as a percentage, the
        numerator of which is the original principal balance of the related Mortgage
        Loan and the denominator of which is the Original Value of the related Mortgaged
        Property.

       

      Loss
        Allocation Limitation:
        The
        meaning specified in Section 6.02(c) hereof.

       

      Loss
        Severity Percentage:
        With
        respect to any Distribution Date, the percentage equivalent of a fraction,
        the
        numerator of which is the amount of Realized Losses incurred on a Mortgage
        Loan
        and the denominator of which is the Scheduled Principal Balance of such Mortgage
        Loan immediately prior to the liquidation of such Mortgage Loan.

       

      Lost
        Notes:
        The
        original Mortgage Notes that have been lost, as indicated on the Mortgage
        Loan
        Schedule.

       

      Master
        Servicer:
        As of
        the Closing Date, EMC Mortgage Corporation and, thereafter, its respective
        successors in interest who meet the qualifications of the Servicing Agreement
        and this Agreement.

       

      Master
        Servicer Collection Account:
        The
        trust
        account or accounts created and maintained pursuant to Section 4.02, which
        shall
        be denominated “EMC Mortgage Corporation, as Master Servicer for the benefit of
        Wells Fargo, N.A, in trust for registered Holders of Structured
        Asset Mortgage Investments II Inc., Bear Stearns ARM Trust, Mortgage
        Pass-Through Certificates, Series 2007-3 -
        Master
        Servicer Collection Account.” The Master Servicer Collection Account shall be an
        Eligible Account.

       

      Master
        Servicing Compensation:
        For any
        Distribution Date, any amounts earned on permitted investments in the Master
        Servicer Collection Account.

       

      Material
        Defect:
        The
        meaning specified in Section 2.02(a).

       

      Maximum
        Lifetime Mortgage Rate:
        The
        maximum level to which a Mortgage Interest Rate can adjust in accordance
        with
        its terms, regardless of changes in the applicable Index.

       

      MERS:
        Mortgage Electronic Registration Systems, Inc., a corporation organized and
        existing under the laws of the State of Delaware, or any successor
        thereto.

       

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

       

      MIN:
        The
        Mortgage Identification Number for Mortgage Loans registered with MERS on
        the
        MERS® System.

       

      Minimum
        Lifetime Mortgage Rate:
        The
        minimum level to which a Mortgage Interest Rate can adjust in accordance
        with
        its terms, regardless of changes in the applicable Index.

       

      MOM
        Loan:
        With
        respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
        Loan, solely as nominee for the originator of such Mortgage Loan and its
        successors and assigns, at the origination thereof, or as nominee for any
        subsequent assignee of the originator pursuant to an assignment of mortgage
        to
        MERS.

       

      Monthly
        Advance:
        An
        advance of principal or interest required to be made by the applicable Servicer
        pursuant to the Servicing Agreement or the Master Servicer pursuant to Section
        6.05.

       

      Moody’s:
        Moody’s
        Investors Service, Inc. or its successor in interest.

       

      Mortgage
        File:
        The
        mortgage documents listed in Section 2.01(b) pertaining to a particular Mortgage
        Loan and any additional documents required to be added to the Mortgage File
        pursuant to this Agreement.

       

      Mortgage
        Interest Rate:
        The
        annual rate at which interest accrues from time to time on any Mortgage Loan
        pursuant to the related Mortgage Note, which rate is initially equal to the
        “Mortgage Interest Rate” set forth with respect thereto on the Mortgage Loan
        Schedule.

       

      Mortgage
        Loan:
        A
        mortgage loan transferred and assigned to the Trustee pursuant to Section
        2.01
        or Section 2.04 and held as a part of the Trust Fund, as identified in the
        Mortgage Loan Schedule (which shall include, without limitation, each related
        Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto),
        including a mortgage loan the property securing which has become an REO
        Property.

       

      Mortgage
        Loan Purchase Agreement:
        The
        Mortgage Loan Purchase Agreement dated as of April 1, 2007, between EMC Mortgage
        Corporation, as seller, and Structured Asset Mortgage Investments II Inc.,
        as
        purchaser, and all amendments thereof and supplements thereto, attached as
        Exhibit J.

       

      Mortgage
        Loan Schedule:
        The
        list of Mortgage Loans (as from time to time amended by the Trustee to reflect
        the repurchase or substitute of Mortgage Loans pursuant to the provisions
        of
        this Agreement) transferred to the Trustee as part of the Trust Fund and
        from
        time to time subject to this Agreement, the initial Mortgage Loan Schedule
        being
        attached hereto as Exhibit B setting forth the following information with
        respect to each Mortgage Loan:

       

      (a)  the
        city,
        state and zip code of the Mortgaged Property; 

      (b)  the
        property type;

      (c)  the
        Mortgage Interest Rate;

      (d)  the
        Servicing Fee Rate;

      (e)  the
        Trustee Fee Rate;

      (f)  the
        LPMI
        Fee, if applicable;

      (g)  [reserved];

      (h)  the
        Net
        Rate;

      (i)  the
        maturity date;

      (j)  the
        stated original term to maturity;

      (k)  the
        stated remaining term to maturity;

      (l)  the
        original Principal Balance;

      (m)  the
        first
        payment date;

      (n)  the
        principal and interest payment in effect as of the Cut-off Date;

      (o)  the
        unpaid Principal Balance as of the Cut-off Date;

      (p)  the
        Loan-to-Value Ratio at origination;

      (q)  the
        insurer of any Primary Mortgage Insurance Policy;

      (r)  the
        MIN
        with respect to each MOM Loan;

      (s)  the
        Gross
        Margin, if applicable;

      (t)  the
        next
        Adjustment Date, if applicable;

      (u)  the
        Maximum Mortgage Rate, if applicable;

      (v)  the
        Minimum Mortgage Rate, if applicable;

      (w)  the
        Periodic Rate Cap, if applicable; 

      (x)  the
        Loan
        Group, if applicable;

      (y)  a
        code
        indicating whether the Mortgage Loan is negatively amortizing;

      (z)  which
        Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
        five, seven or ten years or any other period; 

      (aa)  the
        Prepayment Charge, if any;

      (bb)  lien
        position (e.g., first lien or second lien);

      (cc)  a
        code
        indicating whether the Mortgage Loan is has a balloon payment;

      (dd)  a
        code
        indicating whether the Mortgage Loan is an interest-only loan; 

      (ee)  the
        interest-only term, if applicable;

      (ff)  the
        Mortgage Loan Seller; and

      (gg)  the
        original amortization term.

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

       

      Mortgage
        Note:
        The
        originally executed note or other evidence of the indebtedness of a Mortgagor
        under the related Mortgage Loan.

       

      Mortgaged
        Property:
        Land
        and improvements securing the indebtedness of a Mortgagor under the related
        Mortgage Loan or, in the case of REO Property, such REO Property.

       

      Mortgagor:
        The
        obligor on a Mortgage Note.

       

      Net
        Interest Shortfall:
        With
        respect to any Distribution Date, the Interest Shortfall, if any, for such
        Distribution Date net of Compensating Interest Payments made with respect
        to
        such Distribution Date.

       

      Net
        Liquidation Proceeds:
        As to
        any Liquidated Mortgage Loan, Liquidation Proceeds net of (i) Liquidation
        Expenses which are payable therefrom to the Servicer or the Master Servicer
        in
        accordance with the Servicing Agreement or this Agreement and (ii) unreimbursed
        advances by the Servicer or the Master Servicer and Monthly
        Advances.

       

      Net
        Rate:
        With
        respect to each Mortgage Loan, the Mortgage Interest Rate in effect from
        time to
        time less the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate
        and
        (iii) the rate at which the Lender-Paid PMI Rate is calculated.

       

      Non-Offered
        Subordinate Certificates:
        The
        Class B-5, Class B-6 and Class B-7 Certificates.

       

      Nonrecoverable
        Advance:
        Any
        advance or Monthly Advance (i) which was previously made or is proposed to
        be
        made by the Master Servicer, the Trustee (as successor Master Servicer) or
        the
        applicable Servicer and (ii) which, in the good faith judgment of the Master
        Servicer, the Trustee in its capacity as successor master servicer or the
        applicable Servicer, will not or, in the case of a proposed advance or Monthly
        Advance, would not, be ultimately recoverable by the Master Servicer, the
        Trustee (as successor Master Servicer) or the applicable Servicer from
        Liquidation Proceeds, Insurance Proceeds or future payments on the Mortgage
        Loan
        for which such advance or Monthly Advance was made or is proposed to be
        made.

       

      Notional
        Amount:
        With
        respect to the Class I-X-1 Certificates, the Notional Amount of the Class
        I-X-1
        Certificates, as of any date of determination, is equal to the aggregate
        Current
        Principal Amount of the Class I-A-1 Certificates and Class II-A-2 Certificates.
        With respect to the Class II-X-1 Certificates, the Notional Amount of the
        Class
        II-X-1 Certificates, as of any date of determination, is equal to the aggregate
        Current Principal Amount of the Class II-A-1 Certificates and Class II-A-2
        Certificates. With respect to the Class III-X-1 Certificates, the Notional
        Amount of the Class III-X-1 Certificates, as of any date of determination,
        is
        equal to the aggregate Current Principal Amount of the Class III-A-1
        Certificates and Class III-A-2 Certificates. Reference to the Notional Amount
        of
        the Class I-X-1, Class II-X-1 and Class III-X-1 Certificates is solely for
        convenience in calculation and does not represent the right to receive any
        distributions allocable to principal. For federal income tax purposes, however,
        the Notional Amount of the Class I-X-1 Certificates equals the aggregate
        Uncertificated Principal Balance of REMIC II Regular Interest I-A-1 and REMIC
        II
        Regular Interest I-A-2, the Notional Amount of the Class II-X-1 Certificates
        equals the aggregate Uncertificated Principal Balance of REMIC II Regular
        Interest II-A-1 and REMIC II Regular Interest II-A-2 and the Notional Amount
        of
        the Class III-X-1 Certificates equals the aggregate Uncertificated Principal
        Balance of REMIC II Regular Interest III-A-1 and REMIC II Regular Interest
        III-A-2. 

       

      Offered
        Certificates:
        The
        Class I-A-1, Class I-A-2, Class I-X-1, Class II-A-1, Class II-A-2, Class
        II-X-1,
        Class III-A-1, Class III-A-2, Class III-X-1, Class R-I, Class R-II, Class
        R-III,
        Class B-l, Class B-2, Class B-3 and Class B-4 Certificates.

       

      Offered
        Subordinate Certificates:
        The
        Class B-l, Class B-2, Class B-3 and Class B-4 Certificates.

       

      Officer’s
        Certificate:
        A
        certificate signed by the Chairman of the Board, the Vice Chairman of the
        Board,
        the President or a Vice President or Assistant Vice President or other
        authorized officer of the Master Servicer, the Servicer, the Depositor or
        the
        Seller, as applicable, and delivered to the Trustee, as required by this
        Agreement.

       

      Opinion
        of Counsel:
        A
        written opinion of counsel who is or are acceptable to the Trustee and who,
        unless required to be Independent (an “Opinion of Independent Counsel”), may be
        internal counsel for the Master Servicer, the Trustee or the
        Depositor.

       

      Original
        Subordinate Principal Balance:
        The sum
        of the aggregate Current Principal Amounts of each Class of Subordinate
        Certificates as of the Closing Date.

       

      Original
        Value:
        The
        lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged
        Property at the time of origination of a Mortgage Loan, except in instances
        where either clauses (i) or (ii) is unavailable, the other may be used to
        determine the Original Value, or if both clauses (i) and (ii) are unavailable,
        Original Value may be determined from other sources reasonably acceptable
        to the
        Depositor.

       

      Outstanding
        Mortgage Loan:
        With
        respect to any Due Date, a Mortgage Loan which, prior to such Due Date, was
        not
        the subject of a Principal Prepayment in full, did not become a Liquidated
        Mortgage Loan and was not purchased or replaced.

       

      Outstanding
        Principal Balance:
        As of
        the time of any determination, the principal balance of a Mortgage Loan
        remaining to be paid by the Mortgagor, or, in the case of an REO Property,
        the
        principal balance of the related Mortgage Loan remaining to be paid by the
        Mortgagor at the time such property was acquired by the Trust Fund less any
        Net
        Liquidation Proceeds with respect thereto to the extent applied to
        principal.

       

      Pass-Through
        Rate:
        As to
        each Class of Certificates (other than the Class R Certificates), the REMIC
        I
        Regular Interests and the REMIC II Regular Interests, the rate of interest
        determined as provided with respect thereto in Section 5.01(c). Any monthly
        calculation of interest at a stated rate shall be based upon annual interest
        at
        such rate divided by twelve.

       

      Periodic
        Rate Cap:
        With
        respect to each Mortgage Loan, the maximum adjustment that can be made to
        the
        Mortgage Interest Rate on each Interest Adjustment Date in accordance with
        its
        terms, regardless of changes in the applicable Index.

       

      Permitted
        Investments:
        Any one
        or more of the following obligations or securities held in the name of the
        Trustee for the benefit of the Certificateholders:

       

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

       

      (ii) (a)
        demand or time deposits, federal funds or bankers’ acceptances issued by any
        depository institution or trust company incorporated under the laws of the
        United States of America or any state thereof (including the Trustee or its
        Affiliates acting in its commercial banking capacity) and subject to supervision
        and examination by federal and/or state banking authorities, provided that
        the
        commercial paper and/or the short-term debt rating and/or the long-term
        unsecured debt obligations of such depository institution or trust company
        at
        the time of such investment or contractual commitment providing for such
        investment have the Applicable Credit Rating or better from each Rating Agency
        and (b) any other demand or time deposit or certificate of deposit that is
        fully
        insured by the Federal Deposit Insurance Corporation;

       

      (iii) repurchase
        obligations with respect to (a) any security described in clause (i) above
        or
        (b) any other security issued or guaranteed by an agency or instrumentality
        of
        the United States of America, the obligations of which are backed by the
        full
        faith and credit of the United States of America, in either case entered
        into
        with a depository institution or trust company (acting as principal) described
        in clause (ii)(a) above where the Trustee holds the security
        therefor;

       

      (iv) securities
        bearing interest or sold at a discount issued by any corporation (including
        the
        Trustee or any affiliate thereof) incorporated under the laws of the United
        States of America or any state thereof that have the Applicable Credit Rating
        or
        better from each Rating Agency at the time of such investment or contractual
        commitment providing for such investment; provided, however, that securities
        issued by any particular corporation will not be Permitted Investments to
        the
        extent that investments therein will cause the then outstanding principal
        amount
        of securities issued by such corporation and held as part of the Trust to
        exceed
        10% of the aggregate Outstanding Principal Balances of all the Mortgage Loans
        and Permitted Investments held as part of the Trust;

       

      (v) commercial
        paper (including both non-interest-bearing discount obligations and
        interest-bearing obligations payable on demand or on a specified date not
        more
        than one year after the date of issuance thereof) having the Applicable Credit
        Rating or better from each Rating Agency at the time of such
        investment;

       

      (vi) a
        Reinvestment Agreement issued by any bank, insurance company or other
        corporation or entity;

       

      (vii) any
        other
        demand, money market or time deposit, obligation, security or investment
        as may
        be acceptable to each Rating Agency as evidenced in writing by each Rating
        Agency to the Trustee, the Master Servicer or its affiliates; and

       

      (viii) interests
        in any money market fund (including any such fund managed or advised by the
        Trustee or any affiliate thereof) which at the date of acquisition of the
        interests in such fund and throughout the time such interests are held in
        such
        fund has the highest applicable long term rating by each Rating Agency rating
        such fund, if so rated, or such lower rating as will not result in the
        downgrading or withdrawal of the ratings then assigned to the Certificates
        by
        each Rating Agency rating such fund; provided, however, that no instrument
        or
        security shall be a Permitted Investment if such instrument or security
        evidences a right to receive only interest payments with respect to the
        obligations underlying such instrument or if such security provides for payment
        of both principal and interest with a yield to maturity in excess of 120%
        of the
        yield to maturity at par or if such instrument or security is purchased at
        a
        price greater than par.

       

      Permitted
        Transferee:
        Any
        Person other than a Disqualified Organization or an “electing large partnership”
(as defined by Section 775 of the Code).

       

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

       

      Physical
        Certificates:
        The
        Residual Certificates and the Private Certificates.

       

      Prepayment
        Charge:
        With
        respect to any Mortgage Loan, the charges or premiums, if any, due in connection
        with a full or partial prepayment of such Mortgage Loan in accordance with
        the
        terms thereof.

       

      Prepayment
        Period:
        As to
        any Distribution Date, the period set forth in the Servicing
        Agreement.

       

      Primary
        Mortgage Insurance Policy:
        Any
        primary mortgage guaranty insurance policy issued in connection with a Mortgage
        Loan which provides compensation to a Mortgage Note holder in the event of
        default by the obligor under such Mortgage Note or the related Security
        Instrument, if any or any replacement policy therefor through the related
        Interest Accrual Period for such Class relating to a Distribution
        Date.

       

      Principal
        Prepayment:
        Any
        payment (whether partial or full) or other recovery of principal on a Mortgage
        Loan which is received in advance of its scheduled Due Date to the extent
        that
        it is not accompanied by an amount as to interest representing scheduled
        interest due on any date or dates in any month or months subsequent to the
        month
        of prepayment, including Insurance Proceeds and Repurchase Proceeds, but
        excluding the principal portion of Net Liquidation Proceeds.

       

      Private
        Certificates:
        The
        Class B-5, Class B-6 and Class B-7 Certificates.

       

      Protected
        Account:
        An
        account established and maintained for the benefit of Certificateholders
        by the
        Servicer with respect to the related Mortgage Loans and with respect to REO
        Property pursuant to the Servicing Agreement.

       

      Purchase
        Price:
        With
        respect to any Mortgage Loan (or any property acquired with respect thereto)
        (x)
        required to be repurchased by the Seller pursuant to the Mortgage Loan Purchase
        Agreement or Article II of this Agreement or (y) that the Seller has a right
        to
        purchase pursuant to Section 3.20, an amount equal to the sum of (i) 100%
        of the
        Outstanding Principal Balance of such Mortgage Loan as of the date of repurchase
        (including if a foreclosure has already occurred, the principal balance of
        the
        related Mortgage Loan at the time the Mortgaged Property was acquired), net
        of any Servicing Advances and Advances attributable to
        principal and payable to the purchaser of the Mortgage Loan
        if such purchaser is also the Servicer or the Master Servicer of such
        Mortgage Loan, (ii) accrued and unpaid interest on the Outstanding Principal
        Balance at the related Mortgage Interest Rate through and including the last
        day
        of the month of purchase, net of any portion of the Servicing Fee and
        any Servicing Advances and Advances attributable to interest that is
        payable to the purchaser of the Mortgage Loan if such purchaser is
        also the Servicer or the Master Servicer of such Mortgage Loan,
        plus and (iii) any costs and damages (if any) incurred by the Trust in
        connection with any violation of such Mortgage Loan of any anti-predatory
        lending laws.

       

      QIB:
        A
        Qualified Institutional Buyer as defined in Rule 144A promulgated under the
        Securities Act.

       

      Qualified
        Insurer:
        Any
        insurance company duly qualified as such under the laws of the state or states
        in which the related Mortgaged Property or Mortgaged Properties is or are
        located, duly authorized and licensed in such state or states to transact
        the
        type of insurance business in which it is engaged and approved as an insurer
        by
        the Master Servicer, so long as the claims paying ability of which is acceptable
        to the Rating Agencies for pass-through certificates having the same rating
        as
        the Certificates rated by the Rating Agencies as of the Closing
        Date.

       

      Rating
        Agencies:
        Fitch,
        S&P and Moody’s.

       

      
        Realized
          Loss:
          Any (i)
          Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the Outstanding
          Principal Balance of such Liquidated Mortgage Loan plus accrued and unpaid
          interest thereon at the Mortgage Interest Rate through the last day of
          the month
          of such liquidation, less (y) the related Net Liquidation Proceeds with
          respect
          to such Mortgage Loan and the related Mortgaged Property. In addition,
          to the
          extent the Trustee receives Subsequent Recoveries with respect to any Mortgage
          Loan, the amount of the Realized Loss with respect to that Mortgage Loan
          will be
          reduced to the extent such recoveries are applied to reduce the Current
          Principal Amount of any Class of Certificates on any Distribution Date.
          With
          respect to each Mortgage Loan which is the subject of a Servicing Modification
          during the calendar month immediately preceding the related Distribution
          Date,
          without duplication, the sum of (a) the total amount of interest and principal
          which is forgiven with respect to the related Mortgage Loan and (b) the
          amount
          of any Servicing Advances, to the extent forgiven, made by the Servicer
          with
          respect to such Mortgage Loan which are reimbursable from the Trust to
          the
          Servicer with respect to that Servicing Modification;
          provided that, the amounts expressed in clause (a) above shall not include
          the
          amounts expressed in clause (b) above. 

         

      

      Record
        Date:
        With
        respect to any Distribution Date, the close of business on the last Business
        Day
        of the month immediately preceding the month of such Distribution
        Date.

       

      Regular
        Certificates:
        Any of
        the Certificates other than the Residual Certificates.

       

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

       

      Reinvestment
        Agreements:
        One or
        more reinvestment agreements, acceptable to the Rating Agencies, from a bank,
        insurance company or other corporation or entity (including the
        Trustee).

       

      Relief
        Act:
        The
        Servicemembers Civil Relief Act, or similar state or local law.

       

      Relief
        Act Mortgage Loan:
        Any
        Mortgage Loan as to which the Scheduled Payment thereof has been reduced
        due to
        the application of the Relief Act.

       

      REMIC:
        A real
        estate mortgage investment conduit, as defined in the Code.

       

      REMIC
        I:
        That
        group of assets contained in the Trust Fund designated as a REMIC consisting
        of
        (i) the Mortgage Loans, (ii) the Distribution Account, (iii) any REO Property
        relating to the Mortgage Loans, (iv) the rights with respect to any related
        Servicing Agreement, (v) the rights with respect to any related Assignment
        Agreement and (vii) any proceeds of the foregoing.

       

      REMIC
        I Interests:
        The
        REMIC I Regular Interests and the Class R-I Certificates.

       

      REMIC
        I Regular Interests:
        REMIC I
        Regular Interests I-Sub, I-Grp, II-Sub, II-Grp, III-Sub, III-Grp, R-II/R-III
        and
        ZZZ.

       

      REMIC
        I Subordinated Balance Ratio:
        The
        ratio among the Uncertificated Principal Balances of each of the REMIC I
        Regular
        Interests ending with the designation “Sub,” equal to the ratio among, with
        respect to each such REMIC I Regular Interest, the excess of (x) the aggregate
        Scheduled Principal Balance of the Mortgage Loans in the related Loan Group
        over
        (y) the aggregate Current Principal Amount of the Senior Certificates in
        the
        related Certificate Group.

       

      REMIC
        II:
        That
        group of assets contained in the Trust Fund designated as a REMIC consisting
        of
        the REMIC I Regular Interests.

       

      REMIC
        II Interests:
        The
        REMIC II Regular Interests and the Class R-II Certificates.

       

      REMIC
        II Regular Interests:
        REMIC
        II Regular Interests I-A-1, I-A-2, II-A-1, II-A-2, III-A-1, III-A-2, R-III,
        B-l,
        B-2, B-3, B-4, B-5, B-6 and B-7.

       

      REMIC
        III:
        That
        group of assets contained in the Trust Fund designated as a REMIC consisting
        of
        the REMIC II Regular Interests.

       

      REMIC
        Opinion:
        An
        Opinion of Independent Counsel, to the effect that the proposed action described
        therein would not, under the REMIC Provisions, (i) cause any REMIC to fail
        to
        qualify as a REMIC while any regular interest in such REMIC is outstanding,
        (ii)
        result in a tax on prohibited transactions with respect to any REMIC or (iii)
        constitute a taxable contribution to any REMIC after the Startup
        Day.

       

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

       

      REO
        Property:
        A
        Mortgaged Property acquired in the name of the Trustee, for the benefit of
        Certificateholders, by foreclosure or deed-in-lieu of foreclosure in connection
        with a defaulted Mortgage Loan.

       

      Reportable
        Event:
        As
        defined in Section 3.18.

       

      Repurchase
        Proceeds:
        the
        Purchase Price in connection with any repurchase of a Mortgage Loan by the
        Seller and any cash deposit in connection with the substitution of a Mortgage
        Loan.

       

      Request
        for Release:
        A
        request for release in the form attached hereto as Exhibit D.

       

      Required
        Insurance Policy:
        With
        respect to any Mortgage Loan, any insurance policy which is required to be
        maintained from time to time under this Agreement with respect to such Mortgage
        Loan.

       

      Residual
        Certificates:
        Any of
        the Class R Certificates.

       

      Responsible
        Officer:
        Any
        officer assigned to the Corporate Trust Office (or any successor thereto),
        including any Vice President, Assistant Vice President, Trust Officer, any
        Assistant Secretary, any trust officer or any other officer of the Trustee
        customarily performing functions similar to those performed by any of the
        above
        designated officers and having direct responsibility for the administration
        of
        this Agreement, and any other officer of the Trustee to whom a matter arising
        hereunder may be referred because of such officer’s knowledge or the familiarity
        with the particular subject.

       

      Rule
        144A Certificate:
        The
        certificate to be furnished by each purchaser of a Private Certificate (which
        is
        also a Physical Certificate) which is a Qualified Institutional Buyer as
        defined
        under Rule 144A promulgated under the Securities Act, substantially in the
        form
        set forth as Exhibit F-2 hereto.

       

      S&P:
        Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and its
        successors in interest.

       

      Scheduled
        Payment:
        With
        respect to any Mortgage Loan and any month, the scheduled payment or payments
        of
        principal and interest due during such month on such Mortgage Loan which
        either
        is payable by a Mortgagor in such month under the related Mortgage Note or,
        in
        the case of REO Property, would otherwise have been payable under the related
        Mortgage Note.

       

      Scheduled
        Principal:
        The
        principal portion of any Scheduled Payment.

       

      Scheduled
        Principal Balance:
        With
        respect to any Mortgage Loan on any Distribution Date, (i) the unpaid principal
        balance of such Mortgage Loan as of the close of business on the related
        Due
        Date (i.e., taking account of the principal payment to be made on such Due
        Date
        and irrespective of any delinquency in its payment), as specified in the
        amortization schedule at the time relating thereto (before any adjustment
        to
        such amortization schedule by reason of any bankruptcy or similar proceeding
        occurring after the Cut-off Date (other than a Deficient Valuation) or any
        moratorium or similar waiver or grace period) and less (ii) any Principal
        Prepayments (including the principal portion of Net Liquidation Proceeds)
        received during or prior to the related Prepayment Period; provided that
        the
        Scheduled Principal Balance of a Liquidated Mortgage Loan is zero.

       

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

       

      Securities
        Legend:
“THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
        HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
        MAY
        BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
        WITH
        THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
        144A
        UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
        (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
        A
        QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
        PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
        TO
        AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
        ACT (IF
        AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
        D
        UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
        SUCH
        PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
        ACT,
        SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
        FORM
        PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
        EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
        IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN
        EACH
        CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
        AND
        ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY
        OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE
        CODE
        OF 1986, AS AMENDED [in the case of a Residual Certificate:] UNLESS THE PROPOSED
        TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL ADDRESSED TO THE
        DEPOSITOR, TRUSTEE AND MASTER SERVICER AND ON WHICH THEY MAY RELY THAT IS
        SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF
        SUCH
        PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION,
        IS
        PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL
        OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE
        [in
        the case of the Class B-5, Class B-6 and Class B-7 Certificates:], UNLESS
        THE
        TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING
        OF A
        CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND
        ITS
        ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED
        UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING,
        BUT
        NOT LIMITED TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE
        91-38, PTCE 90-1, PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO
        ANY
        ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER,
        THE
        SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF
        A
        BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS AN OPINION OF COUNSEL
        SPECIFIED IN SECTION 5.07 OF THE AGREEMENT IS PROVIDED.”

       

      Security
        Agreement:
        With
        respect to a Cooperative Loan, the agreement creating a security interest
        in
        favor of the originator in the related Cooperative Stock.

       

      Security
        Instrument:
        A
        written instrument creating a valid first lien on a Mortgaged Property securing
        a Mortgage Note, which may be any applicable form of mortgage, deed of trust,
        deed to secure debt or security deed, including any riders or addenda
        thereto.

       

      Seller:
        EMC in
        its capacity as seller of the Mortgage Loan to the Depositor.

       

      Senior
        Certificates:
        The
        Class I-A-1, Class I-A-2, Class I-X-1, Class II-A-1, Class II-A-2, Class
        II-X-1,
        Class III-A-1, Class III-A-2 and Class III-X-1 Certificates.

       

      Senior
        Optimal Principal Amount:
        The
        Group I Senior Optimal Principal Amount, Group II Senior Optimal Principal
        Amount or Group III Senior Optimal Principal Amount, as applicable.

       

      Senior
        Percentage:
        The
        Group I Senior Percentage, Group II Senior Percentage or Group III Senior
        Percentage, as applicable.

       

      Senior
        Prepayment Percentage:
        The
        Group I Senior Prepayment Percentage, Group II Senior Prepayment Percentage
        or
        Group III Senior Prepayment Percentage, as applicable.

       

      Servicer:
        Countrywide and its successors and assigns.

       

      Servicer
        Remittance Date:
        With
        respect to each Mortgage Loan, the date set forth in the Servicing
        Agreement.

       

      Servicing
        Agreement:
        The
        Countrywide Servicing Agreement.

       

      Servicing
        Criteria:
        The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
        amended from time to time, or those Servicing Criteria otherwise mutually
        agreed
        to by EMC, the Master Servicer, the Trustee and the applicable Servicer in
        response to evolving interpretations of Regulation AB and incorporated into
        a
        revised Exhibit M.

       

      Servicing
        Fee:
        As to
        any Mortgage Loan and Distribution Date, an amount equal to the product of
        (i)
        the Scheduled Principal Balance of such Mortgage Loan as of the Due Date
        in the
        preceding calendar month and (ii) the Servicing Fee Rate.

       

      Servicing
        Fee Rate:
        The
        servicing fee rate will initially be 0.175%
        per
        annum and will increase by 0.025% per annum after an initial fixed-rate period
        of five, seven or ten years, as applicable.

       

      Servicing
        Modification:
        Any modification of a Mortgage Loan which is effected by the Servicer in
        accordance with the terms of this Agreement or the Servicing
        Agreement.

       

      Servicing
        Officer:
        Any
        officer of the Servicer or Master Servicer involved in or responsible for
        the
        administration and servicing or master servicing, as applicable, of the Mortgage
        Loans.

       

      Startup
        Day:
        April
        30, 2007.

       

      Subordinate
        Certificates:
        The
        Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class
        B-7
        Certificates.

       

      Subordinate
        Certificate Writedown Amount:
        As to
        any Distribution Date, the amount by which (a) the sum of the Current Principal
        Amounts of all the Certificates (after giving effect to the distribution
        of
        principal and the allocation of applicable Realized Losses in reduction of
        the
        Current Principal Amounts of the Certificates on such Distribution Date)
        exceeds
        (b) the aggregate Scheduled Principal Balances of the Mortgage Loans on the
        Due
        Date related to such Distribution Date.

       

      Subordinate
        Optimal Principal Amount:
        As to
        any Distribution Date, an amount equal to the sum, without duplication, of
        the
        following for the Group I, Group II and Group III Mortgage Loans (but in
        no
        event greater than the aggregate Current Principal Amount of the Subordinate
        Certificates immediately prior to such Distribution Date):

       

      (i) the
        applicable Subordinate Percentage of the principal portion of all Scheduled
        Payments due on each Outstanding Mortgage Loan in the related Loan Group
        on the
        related Due Date as specified in the amortization schedule at the time
        applicable thereto (after adjustment for previous Principal Prepayments but
        before any adjustment to such amortization schedule by reason of any bankruptcy
        or similar proceeding or any moratorium or similar waiver or grace
        period);

       

      (ii) the
        applicable Subordinate Prepayment Percentage of the Scheduled Principal Balance
        of each Mortgage Loan in the related Loan Group that was the subject of a
        Principal Prepayment in full received by the Servicer during the related
        Prepayment Period;

       

      (iii) the
        applicable Subordinate Prepayment Percentage of each Principal Prepayment
        in
        part received during the related Prepayment Period with respect to each Mortgage
        Loan in the related Loan Group;

       

      (iv) the
        excess, if any, of (a) all Net Liquidation Proceeds allocable to principal
        received during the related Prepayment Period in respect of each Liquidated
        Mortgage Loan in the related Loan Group and all Subsequent Recoveries received
        in respect of each Liquidated Mortgage Loan in the related Loan Group during
        the
        related Due Period over (b) the sum of the amounts distributable to the related
        Senior Certificateholders pursuant to clause (iv) of the related definition
        of
        Senior Optimal Principal Amount on such Distribution Date;

       

      (v) the
        applicable Subordinate Prepayment Percentage of the sum of (a) the Scheduled
        Principal Balance of each Mortgage Loan in the related Loan Group which was
        purchased with respect to such Distribution Date and (b) the difference,
        if any,
        between the Scheduled Principal Balance of each Mortgage Loan in the related
        Loan Group that has been replaced by the Seller with a Substitute Mortgage
        Loan
        pursuant to the Mortgage Loan Purchase Agreement in connection with such
        Distribution Date over the Scheduled Principal Balance of each such Substitute
        Mortgage Loan; and

       

      (vi) on
        the
        Distribution Date on which the Current Principal Amounts of the Group I Senior
        Certificates, Group II Senior Certificates or Group III Senior Certificates
        have
        all been reduced to zero, 100% of the related Senior Optimal Principal Amount.
        After the aggregate Current Principal Amount of the Subordinate Certificates
        has
        been reduced to zero, the Subordinate Optimal Principal Amount shall be
        zero.

       

      Subordinate
        Percentage:
        The
        Group I Subordinate Percentage, Group II Subordinate Percentage or Group
        III
        Subordinate Percentage with respect to the Group I Mortgage Loans, Group
        II
        Mortgage Loans and Group III Mortgage Loans, respectively.

       

      Subordinate
        Prepayment Percentage:
        The
        Group I Subordinate Prepayment Percentage, Group II Subordinate Prepayment
        Percentage and Group III Subordinate Prepayment Percentage, with respect
        to the
        Group I Mortgage Loans, Group II Mortgage Loans and Group III Mortgage Loans,
        respectively.

       

      Subsequent
        Recoveries:
        As of
        any Distribution Date, amounts received by the Master Servicer during the
        related Due Period or surplus amounts held by the Master Servicer to cover
        estimated expenses (including, but not limited to, recoveries in respect
        of the
        representations and warranties made by the Seller pursuant to the Mortgage
        Loan
        Purchase Agreement) specifically related to a Liquidated Mortgage Loan or
        disposition of an REO Property prior to the related Prepayment Period that
        resulted in a Realized Loss, after the liquidation or disposition of such
        Mortgage Loan.

       

      Substitute
        Mortgage Loan:
        A
        mortgage loan tendered to the Trustee pursuant to the Servicing Agreement,
        the
        Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
        applicable, in each case, (i) which has an Outstanding Principal Balance
        not
        greater nor materially less than the Mortgage Loan for which it is to be
        substituted; (ii) which has a Mortgage Interest Rate and Net Rate not less
        than,
        and not materially greater than, such Mortgage Loan; (iii) which has a maturity
        date not materially earlier or later than such Mortgage Loan and not later
        than
        the latest maturity date of any Mortgage Loan; (iv) which is of the same
        property type and occupancy type as such Mortgage Loan; (v) which has a
        Loan-to-Value Ratio not greater than the Loan-to-Value Ratio of such Mortgage
        Loan; (vi) which is current in payment of principal and interest as of the
        date
        of substitution; (vii) as to which the payment terms do not vary in any material
        respect from the payment terms of the Mortgage Loan for which it is to be
        substituted and (viii) which has a Gross Margin, Periodic Rate Cap and Maximum
        Lifetime Mortgage Rate no less than those of such Mortgage Loan, has the
        same
        Index and interval between Interest Adjustment Dates as such Mortgage Loan,
        and
        a Minimum Lifetime Mortgage Rate no lower than that of such Mortgage
        Loan.

       

      Tax
        Administration and Tax Matters Person:
        The
        Trustee or any successor thereto or assignee thereof shall serve as tax
        administrator hereunder and as agent for the Tax Matters Person. The Holder
        of
        each Class of Residual Certificates shall be the Tax Matters Person for the
        related REMIC, as more particularly set forth in Section 9.12
        hereof.

       

      Trustee
        Fee:
        As to
        each Mortgage Loan and any Distribution Date an amount equal to 1/12th
        of the
        Trustee Fee Rate multiplied by the Stated Principal Balance of such Mortgage
        Loan as of the Due Date in the month preceding the month in which such
        Distribution Date occurs.

       

      Trustee
        Fee Rate:
        0.0085%

       

      Trustee:
        Wells
        Fargo Bank, N.A., or its successor in interest, or any successor trustee
        appointed as herein provided.

       

      Trust
        Fund or Trust:
        The
        corpus of the trust created by this Agreement, consisting of the Mortgage
        Loans
        and the other assets described in Section 2.01(a).

       

      Trustee
        Information:
        As
        defined in Section 3.18(b).

       

      Uncertificated
        Principal Balance:
        With
        respect to any REMIC I Regular Interest or REMIC II Regular Interest as of
        any
        Distribution Date, the initial principal amount of such regular interest
        as set
        forth in Sections 5.01(c)(i) and (c)(ii), reduced by (i) all amounts distributed
        on previous Distribution Dates on such regular interest with respect to
        principal, and (ii) the principal portion of all Realized Losses allocated
        prior
        to such Distribution Date to such regular interest, taking account of the
        Loss
        Allocation Limitation.

       

      Underlying
        Seller:
        Countrywide.

       

      Uninsured
        Cause:
        Any
        cause of damage to a Mortgaged Property or related REO Property such that
        the
        complete restoration of such Mortgaged Property or related REO Property is
        not
        fully reimbursable by the hazard insurance policies required to be maintained
        pursuant the Servicing Agreement, without regard to whether or not such policy
        is maintained.

       

      United
        States Person:
        A
        citizen
        or resident of the United States, a corporation or partnership (including
        an
        entity treated as a corporation or partnership for federal income tax purposes)
        created or organized in, or under the laws of, the United States or any state
        thereof or the District of Columbia (except, in the case of a partnership,
        to
        the extent provided in regulations), provided that, for purposes solely of
        the
        Class R Certificates, no partnership or other entity treated as a partnership
        for United States federal income tax purposes shall be treated as a United
        States Person unless all persons that own an interest in such partnership
        either
        directly or through any entity that is not a corporation for United States
        federal income tax purposes are United States Persons, or an estate whose
        income
        is subject to United States federal income tax regardless of its source,
        or a
        trust if a court within the United States is able to exercise primary
        supervision over the administration of the trust and one or more such United
        States Persons have the authority to control all substantial decisions of
        the
        trust. To the extent prescribed in regulations by the Secretary of the Treasury,
        which have not yet been issued, a trust which was in existence on August
        20,
        1996 (other than a trust treated as owned by the grantor under subpart E
        of part
        I of subchapter J of chapter 1 of the Code), and which was treated as a United
        States Person on August 20, 1996, may elect to continue to be treated as
        a
        United States Person notwithstanding the previous sentence.

       

      Wells
        Fargo:
        Wells
        Fargo Bank, N.A.

       

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      ARTICLE
        II

      CONVEYANCE
        OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

       

      Section
        2.01  Conveyance
        of Mortgage Loans to Trustee.

       

      (a)  The
        Depositor concurrently with the execution and delivery of this Agreement,
        sells,
        transfers and assigns to the Trust without recourse all its right, title
        and
        interest in and to (i) the Mortgage Loans identified in the Mortgage Loan
        Schedule, including all interest and principal due with respect to the Mortgage
        Loans after the Cut-off Date but excluding any payments of principal and
        interest due on or prior to the Cut-off Date; (ii) such assets as shall from
        time to time be credited or are required by the terms of this Agreement to
        be
        credited to the Distribution Account maintained by the Trustee, (iii) such
        assets as shall from time to time be credited or are required by the terms
        of
        this Agreement to be credited to the Master Servicer Collection Account
        maintained by the Master Servicer, (iv) such assets relating to the Mortgage
        Loans as from time to time may be held by the Servicer in Protected Accounts
        and
        the Trustee in the Distribution Account, (v) any REO Property, (vi) the Required
        Insurance Policies and any amounts paid or payable by the insurer under any
        Insurance Policy (to the extent the mortgagee has a claim thereto), (vii)
        the
        Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a),
        (viii) the rights with respect to the Servicing Agreement as assigned to
        the
        Trustee on behalf of the Certificateholders by the Assignment Agreements
        and
        (ix) any proceeds of the foregoing. Although it is the intent of the parties
        to
        this Agreement that the conveyance of the Depositor’s right, title and interest
        in and to the Mortgage Loans and other assets in the Trust Fund pursuant
        to this
        Agreement shall constitute a purchase and sale and not a loan, in the event
        that
        such conveyance is deemed to be a loan, it is the intent of the parties to
        this
        Agreement that the Depositor shall be deemed to have granted to the Trustee
        a
        first priority perfected security interest in all of the Depositor’s right,
        title and interest in, to and under the Mortgage Loans and other assets in
        the
        Trust Fund, and that this Agreement shall constitute a security agreement
        under
        applicable law. The Depositor, the Seller, the Master Servicer and the Trustee
        agree that it is not intended that any mortgage loan be conveyed to the Trust
        that is either (i) a “High-Cost Home Loan” as defined in the New Jersey Home
        Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as
        defined in the New Mexico Home Loan Protection Act effective January 1, 2004
        (iii) a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory
        Home Loan Practices Act effective November 7, 2004 or (iv) a “High-Cost Home
        Loan” as defined by the Indiana High Cost Home Loan Law effective January 1,
        2005.

       

      (b)  In
        connection with the above transfer and assignment, the Depositor hereby delivers
        to the Custodian, on behalf of the Trustee, with respect to each Mortgage
        Loan:

       

      (i)  the
        original Mortgage Note, endorsed without recourse (A) to the order of the
        Trustee or in blank, or (B) in the case of a loan registered on the MERS
        system,
        in blank, and in each case showing an unbroken chain of endorsements
        from the originator, at the time it made the initial endorsement, to the
        last
        endorsee up to and including the point the Sponsor acquired such mortgage
        loan;

       

      (ii)  the
        original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
        the
        presence of the MIN and language indicating that such Mortgage Loan is a
        MOM
        Loan, which shall have been recorded (or, for Mortgage Loans other than the
        EMC
        Flow Loans, if the original is not available, a copy), with evidence of such
        recording indicated thereon (or if clause (w) in the proviso below applies,
        shall be in recordable form). 

       

      (iii)  unless
        the Mortgage Loan is registered on the MERS® System, a certified copy of the
        assignment (which may be in the form of a blanket assignment if permitted
        in the
        jurisdiction in which the Mortgaged Property is located) to “Wells
        Fargo,
        N.A.,
        as Trustee”, with evidence of recording with respect to each Mortgage Loan in
        the name of the Trustee thereon (or if clause (w) in the proviso below applies
        or for Mortgage Loans with respect to which the related Mortgaged Property
        is
        located in a state other than Maryland or an Opinion of Counsel has been
        provided as set forth in this Section 2.01(b), shall be in recordable
        form);

       

      (iv)  all
        intervening assignments of the Security Instrument, if applicable and only
        to
        the extent available to the Depositor with evidence of recording
        thereon;

       

      (v)  the
        original or a copy of the policy or certificate of primary mortgage guaranty
        insurance, to the extent available, if any;

       

      (vi)  the
        original policy of title insurance or mortgagee’s certificate of title insurance
        or commitment or binder for title insurance; and

       

      (vii)  originals
        of all modification agreements, if applicable and available;

       

      provided,
        however,
        that in
        lieu of the foregoing, the Depositor may deliver to the Custodian, on behalf
        of
        the Trustee, the following documents, under the circumstances set forth below:
        (w) in lieu of the original Security Instrument, assignments to the Trustee
        or
        intervening assignments thereof which have been delivered, are being delivered
        or will, upon receipt of recording information relating to the Security
        Instrument required to be included thereon, be delivered to recording offices
        for recording and have not been returned to the Depositor in time to permit
        their delivery as specified above, the Depositor may deliver, or cause to
        be
        delivered, a true copy thereof with a stamp on the face of such copy,
        substantially as follows: “Certified to be a true and correct copy of the
        original”; (x) in lieu of the Security Instrument, assignment to the Trustee or
        intervening assignments thereof, if the applicable jurisdiction retains the
        originals of such documents (as evidenced by a certification from the Depositor
        to such effect) the Depositor may deliver photocopies of such documents
        containing an original certification by the judicial or other governmental
        authority of the jurisdiction where such documents were recorded; (y) in
        lieu of
        the Mortgage Notes relating to the Mortgage Loans identified on Exhibit 5
        to the
        Mortgage Loan Purchase Agreement, the Depositor may deliver lost note affidavits
        from the Seller; and (z) the Depositor shall not be required to deliver
        intervening assignments or Mortgage Note endorsements between the related
        Underlying Seller and the Seller, between the Seller and the Depositor, and
        between the Depositor and the Trustee; and provided, further, however, that
        in
        the case of Mortgage Loans which have been prepaid in full after the Cut-off
        Date and prior to the Closing Date, the Depositor, in lieu of delivering
        the
        above documents, may deliver to the Trustee or the Custodian, on its behalf,
        a
        certification to such effect and shall deposit all amounts paid in respect
        of
        such Mortgage Loans in the Master Servicer Collection Account on the Closing
        Date. The Depositor shall deliver such original documents (including any
        original documents as to which certified copies had previously been delivered)
        to the Trustee or the Custodian, on its behalf, promptly after they are
        received. The Depositor shall cause the Seller, at its expense, to cause
        each
        assignment of the Security Instrument to the Trustee to be recorded not later
        than 180 days after the Closing Date, unless (a) such recordation is not
        required by the Rating Agencies or an Opinion of Counsel addressed to the
        Trustee has been provided to the Trustee (with a copy to the Custodian) which
        states that recordation of such Security Instrument is not required to protect
        the interests of the Certificateholders in the related Mortgage Loans or
        (b)
        MERS is identified on the Mortgage or on a properly recorded assignment of
        the
        Mortgage as the mortgagee of record solely as nominee for the Seller and
        its
        successor and assigns; provided, however, notwithstanding the foregoing,
        each
        assignment shall be submitted for recording by the Seller in the manner
        described above, at no expense to the Trust or the Trustee or the Custodian,
        on
        its behalf, upon the earliest to occur of: (i) reasonable direction by the
        Holders of Certificates evidencing Fractional Undivided Interests aggregating
        not less than 25% of the Trust, (ii) the occurrence of an Event of Default,
        (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating
        to the
        Seller and (iv) the occurrence of a servicing transfer as described in Section
        8.02 hereof. 

       

      Section
        2.02  Acceptance
        of Mortgage Loans by Trustee.

       

      (a)  The
        Trustee acknowledges the sale, transfer and assignment of the Trust Fund
        to it
        by the Depositor and receipt of, subject to further review and the exceptions
        which may be noted pursuant to the procedures described below, and declares
        that
        it holds, the documents (or certified copies thereof) delivered to the
        Custodian, on its behalf, pursuant to Section 2.01, and declares that it
        will
        continue to hold those documents and any amendments, replacements or supplements
        thereto and all other assets of the Trust Fund delivered to it (or the Custodian
        on its behalf) as Trustee in trust for the use and benefit of all present
        and
        future Holders of the Certificates. On the Closing Date, with respect to
        the
        Mortgage Loans, the Custodian shall acknowledge with respect to each Mortgage
        Loan by delivery to the Depositor, EMC, the Master Servicer and the Trustee
        of
        an Initial Certification substantially in the form of Exhibit One to the
        Custodial Agreement, receipt of the Mortgage File, but without review of
        such
        Mortgage File, except to the extent necessary to confirm that such Mortgage
        File
        contains the related Mortgage Note or lost note affidavit. No later than
        90 days
        after the Closing Date (or with respect to any Substitute Mortgage Loan,
        within
        five Business Days after the receipt by the Trustee or Custodian thereof),
        the
        Trustee agrees, for the benefit of the Certificateholders, to review or cause
        to
        be reviewed by the Custodian on its behalf (under the Custodial Agreement),
        each
        Mortgage File delivered to it (or the Custodian on its behalf) and to execute
        and deliver, or cause to be executed and delivered, to the Depositor, EMC,
        the
        Master Servicer and the Trustee an Interim Certification substantially in
        the
        form of Exhibit Two to the Custodial Agreement. In conducting such review,
        the
        Trustee or Custodian on behalf of the Trustee will ascertain whether all
        required documents have been executed and received, and based on the related
        Mortgage Loan Schedule, whether those documents relate, determined on the
        basis
        of the Mortgagor name, original principal balance and loan number, to the
        Mortgage Loans it has received, as identified in the related Mortgage Loan
        Schedule. In performing any such review, the Trustee or the Custodian, on
        its
        behalf, may conclusively rely on the purported due execution and genuineness
        of
        any such document and on the purported genuineness of any signature thereon.
        If
        the Trustee or the Custodian, on its behalf, finds any document constituting
        part of the Mortgage File has not been executed or received, or to be unrelated,
        determined on the basis of the Mortgagor name, original principal balance
        and
        loan number, to the Mortgage Loans identified in Exhibit B, or to appear
        defective on its face (i.e. torn, mutilated, or otherwise physically altered)
        (a
“Material Defect”), the Trustee or the Custodian, on its behalf, shall, upon
        completion of the review of all files, but in no event later than 90 days
        after
        the Closing Date, notify the Seller. In accordance with the Mortgage Loan
        Purchase Agreement, the Seller shall correct or cure any such defect within
        ninety (90) days from the date of notice from the Trustee or the Custodian,
        on
        its behalf, of the defect and if the Seller fails to correct or cure the
        defect
        within such period, and such defect materially and adversely affects the
        interests of the Certificateholders in the related Mortgage Loan, the Trustee
        shall enforce the Seller’s obligation under the Mortgage Loan Purchase
        Agreement, within 90 days from the Trustee’s or the Custodian’s notification,
        provide a Substitute Mortgage Loan (if within two years of the Closing Date)
        or
        purchase such Mortgage Loan at the Purchase Price; provided that, if such
        defect
        would cause the Mortgage Loan to be other than a “qualified mortgage” as defined
        in Section 860G(a)(3) of the Code, any such cure or repurchase must occur
        within
        90 days from the date such breach was discovered; provided, however, that
        if
        such defect relates solely to the inability of the Seller to deliver the
        original Security Instrument or intervening assignments thereof, or a certified
        copy because the originals of such documents, or a certified copy have not
        been
        returned by the applicable jurisdiction, the Seller shall not be required
        to
        purchase such Mortgage Loan if the Seller delivers such original documents
        or
        certified copy promptly upon receipt, but in no event later than 360 days
        after
        the Closing Date. The foregoing repurchase obligation shall not apply in
        the
        event that the Seller cannot deliver such original or copy of any document
        submitted for recording to the appropriate recording office in the applicable
        jurisdiction because such document has not been returned by such office;
        provided that the Seller shall instead deliver a recording receipt of such
        recording office or, if such receipt is not available, a certificate confirming
        that such documents have been accepted for recording, and delivery to the
        Trustee or the Custodian, on its behalf, shall be effected by the Seller
        within
        thirty days of its receipt of the original recorded document.

       

      (b)  No
        later
        than 180 days after the Closing Date (or with respect to any Substitute Mortgage
        Loan, within five Business Days after the receipt by the Trustee or the
        Custodian thereof), the Trustee or the Custodian, on its behalf, will review,
        for the benefit of the Certificateholders, the Mortgage Files delivered to
        it
        and will execute and deliver or cause to be executed and delivered to the
        Depositor, EMC, the Master Servicer and the Trustee a Final Certification
        substantially in the form of Exhibit Three to the Custodial Agreement. In
        conducting such review, the Trustee or the Custodian, on its behalf, will
        ascertain whether an original of each document required to be recorded has
        been
        returned from the recording office with evidence of recording thereon or
        a
        certified copy has been obtained from the recording office. If the Trustee
        or
        the Custodian, on its behalf, finds a Material Defect, the Trustee or the
        Custodian, on its behalf, shall, upon completion of the review of all files,
        but
        in no event later than 180 days after the Closing Date, notify the Seller
        (provided, however, that with respect to those documents described in
        subsections (b)(iv), (v) and (vii) of Section 2.01, the Trustee’s and
        Custodian’s obligations shall extend only to the documents actually delivered to
        the Custodian pursuant to such subsections). In accordance with the Mortgage
        Loan Purchase Agreement, the Seller shall correct or cure any such defect
        within
        90 days from the date of notice from the Trustee or the Custodian, on its
        behalf, of the Material Defect and if the Seller is unable to cure such defect
        within such period, and if such defect materially and adversely affects the
        interests of the Certificateholders in the related Mortgage Loan, the Trustee
        shall enforce the Seller’s obligation under the Mortgage Loan Purchase
        Agreement, within 90 days from the Trustee’s or Custodian’s notification,
        provide a Substitute Mortgage Loan (if within two years of the Closing Date)
        or
        purchase such Mortgage Loan at the Purchase Price; provided that, if such
        defect
        would cause the Mortgage Loan to be other than a “qualified mortgage” as defined
        in Section 860G(a)(3) of the Code, any such cure, repurchase or substitution
        must occur within 90 days from the date such breach was discovered; provided,
        however, that if such defect relates solely to the inability of the Seller
        to
        deliver the original Security Instrument or intervening assignments thereof,
        or
        a certified copy, because the originals of such documents or a certified
        copy,
        have not been returned by the applicable jurisdiction, the Seller shall not
        be
        required to purchase such Mortgage Loan, if the Seller delivers such original
        documents or certified copy promptly upon receipt, but in no event later
        than
        360 days after the Closing Date. The foregoing repurchase obligation shall
        not
        apply in the event that the Seller cannot deliver such original or copy of
        any
        document submitted for recording to the appropriate recording office in the
        applicable jurisdiction because such document has not been returned by such
        office; provided that the Seller shall instead deliver a recording receipt
        of
        such recording office or, if such receipt is not available, a certificate
        confirming that such documents have been accepted for recording, and delivery
        to
        the Trustee or the Custodian, on its behalf, shall be effected by the Seller
        within thirty days of its receipt of the original recorded
        document.

       

      (c)  In
        the
        event that a Mortgage Loan is purchased by the Seller in accordance with
        Subsections 2.02(a) or (b) above, EMC shall remit to the Master Servicer
        the
        Purchase Price for deposit in the Master Servicer Collection Account and
        the
        Seller shall provide to the Trustee written notification detailing the
        components of the Purchase Price. Upon deposit of the Purchase Price in the
        Master Servicer Collection Account, the Depositor shall notify the Trustee
        and
        the Custodian, on behalf of the Trustee (upon receipt of a Request for Release
        in the form of Exhibit D attached hereto, with respect to such Mortgage Loan),
        shall release to the Seller the related Mortgage File and the Trustee shall
        execute and deliver all instruments of transfer or assignment, without recourse,
        representation or warranty, furnished to it by the Seller, as are necessary
        to
        vest in the Seller title to and rights under the Mortgage Loan. Such purchase
        shall be deemed to have occurred on the date on which the Purchase Price
        in
        available funds is received by the Trustee. The Trustee shall amend the Mortgage
        Loan Schedule, which was previously delivered to it by the Depositor in a
        form
        agreed to between the Depositor and the Trustee, to reflect such repurchase
        and
        shall promptly notify the Rating Agencies of such amendment and furnish a
        copy
        of the amended Mortgage Loan Schedule to the Master Servicer and the Custodian.
        To enable the Trustee to amend the Mortgage Loan Schedule, the Seller shall,
        unless it cures such breach in a timely fashion pursuant to this Section
        2.02,
        promptly notify the Trustee whether it intends either to repurchase, or to
        substitute for, the Mortgage Loan affected by such breach. The obligation
        of the
        Seller to repurchase or substitute for any Mortgage Loan a Substitute Mortgage
        Loan as to which such a defect in a constituent document exists shall be
        the
        sole remedy respecting such defect available to the Certificateholders or
        to the
        Trustee on their behalf.

       

      Section
        2.03  Assignment
        of Interest in the Mortgage Loan Purchase Agreement.

       

      (a)  The
        Depositor hereby assigns to the Trustee, on behalf of the Certificateholders,
        all of its right, title and interest in the Mortgage Loan Purchase Agreement,
        including but not limited to the Depositor’s rights and obligations pursuant to
        the Servicing Agreement (noting that the Seller has retained the right in
        the
        event of breach of the representations, warranties and covenants, if any,
        with
        respect to the related Mortgage Loans of the Servicer under the Servicing
        Agreement to enforce the provisions thereof and to seek all or any available
        remedies). The obligations of the Seller to substitute or repurchase, as
        applicable, a Mortgage Loan shall be the Trustee’s and the Certificateholders’
sole remedy for any breach thereof. At the request of the Trustee, the Depositor
        shall take such actions as may be necessary to enforce the above right, title
        and interest on behalf of the Trustee and the Certificateholders or shall
        execute such further documents as the Trustee may reasonably require in order
        to
        enable the Trustee to carry out such enforcement.

       

      (b)  If
        the
        Depositor, the Master Servicer or the Trustee discovers a breach of any of
        the
        representations and warranties set forth in the Mortgage Loan Purchase
        Agreement, which breach materially and adversely affects the value of the
        interests of Certificateholders or the Trustee in the related Mortgage Loan,
        the
        party discovering the breach shall give prompt written notice of the breach
        to
        the other parties to this Agreement. The Seller, within 90 days of its discovery
        or receipt of notice that such breach has occurred (whichever occurs earlier),
        shall cure the breach in all material respects or, subject to the Mortgage
        Loan
        Purchase Agreement or Section 2.04 of this Agreement, as applicable, shall
        purchase the Mortgage Loan or any property acquired with respect thereto
        from
        the Trustee; provided, however, that if there is a breach of any representation
        set forth in the Mortgage Loan Purchase Agreement or Section 2.04 of this
        Agreement, as applicable, and the Mortgage Loan or the related property acquired
        with respect thereto has been sold, then the Seller shall pay, in lieu of
        the
        Purchase Price, any excess of the Purchase Price over the Net Liquidation
        Proceeds received upon such sale. If the Net Liquidation Proceeds exceed
        the
        Purchase Price, any excess shall be paid to the Seller to the extent not
        required by law to be paid to the borrower. Any such purchase by the Seller
        shall be made by providing an amount equal to the Purchase Price to the Master
        Servicer for deposit in the Master Servicer Collection Account and written
        notification detailing the components of such Purchase Price to the Trustee.
        The
        Depositor shall notify the Trustee and submit to the Custodian, on behalf
        of the
        Trustee, a Request for Release, and the Custodian shall release, or the Trustee
        shall cause the Custodian to release, to the Seller the related Mortgage
        File
        and the Trustee shall execute and deliver all instruments of transfer or
        assignment furnished to it by the Seller, without recourse, representation
        or
        warranty as are necessary to vest in the Seller title to and rights under
        the
        Mortgage Loan or any property acquired with respect thereto. Such purchase
        shall
        be deemed to have occurred on the date on which the Purchase Price in available
        funds is received by the Trustee. The Trustee shall amend the Mortgage Loan
        Schedule to reflect such repurchase and shall promptly notify the Trustee
        of
        such amendment and furnish a copy of the amended Mortgage Loan Schedule to
        the
        Master Servicer and the Custodian. Enforcement of the obligation of the Seller
        to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan
        or
        any property acquired with respect thereto (or pay the Purchase Price as
        set
        forth in the above proviso) as to which a breach has occurred and is continuing
        shall constitute the sole remedy respecting such breach available to the
        Certificateholders or the Trustee on their behalf.

       

      In
        connection with any repurchase of a Mortgage Loan pursuant to this Section
        2.03,
        the Seller shall, or cause the Servicer to, furnish to
        the
        Trustee an Officer’s Certificate,
        signed
        by a duly authorized officer of the Seller or the Servicer, as the case may
        be,
        to the effect that such repurchase has been made in accordance with the terms
        and conditions of this Agreement and that all conditions precedent to such
        repurchase have been satisfied, including the delivery to the Master Servicer
        of
        the Purchase Price for deposit into the Master Servicer Collection Account,
        together with copies of any Opinion of Counsel required to be delivered pursuant
        to this Agreement and the related Request for Release. Solely
        for purposes of the Trustee providing an Assessment of Compliance, upon receipt
        of such documentation, the Trustee shall approve such repurchase and which
        approval shall consist solely of the Trustee’s receipt of such documentation and
        deposits. It is understood and agreed that the obligation under this Agreement
        of the Seller to repurchase any Mortgage Loan as to which a breach has occurred
        and is continuing shall constitute the sole remedies against the Seller
        respecting such breach available to Certificateholders, the Depositor or
        the
        Trustee.

       

      Section
        2.04  Substitution
        of Mortgage Loans.

       

      Notwithstanding
        anything to the contrary in this Agreement, in lieu of purchasing a Mortgage
        Loan pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or
        2.03
        of this Agreement, the Seller may, no later than the date by which such purchase
        by the Seller would otherwise be required, tender to the Trustee a Substitute
        Mortgage Loan accompanied by a certificate of an authorized officer of the
        Seller that such Substitute Mortgage Loan conforms to the requirements set
        forth
        in the definition of “Substitute Mortgage Loan” in this Agreement; provided,
        however, that substitution pursuant to the Mortgage Loan Purchase Agreement
        or
        Section 2.04 of this Agreement, as applicable, in lieu of purchase shall
        not be
        permitted after the termination of the two-year period beginning on the Startup
        Day; provided, further, that if a breach would cause the Mortgage Loan to
        be
        other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code,
        any such substitution must occur within 90 days from the date the breach
        was
        discovered. The Custodian, on behalf of the Trustee, shall examine the Mortgage
        File for any Substitute Mortgage Loan in the manner set forth in Section
        2.02(a)
        and the Trustee or the Custodian, on its behalf, shall notify the Seller,
        in
        writing, within five Business Days after receipt, whether or not the documents
        relating to the Substitute Mortgage Loan satisfy the requirements of the
        fifth
        sentence of Subsection 2.02(a). Within two Business Days after such
        notification, the Seller shall provide to the Trustee for deposit in the
        Distribution Account the amount, if any, by which the Outstanding Principal
        Balance as of the next preceding Due Date of the Mortgage Loan for which
        substitution is being made, after giving effect to the Scheduled Principal
        due
        on such date, exceeds the Outstanding Principal Balance as of such date of
        the
        Substitute Mortgage Loan, after giving effect to Scheduled Principal due
        on such
        date, which amount shall be treated for the purposes of this Agreement as
        if it
        were the payment by the Seller of the Purchase Price for the purchase of
        a
        Mortgage Loan by the Seller. After such notification to the Seller and, if
        any
        such excess exists, upon receipt of such deposit, the Trustee shall accept
        such
        Substitute Mortgage Loan which shall thereafter be deemed to be a Mortgage
        Loan
        hereunder. In the event of such a substitution, accrued interest on the
        Substitute Mortgage Loan for the month in which the substitution occurs and
        any
        Principal Prepayments made thereon during such month shall be the property
        of
        the Trust Fund and accrued interest for such month on the Mortgage Loan for
        which the substitution is made and any Principal Prepayments made thereon
        during
        such month shall be the property of the Seller. The Scheduled Principal on
        a
        Substitute Mortgage Loan due on the Due Date in the month of substitution
        shall
        be the property of the Seller and the Scheduled Principal on the Mortgage
        Loan
        for which the substitution is made due on such Due Date shall be the property
        of
        the Trust Fund. Upon acceptance of the Substitute Mortgage Loan (and delivery
        to
        the Custodian of a Request for Release for such Mortgage Loan), the Custodian,
        on behalf of the Trustee, shall release to the Seller the related Mortgage
        File
        related to any Mortgage Loan released pursuant to the Mortgage Loan Purchase
        Agreement or Section 2.04 of this Agreement, as applicable, and shall execute
        and deliver all instruments of transfer or assignment, without recourse,
        representation or warranty in form as provided to it as are necessary to
        vest in
        the Seller title to and rights under any Mortgage Loan released pursuant
        to the
        Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
        applicable. The Seller shall deliver to the Custodian the documents related
        to
        the Substitute Mortgage Loan in accordance with the provisions of the Mortgage
        Loan Purchase Agreement or Subsections 2.01(b) and 2.02(b) of this Agreement,
        as
        applicable, with the date of acceptance of the Substitute Mortgage Loan deemed
        to be the Closing Date for purposes of the time periods set forth in those
        Subsections. The representations and warranties set forth in the Mortgage
        Loan
        Purchase Agreement shall be deemed to have been made by the Seller with respect
        to each Substitute Mortgage Loan as of the date of acceptance of such Mortgage
        Loan by the Trustee. The Trustee shall amend the Mortgage Loan Schedule to
        reflect such substitution and shall provide a copy of such amended Mortgage
        Loan
        Schedule to the Trustee, the Master Servicer, the Seller, the Custodian and
        the
        Rating Agencies. 

       

      In
        connection with any substitution of a Mortgage Loan pursuant to this Section
        2.04, the Seller shall, or cause the Servicer to, furnish to the Trustee
        and the
        Master Servicer an Officer’s Certificate, signed by a duly authorized officer of
        the Seller or the Servicer, as the case may be, to the effect that such
        substitution has been made in accordance with the terms and conditions of
        this
        Agreement and that all conditions precedent to such substitution have been
        satisfied, together with copies of any Opinion of Counsel required to be
        delivered pursuant to this Agreement and the related Request for Release.
        Solely
        for purposes of the Trustee providing an Assessment of Compliance, upon receipt
        of such documentation, the Trustee shall approve such substitution and which
        approval shall be based solely on the Trustee’s receipt of such documentation
        and deposits. It is understood and agreed that the obligation under this
        Agreement of the Seller to substitute any Mortgage Loan as to which a breach
        has
        occurred and is continuing shall constitute the sole remedies against the
        Seller
        respecting such breach available to Certificateholders, the Depositor or
        the
        Trustee.

      


      Section
        2.05  Issuance
        of Certificates.

       

      (a)  The
        Trustee acknowledges the assignment to it of the Mortgage Loans and the other
        assets comprising the Trust Fund and, concurrently therewith, the Trustee
        has
        signed, and countersigned and delivered to the Depositor, in exchange therefor,
        Certificates in such authorized denominations representing such Fractional
        Undivided Interests as the Depositor has requested. The Trustee (or the
        Custodian on its behalf) agrees that it will hold the Mortgage Loans and
        such
        other assets as may from time to time be delivered to it (or the Custodian
        on
        its behalf) segregated on the books of the Trustee in trust for the benefit
        of
        the Certificateholders.

       

      (b)  The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        Mortgage Loans and the other assets of REMIC I for the benefit of the holders
        of
        the REMIC I Interests. The Trustee acknowledges receipt of such assets and
        declares that it holds and will hold the same in trust for the exclusive
        use and
        benefit of the holders of the REMIC I Interests. 

       

      (c)  The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        REMIC
        I Regular Interests and the other assets of REMIC II for the benefit of the
        holders of the REMIC II Interests. The Trustee acknowledges receipt of the
        REMIC
        I Regular Interests (which are uncertificated) and the other assets of REMIC
        II
        and declares that it holds and will hold the same in trust for the exclusive
        use
        and benefit of the holders of the REMIC II Interests.

       

      (d)  The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        REMIC
        II Regular Interests and the other assets of REMIC III for the benefit of
        the
        Holders of the Certificates (other than the Class R-I Certificates and the
        Class
        R-II Certificates). The Trustee acknowledges receipt of the REMIC II Regular
        Interests (which are uncertificated) and the other assets of REMIC III and
        declares that it holds and will hold the same in trust for the exclusive
        use and
        benefit of the Holders of the Certificates (other than the Class R-I
        Certificates and the Class R-II Certificates).

       

      Section
        2.06  Representations
        and Warranties Concerning the Depositor.

       

      The
        Depositor hereby represents and warrants to the Trustee and the Master Servicer
        as follows:

       

      (i)  the
        Depositor (a) is a corporation duly organized, validly existing and in good
        standing under the laws of the State of Delaware and (b) is qualified and
        in
        good standing as a foreign corporation to do business in each jurisdiction
        where
        such qualification is necessary, except where the failure so to qualify would
        not reasonably be expected to have a material adverse effect on the Depositor’s
        business as presently conducted or on the Depositor’s ability to enter into this
        Agreement and to consummate the transactions contemplated hereby;

       

      (ii)  the
        Depositor has full corporate power to own its property, to carry on its business
        as presently conducted and to enter into and perform its obligations under
        this
        Agreement;

       

      (iii)  the
        execution and delivery by the Depositor of this Agreement have been duly
        authorized by all necessary corporate action on the part of the Depositor;
        and
        neither the execution and delivery of this Agreement, nor the consummation
        of
        the transactions herein contemplated, nor compliance with the provisions
        hereof,
        will conflict with or result in a breach of, or constitute a default under,
        any
        of the provisions of any law, governmental rule, regulation, judgment, decree
        or
        order binding on the Depositor or its properties or the articles of
        incorporation or by-laws of the Depositor, except those conflicts, breaches
        or
        defaults which would not reasonably be expected to have a material adverse
        effect on the Depositor’s ability to enter into this Agreement and to consummate
        the transactions contemplated hereby;

       

      (iv)  the
        execution, delivery and performance by the Depositor of this Agreement and
        the
        consummation of the transactions contemplated hereby do not require the consent
        or approval of, the giving of notice to, the registration with, or the taking
        of
        any other action in respect of, any state, federal or other governmental
        authority or agency, except those consents, approvals, notices, registrations
        or
        other actions as have already been obtained, given or made;

       

      (v)  this
        Agreement has been duly executed and delivered by the Depositor and, assuming
        due authorization, execution and delivery by the other parties hereto,
        constitutes a valid and binding obligation of the Depositor enforceable against
        it in accordance with its terms (subject to applicable bankruptcy and insolvency
        laws and other similar laws affecting the enforcement of the rights of creditors
        generally);

       

      (vi)  there
        are
        no actions, suits or proceedings pending or, to the knowledge of the Depositor,
        threatened against the Depositor, before or by any court, administrative
        agency,
        arbitrator or governmental body (i) with respect to any of the transactions
        contemplated by this Agreement or (ii) with respect to any other matter which
        in
        the judgment of the Depositor will be determined adversely to the Depositor
        and
        will if determined adversely to the Depositor materially and adversely affect
        the Depositor’s ability to enter into this Agreement or perform its obligations
        under this Agreement; and the Depositor is not in default with respect to
        any
        order of any court, administrative agency, arbitrator or governmental body
        so as
        to materially and adversely affect the transactions contemplated by this
        Agreement; 

       

      (vii)  The
        Depositor has filed all reports required to be filed by Section 13 or Section
        15(d) of the Exchange Act during the preceding 12 months (or for such shorter
        period that the Depositor was required to file such reports) and it has been
        subject to such filing requirements for the past 90 days; and

       

      (viii)  immediately
        prior to the transfer and assignment to the Trustee, each Mortgage Note and
        each
        Mortgage were not subject to an assignment or pledge, and the Depositor had
        good
        and marketable title to and was the sole owner thereof and had full right
        to
        transfer and sell such Mortgage Loan to the Trustee free and clear of any
        encumbrance, equity, lien, pledge, charge, claim or security
        interest.

       

      Section
        2.07  Purposes
        and Powers of the Trust. 

       

      The
        purpose of the common law trust, as created hereunder, is to engage in the
        following activities:

       

      (a) acquire
        and hold the Mortgage Loans and the other assets of the Trust Fund and the
        proceeds therefrom;

       

      (b) to
        issue
        the Certificates sold to the Depositor in exchange for the Mortgage
        Loans;

       

      (c) to
        make
        payments on the Certificates;

       

      (d) to
        engage
        in those activities that are necessary, suitable or convenient to accomplish
        the
        foregoing or are incidental thereto or connected therewith; and

       

      (e) subject
        to compliance with this Agreement, to engage in such other activities as
        may be
        required in connection with conservation of the Trust Fund and the making
        of
        distributions to the Certificateholders.

       

      The
        trust
        is hereby authorized to engage in the foregoing activities. The trust shall
        not
        engage in any activity other than in connection with the foregoing or other
        than
        as required or authorized by the terms of this Agreement while any Certificate
        is outstanding.

       

      Section
        2.08  Delivery
        of Opinion of Counsel in Connection with Substitutions and
        Purchases. 

       

      Notwithstanding
        any contrary provision of this Agreement, with respect to any Mortgage Loan
        that
        is not in default or as to which default is not reasonably foreseeable, no
        repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 shall
        be made
        unless the Seller delivers to the Trustee an Opinion of Counsel, addressed
        to
        the Trustee, to the effect that such repurchase or substitution would not
        (i)
        result in the imposition of the tax on “prohibited transactions” of REMIC I,
        REMIC II or REMIC III, or contributions after the Startup Date, as defined
        in
        Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause
        any of
        REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time
        that
        any Certificates are outstanding. Any Mortgage Loan as to which repurchase
        or
        substitution was delayed pursuant to this paragraph shall be repurchased
        or the
        substitution therefor shall occur (subject to compliance with Sections 2.02,
        2.03 or 2.04) upon the earlier of (a) the occurrence of a default or default
        becoming reasonably foreseeable with respect to such Mortgage Loan and (b)
        receipt by the Trustee of an Opinion of Counsel addressed to the Trustee
        to the
        effect that such repurchase or substitution, as applicable, will not result
        in
        the events described in clause (i) or clause (ii) of the preceding sentence.
        

       

       

      ARTICLE
        III

      ADMINISTRATION
        AND MASTER SERVICING OF MORTGAGE LOANS; SEC REPORTING

       

      Section
        3.01  Master
        Servicer.

       

      The
        Master Servicer shall, from and after the Closing Date, supervise, monitor
        and
        oversee the obligation of the Servicer to service and administer their
        respective Mortgage Loans in accordance with the terms of the Servicing
        Agreement and shall have full power and authority to do any and all things
        which
        it may deem necessary or desirable in connection with such master servicing
        and
        administration. In performing its obligations hereunder, the Master Servicer
        shall act in a manner consistent with Accepted Master Servicing Practices.
        Furthermore, the Master Servicer shall oversee and consult with the Servicer
        as
        necessary from time-to-time to carry out the Master Servicer’s obligations
        hereunder, shall receive, review and evaluate all reports, information and
        other
        data provided to the Master Servicer by the Servicer and shall cause the
        Servicer to perform and observe the covenants, obligations and conditions
        to be
        performed or observed by the Servicer under its applicable Servicing Agreement.
        The Master Servicer shall independently and separately monitor the Servicer’s
        servicing activities with respect to each related Mortgage Loan, reconcile
        the
        results of such monitoring with such information provided in the previous
        sentence on a monthly basis and coordinate corrective adjustments to the
        Servicer’s and Master Servicer’s records, and based on such reconciled and
        corrected information, the Master Servicer shall provide a report in the
        form of
        a computer readable magnetic tape (or by such other means as the Master Servicer
        and the Trustee may agree from time to time) containing such data and
        information, as agreed to by the Master Servicer and the Trustee such as
        to
        permit the Trustee to prepare the statements specified in Section 6.04 by
        12:00
        p.m. Central
        Standard Time
        on the
        5th
        Business
        Day prior to each Distribution Date, and prepare any other information and
        statements required to be forwarded by the Master Servicer hereunder;
        provided, however, in no event shall the Master Servicer be required to provide
        such information to the Trustee earlier than 12:00 p.m. Central
        Standard Time
        on the
        19th
        calendar
        day of the month.
        The
        Master Servicer shall reconcile the results of its Mortgage Loan monitoring
        with
        the actual remittances of the Servicer to the Master Servicer pursuant to
        the
        Servicing Agreement. The
        Master Servicer shall be entitled to conclusively rely on the Mortgage Loan
        data
        provided by the Servicer and
        shall
        have no liability for
        any
        errors in such Mortgage Loan data.

       

      In
        addition to the foregoing, in connection with a modification of any Mortgage
        Loan by the Servicer, if the Master Servicer is unable to enforce the
        obligations of the Servicer with respect to such modification, the Master
        Servicer shall notify the Depositor of the Servicer’s failure to comply with the
        terms of the Servicing Agreement. If the Servicing Agreement requires the
        approval of the Master Servicer for a modification to a Mortgage Loan, the
        Master Servicer shall approve such modification if, based upon its receipt
        of
        written notification from the Servicer outlining the terms of such modification
        and appropriate supporting documentation, the Master Servicer determines
        that
        the modification is permitted under the terms of the Servicing Agreement
        and
        that any conditions to such modification set forth in the Servicing Agreement
        have been satisfied. Furthermore, if the Servicing Agreement requires the
        oversight and monitoring of loss mitigation measures with respect to the
        related
        Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure
        or recovery action related to a defaulted Mortgage Loan (to the extent it
        receives notice of such from the Servicer) and confirm that such loss mitigation
        procedure or recovery action is initiated, conducted and concluded in accordance
        with any timeframes and any other requirements set forth in the Servicing
        Agreement, and the Master Servicer shall notify the Depositor in any case
        in
        which the Master Servicer believes that the Servicer is not complying with
        such
        timeframes and/or other requirements.

       

      The
        Trustee shall furnish the Servicer and the Master Servicer, upon written
        request
        from a servicing officer, with any powers of attorney and other documents
        in
        form as provided to it necessary or appropriate to enable the Servicer and
        the
        Master Servicer to service and administer the related Mortgage Loans and
        REO
        Property.

       

      The
        Trustee or the Custodian on its behalf or the Servicer shall provide access
        to
        the records and documentation in the possession of the Custodian regarding
        the
        related Mortgage Loans and REO Property and the servicing thereof to the
        Certificateholders, the FDIC, and the supervisory agents and examiners of
        the
        FDIC, such access being afforded only upon reasonable prior written request
        and
        during normal business hours at the office of the Custodian or the Servicer;
        provided, however, that, unless otherwise required by law, the Trustee, the
        Custodian, or the Servicer, shall not be required to provide access to such
        records and documentation if the provision thereof would violate the legal
        right
        to privacy of any Mortgagor. The Trustee or the Custodian, on its behalf,
        or the
        Servicer, shall allow representatives of the above entities to photocopy
        any of
        the records and documentation and shall provide equipment for that purpose
        at a
        charge that covers the Trustee’s, Custodian’s or the Servicer’s actual
        costs.

       

      The
        Trustee shall execute upon the Servicer’s written instruction (which includes
        the documents to be signed) and deliver to the Servicer and the Master Servicer,
        any court pleadings, requests for trustee’s sale or other appropriate documents
        necessary or desirable to (i) the foreclosure or trustee’s sale with respect to
        a Mortgaged Property; (ii) any legal action brought to obtain judgment against
        any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a
        deficiency judgment against the Mortgagor; or (iv) enforce any other rights
        or
        remedies provided by the Mortgage Note or Security Instrument or otherwise
        available at law or equity.

       

      Section
        3.02  REMIC-Related
        Covenants.

       

      For
        as
        long as each REMIC shall exist, the Trustee shall act in accordance herewith
        to
        assure continuing treatment of such REMIC as a REMIC, and the Trustee shall
        comply with any directions of the Depositor, the Servicer or the Master Servicer
        to assure such continuing treatment. In particular, the Trustee shall not
        (a)
        sell or permit the sale of all or any portion of the Mortgage Loans or of
        any
        investment of deposits in an Account (except as otherwise expressly permitted
        by
        this Agreement) unless such sale is as a result of a repurchase of the Mortgage
        Loans pursuant to this Agreement or the Trustee has received a REMIC Opinion
        addressed to the Trustee prepared at the expense of the Trust Fund; (b) other
        than with respect to a substitution pursuant to the Mortgage Loan Purchase
        Agreement or Section 2.04 of this Agreement, as applicable, accept any
        contribution to any REMIC after the Startup Day without receipt of a REMIC
        Opinion addressed to the Trustee; or (c) acquire any assets for any
        REMIC
        (except as otherwise expressly permitted by this Agreement) other
        than
        any REO Property after the Startup Day without receipt of a REMIC
        Opinion.

       

      Section
        3.03  Monitoring
        of Servicer.

       

      (a)  The
        Master Servicer shall be responsible for reporting to the Trustee and the
        Depositor the non-compliance by the Servicer with its duties under the Servicing
        Agreement. In the review of the Servicer’s activities, the Master Servicer may
        rely upon an officer’s certificate of the Servicer (or similar document signed
        by an officer of the Servicer) with regard to the Servicer’s compliance with the
        terms of its Servicing Agreement. In the event that the Master Servicer,
        in its
        judgment, determines that the Servicer should be terminated in accordance
        with
        its Servicing Agreement, or that a notice should be sent pursuant to the
        Servicing Agreement with respect to the occurrence of an event that, unless
        cured, would constitute grounds for such termination, the Master Servicer
        shall
        notify the Depositor and the Trustee thereof and the Master Servicer shall
        issue
        such notice or take such other action as it deems appropriate. 

       

      The
        Master Servicer, for the benefit of the Trustee and the Certificateholders,
        shall enforce the obligations of the Servicer under the Servicing Agreement,
        and
        shall, in the event that the Servicer fails to perform its obligations in
        accordance with the Servicing Agreement, subject to the preceding paragraph,
        terminate the rights and obligations of the Servicer thereunder and act as
        successor servicer of the related Mortgage Loans or to cause the Trustee
        to
        enter into a new Servicing Agreement with a successor servicer selected by
        the
        Master Servicer; provided, however, it is understood and acknowledged by
        the
        parties hereto that there shall be a period of transition (not to exceed
        90
        days) before the actual servicing functions can be fully transferred to such
        successor Servicer. Such enforcement, including, without limitation, the
        legal
        prosecution of claims, termination of the Servicing Agreement and the pursuit
        of
        other appropriate remedies, shall be in such form and carried out to such
        an
        extent and at such time as the Master Servicer, in its good faith business
        judgment, would require were it the owner of the related Mortgage Loans.
        The
        Master Servicer shall pay the costs of such enforcement at its own expense,
        subject to its right of reimbursement pursuant to the provisions of this
        Agreement or the Servicing Agreement, provided that the Master Servicer shall
        not be required to prosecute or defend any legal action except to the extent
        that the Master Servicer shall have received reasonable indemnity for its
        costs
        and expenses in pursuing such action. Nothing herein shall impose any obligation
        on the part of the Trustee to assume or succeed to the duties or obligations
        of
        the Master Servicer unless the Trustee has not been able to find a successor
        servicer or a successor master servicer.

       

      (b)  To
        the
        extent that the costs and expenses of the Master Servicer or the Trustee,
        as
        applicable, related to any termination of the Servicer, or the enforcement
        or
        prosecution or related claims, rights or remedies or the appointment of a
        successor servicer or the transfer and assumption of servicing by the Master
        Servicer with respect to the Servicing Agreement (including, without limitation,
        (i) all legal costs and expenses and all due diligence costs and expenses
        associated with an evaluation of the potential termination of the Servicer
        as a
        result of an event of default by the Servicer and (ii) all costs and expenses
        associated with the complete transfer of servicing, including all servicing
        files and all servicing data and the completion, correction or manipulation
        of
        such servicing data as may be required by the successor servicer to correct
        any
        errors or insufficiencies in the servicing data or otherwise to enable the
        successor servicer to service the Mortgage Loans in accordance with the
        Servicing Agreement) are not fully and timely reimbursed by the terminated
        Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled
        to reimbursement of such costs and expenses from the Distribution Account,
        pursuant to Section 4.05.

       

      (c)  The
        Master Servicer shall require the Servicer to comply with the remittance
        requirements and other obligations set forth in the Servicing Agreement.
        

       

      (d)  If
        the
        Master Servicer acts as Servicer, it will not assume liability for the
        representations and warranties of the Servicer, if any, that it
        replaces.

       

      Section
        3.04  Fidelity
        Bond.

       

      The
        Master Servicer, at its expense, shall maintain in effect a blanket fidelity
        bond and an errors and omissions insurance policy, affording coverage with
        respect to all directors, officers, employees and other Persons acting on
        such
        Master Servicer’s behalf, and covering errors and omissions in the performance
        of the Master Servicer’s obligations hereunder. The errors and omissions
        insurance policy and the fidelity bond shall be in such form and amount
        generally acceptable for entities serving as master servicers or
        trustees.

       

      Section
        3.05  Power
        to
        Act; Procedures.

       

      The
        Master Servicer shall master service the Mortgage Loans and shall have full
        power and authority, subject to the REMIC Provisions and the provisions of
        Article X hereof, to do any and all things that it may deem necessary or
        desirable in connection with the master servicing and administration of the
        Mortgage Loans, including but not limited to the power and authority (i)
        to
        execute and deliver, on behalf of the Certificateholders and the Trustee,
        customary consents or waivers and other instruments and documents, (ii) to
        consent to transfers of any Mortgaged Property and assumptions of the Mortgage
        Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
        Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
        of
        the ownership of the Mortgaged Property securing any Mortgage Loan, in each
        case, in accordance with the provisions of this Agreement and the Servicing
        Agreement, as applicable; provided, however, that the Master Servicer shall
        not
        (and, consistent with its responsibilities under Section 3.03, shall not
        permit
        the Servicer to) knowingly or intentionally take any action, or fail to take
        (or
        fail to cause to be taken) any action reasonably within its control and the
        scope of duties more specifically set forth herein, that, under the REMIC
        Provisions, if taken or not taken, as the case may be, may cause any REMIC
        to
        fail to qualify as a REMIC or result in the imposition of a tax upon the
        Trust
        Fund (including but not limited to the tax on prohibited transactions as
        defined
        in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC
        set
        forth in Section 860G(d) of the Code) unless the Master Servicer has received
        an
        Opinion of Counsel (but not at the expense of the Master Servicer) to the
        effect
        that the contemplated action would not cause any REMIC to fail to qualify
        as a
        REMIC or result in the imposition of a tax upon any REMIC. The Trustee shall
        furnish the Master Servicer, upon written request from a Servicing Officer,
        with
        any powers of attorney empowering the Master Servicer or the Servicer to
        execute
        and deliver instruments of satisfaction or cancellation, or of partial or
        full
        release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
        Property, and to appeal, prosecute or defend in any court action relating
        to the
        Mortgage Loans or the Mortgaged Property, in accordance with the Servicing
        Agreement and this Agreement, and the Trustee shall execute and deliver such
        other documents, as the Master Servicer may request, to enable the Master
        Servicer to master service and administer the Mortgage Loans and carry out
        its
        duties hereunder, in each case in accordance with Accepted Master Servicing
        Practices (and the Trustee shall have no liability for misuse of any such
        powers
        of attorney by the Master Servicer or the Servicer). If the Master Servicer
        or
        the Trustee has been advised that it is likely that the laws of the state
        in
        which action is to be taken prohibit such action if taken in the name of
        the
        Trustee or that the Trustee would be adversely affected under the “doing
        business” or tax laws of such state if such action is taken in its name, the
        Master Servicer shall join with the Trustee in the appointment of a co-trustee
        pursuant to Section 9.11 hereof. In the performance of its duties hereunder,
        the
        Master Servicer shall be an independent contractor and shall not, except
        in
        those instances where it is taking action in the name of the Trust, be deemed
        to
        be the agent of the Trust.

       

      Section
        3.06  Due-on-Sale
        Clauses; Assumption Agreements.

       

      To
        the
        extent provided in the Servicing Agreement, to the extent Mortgage Loans
        contain
        enforceable due-on-sale clauses, the Master Servicer shall cause the Servicer
        to
        enforce such clauses in accordance with the Servicing Agreement. If applicable
        law prohibits the enforcement of a due-on-sale clause or such clause is
        otherwise not enforced in accordance with the Servicing Agreement, and, as
        a
        consequence, a Mortgage Loan is assumed, the original Mortgagor may be released
        from liability in accordance with the Servicing Agreement.

       

      Section
        3.07  Release
        of Mortgage Files.

       

      (a)  Upon
        becoming aware of the payment in full of any Mortgage Loan, or the receipt
        by
        the Servicer of a notification that payment in full has been escrowed in
        a
        manner customary for such purposes for payment to Certificateholders on the
        next
        Distribution Date, the Servicer will, if required under the Servicing Agreement
        (or if the Servicer does not, the Master Servicer may), promptly furnish
        to the
        Custodian, on behalf of the Trustee, two copies of a certification substantially
        in the form of Exhibit D, (or as otherwise provided in the Custodial Agreement)
        hereto signed by a Servicing Officer or in a mutually agreeable electronic
        format which will, in lieu of a signature on its face, originate from a
        Servicing Officer (which certification shall include a statement to the effect
        that all amounts received in connection with such payment that are required
        to
        be deposited in the Protected Account maintained by the Servicer pursuant
        to
        Section 4.01 or by the Servicer pursuant to the Servicing Agreement have
        been or
        will be so deposited) and shall request that the Custodian, on behalf of
        the
        Trustee, deliver to the Servicer the related Mortgage File. Upon receipt
        of such
        certification and request, the Custodian, on behalf of the Trustee, shall
        promptly release the related Mortgage File to the applicable Servicer and
        the
        Trustee and Custodian shall have no further responsibility with regard to
        such
        Mortgage File. Upon any such payment in full, the Servicer is authorized,
        to
        give, as agent for the Trustee, as the mortgagee under the Mortgage that
        secured
        the Mortgage Loan, an instrument of satisfaction (or assignment of mortgage
        without recourse) regarding the Mortgaged Property subject to the Mortgage,
        which instrument of satisfaction or assignment, as the case may be, shall
        be
        delivered to the Person or Persons entitled thereto against receipt therefor
        of
        such payment, it being understood and agreed that no expenses incurred in
        connection with such instrument of satisfaction or assignment, as the case
        may
        be, shall be chargeable to the Protected Account.

       

      (b)  From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan
        and in accordance with the Servicing Agreement, upon written instruction
        from
        the Servicer or the Master Servicer, the Trustee shall execute such documents
        as
        shall be prepared and furnished to the Trustee by the Servicer or the Master
        Servicer (in form reasonably acceptable to the Trustee) and as are necessary
        to
        the prosecution of any such proceedings. The Custodian, on behalf of the
        Trustee, shall, upon the request of the Servicer or the Master Servicer,
        and
        delivery to the Custodian, on behalf of the Trustee, of two copies of a request
        for release signed by a Servicing Officer substantially in the form of Exhibit
        D, (or in a mutually agreeable electronic format which will, in lieu of a
        signature on its face, originate from a Servicing Officer), release the related
        Mortgage File held in its possession or control to the Servicer or the Master
        Servicer, as applicable. Such trust receipt shall obligate the Servicer or
        the
        Master Servicer to return the Mortgage File to the Custodian on behalf of
        the
        Trustee, when the need therefor by the Servicer or the Master Servicer no
        longer
        exists unless the Mortgage Loan shall be liquidated, in which case, upon
        receipt
        of a certificate of a Servicing Officer similar to that hereinabove specified,
        the Mortgage File shall be released by the Custodian, on behalf of the Trustee,
        to the Servicer or the Master Servicer.

       

      Section
        3.08  Documents,
        Records and Funds in Possession of Master Servicer To Be Held for
        Trustee.

       

      (a)  The
        Master Servicer and the Servicer (to the extent required by the Servicing
        Agreement) shall transmit to the Trustee or Custodian on its behalf such
        documents and instruments coming into the possession of the Master Servicer
        or
        the Servicer from time to time as are required by the terms hereof, or in
        the
        case of the Servicer, the Servicing Agreement, to be delivered to the Trustee
        or
        Custodian on its behalf. Any funds received by the Master Servicer or by
        the
        Servicer in respect of any Mortgage Loan or which otherwise are collected
        by the
        Master Servicer or by the Servicer as Liquidation Proceeds or Insurance Proceeds
        in respect of any Mortgage Loan shall be held for the benefit of the Trustee
        and
        the Certificateholders subject to the Master Servicer’s right to retain or
        withdraw from the Master Servicer Collection Account, the Master Servicing
        Compensation and other amounts provided in this Agreement, and to the right
        of
        the Servicer to retain its Servicing Fee and other amounts as provided in
        the
        Servicing Agreement. The Master Servicer and the Servicer shall provide access
        to information and documentation regarding the Mortgage Loans to the Trustee,
        its agents and accountants at any time upon reasonable request and during
        normal
        business hours, and to Certificateholders that are savings and loan
        associations, banks or insurance companies, the Office of Thrift Supervision,
        the FDIC and the supervisory agents and examiners of such Office and Corporation
        or examiners of any other federal or state banking or insurance regulatory
        authority if so required by applicable regulations of the Office of Thrift
        Supervision or other regulatory authority, such access to be afforded without
        charge but only upon reasonable request in writing and during normal business
        hours at the offices of the Master Servicer designated by it. In fulfilling
        such
        a request the Master Servicer shall not be responsible for determining the
        sufficiency of such information.

       

      (b)  All
        Mortgage Files and funds collected or held by, or under the control of, the
        Master Servicer, in respect of any Mortgage Loans, whether from the collection
        of principal and interest payments or from Liquidation Proceeds or Insurance
        Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee
        and the Certificateholders and shall be and remain the sole and exclusive
        property of the Trustee; provided, however, that the Master Servicer and
        the
        Servicer shall be entitled to setoff against, and deduct from, any such funds
        any amounts that are properly due and payable to the Master Servicer or the
        Servicer under this Agreement or the Servicing Agreement.

       

      Section
        3.09  Standard
        Hazard Insurance and Flood Insurance Policies.

       

      (a)  For
        each
        Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicer
        under the Servicing Agreement to maintain or cause to be maintained standard
        fire and casualty insurance and, where applicable, flood insurance, all in
        accordance with the provisions of the Servicing Agreement. It is understood
        and
        agreed that such insurance shall be with insurers meeting the eligibility
        requirements set forth in the Servicing Agreement and that no earthquake
        or
        other additional insurance is to be required of any Mortgagor or to be
        maintained on property acquired in respect of a defaulted loan, other than
        pursuant to such applicable laws and regulations as shall at any time be
        in
        force and as shall require such additional insurance.

       

      (b)  Pursuant
        to Section 4.01 and 4.02, any amounts collected by the Servicer or the Master
        Servicer, or by the Servicer, under any insurance policies (other than amounts
        to be applied to the restoration or repair of the property subject to the
        related Mortgage or released to the Mortgagor in accordance with the Servicing
        Agreement) shall be deposited into the Master Servicer Collection Account,
        subject to withdrawal pursuant to Section 4.03. Any cost incurred by the
        Master
        Servicer or the Servicer in maintaining any such insurance if the Mortgagor
        defaults in its obligation to do so shall be added to the amount owing under
        the
        Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however,
        that the addition of any such cost shall not be taken into account for purposes
        of calculating the distributions to be made to Certificateholders and shall
        be
        recoverable by the Master Servicer or the Servicer pursuant to Section
        4.03.

       

      Section
        3.10  Presentment
        of Claims and Collection of Proceeds.

       

      The
        Master Servicer shall (to the extent provided in the Servicing Agreement)
        cause
        the Servicer to prepare and present on behalf of the Trustee and the
        Certificateholders all claims under the Insurance Policies and take such
        actions
        (including the negotiation, settlement, compromise or enforcement of the
        insured’s claim) as shall be necessary to realize recovery under such policies.
        Any proceeds disbursed to the Master Servicer (or disbursed to the Servicer
        and
        remitted to the Master Servicer) in respect of such policies, bonds or contracts
        shall be promptly deposited in the Master Servicer Collection Account upon
        receipt, except that any amounts realized that are to be applied to the repair
        or restoration of the related Mortgaged Property, which repair or restoration
        the owner of such Mortgaged Property or EMC, as applicable, has agreed to
        make
        as a condition precedent to the presentation of claims on the related Mortgage
        Loan to the insurer under any applicable Insurance Policy need not be so
        deposited (or remitted).

       

      Section
        3.11  Maintenance
        of the Primary Mortgage Insurance Policies.

       

      (a)  The
        Master Servicer shall not take, or authorize the Servicer (to the extent
        such
        action is prohibited under the Servicing Agreement) to take, any action that
        would result in noncoverage under any applicable Primary Mortgage Insurance
        Policy of any loss which, but for the actions of the Master Servicer or the
        Servicer, would have been covered thereunder. The Master Servicer shall use
        its
        best reasonable efforts to cause the Servicer (to the extent required under
        the
        Servicing Agreement) to keep in force and effect (to the extent that the
        Mortgage Loan requires the Mortgagor to maintain such insurance), primary
        mortgage insurance applicable to each Mortgage Loan in accordance with the
        provisions of this Agreement and the Servicing Agreement, as applicable.
        The
        Master Servicer shall not, and shall not authorize the Servicer (to the extent
        required under the Servicing Agreement) to, cancel or refuse to renew any
        such
        Primary Mortgage Insurance Policy that is in effect at the date of the initial
        issuance of the Mortgage Note and is required to be kept in force hereunder
        except in accordance with the provisions of this Agreement and the Servicing
        Agreement, as applicable.

       

      (b)  The
        Master Servicer agrees to present, or to cause the Servicer (to the extent
        required under the Servicing Agreement) to present, on behalf of the Trustee
        and
        the Certificateholders, claims to the insurer under any Primary Mortgage
        Insurance Policies and, in this regard, to take such reasonable action as
        shall
        be necessary to permit recovery under any Primary Mortgage Insurance Policies
        respecting defaulted Mortgage Loans. Pursuant to Section 4.01 and 4.04, any
        amounts collected by the Master Servicer or the Servicer under any Primary
        Mortgage Insurance Policies shall be deposited in the Master Servicer Collection
        Account, subject to withdrawal pursuant to Sections 4.03.

       

      Section
        3.12  Trustee
        to Retain Possession of Certain Insurance Policies and Documents.

       

      The
        Trustee (or the Custodian, on behalf of the Trustee), shall retain possession
        and custody of the originals (to the extent available) of any Primary Mortgage
        Insurance Policies, or certificate of insurance if applicable, and any
        certificates of renewal as to the foregoing as may be issued from time to
        time
        as contemplated by this Agreement. Until all amounts distributable in respect
        of
        the Certificates have been distributed in full and the Master Servicer otherwise
        has fulfilled its obligations under this Agreement, the Trustee (or its
        Custodian, if any, on behalf of the Trustee) shall also retain possession
        and
        custody of each Mortgage File in accordance with and subject to the terms
        and
        conditions of this Agreement. The Master Servicer shall promptly deliver
        or
        cause to be delivered to the Trustee (or the Custodian, on behalf of the
        Trustee), upon the execution or receipt thereof the originals of any Primary
        Mortgage Insurance Policies, any certificates of renewal, and such other
        documents or instruments that constitute portions of the Mortgage File that
        come
        into the possession of the Master Servicer from time to time.

       

      Section
        3.13  Realization
        Upon Defaulted Mortgage Loans.

       

      The
        Master Servicer shall cause the Servicer (to the extent required under the
        Servicing Agreement) to foreclose upon, repossess or otherwise comparably
        convert the ownership of Mortgaged Properties securing such of the Mortgage
        Loans as come into and continue in default and as to which no satisfactory
        arrangements can be made for collection of delinquent payments, all in
        accordance with the Servicing Agreement.

       

      Section
        3.14  Compensation
        for the Master Servicer.

       

      The
        Master Servicer will be entitled to all income and gain realized from any
        investment of funds in the Master Servicer Collection Account, for the
        performance of its activities hereunder. The Master Servicer shall be required
        to pay all expenses incurred by it in connection with its activities hereunder
        and shall not be entitled to reimbursement therefor except as provided in
        this
        Agreement.

       

      Section
        3.15  REO
        Property.

       

      (a)  In
        the
        event the Trust Fund acquires ownership of any REO Property in respect of
        any
        related Mortgage Loan, the deed or certificate of sale shall be issued to
        the
        Trustee, or to its nominee, on behalf of the related Certificateholders.
        The
        Master Servicer shall, to the extent provided in the Servicing Agreement,
        cause
        the applicable Servicer to sell any REO Property as expeditiously as possible
        and in accordance with the provisions of this Agreement and the Servicing
        Agreement, as applicable. Pursuant to its efforts to sell such REO Property,
        the
        Master Servicer shall cause the applicable Servicer to protect and conserve,
        such REO Property in the manner and to the extent required by the Servicing
        Agreement, in accordance with the REMIC Provisions and in a manner that does
        not
        result in a tax on “net income from foreclosure property” or cause such REO
        Property to fail to qualify as “foreclosure property” within the meaning of
        Section 860G(a)(8) of the Code.

       

      (b)  The
        Master Servicer shall, to the extent required by the Servicing Agreement,
        cause
        the applicable Servicer to deposit all funds collected and received in
        connection with the operation of any REO Property in the related Protected
        Account.

       

      (c)  The
        Master Servicer and the applicable Servicer, upon the final disposition of
        any
        REO Property, shall be entitled to reimbursement for any related unreimbursed
        Monthly Advances and other unreimbursed advances as well as any unpaid Servicing
        Fees from Liquidation Proceeds received in connection with the final disposition
        of such REO Property; provided, that any such unreimbursed Monthly Advances
        as
        well as any unpaid Servicing Fees may be reimbursed or paid, as the case
        may be,
        prior to final disposition, out of any net rental income or other net amounts
        derived from such REO Property.

       

      (d)  To
        the
        extent provided in the Servicing Agreement, the Liquidation Proceeds from
        the
        final disposition of the REO Property, net of any payment to the Master Servicer
        and the applicable Servicer as provided above, subject to approval by the
        Master
        Servicer, shall be deposited in the related Protected Account on or prior
        to the
        Determination Date in the month following receipt thereof and be remitted
        by
        wire transfer in immediately available funds to the Master Servicer for deposit
        into the Master Servicer Collection Account on the next succeeding Servicer
        Remittance Date.

       

      Section
        3.16  Annual
        Statement as to Compliance.

       

      (a)  The
        Master Servicer and the Trustee shall deliver (or otherwise make available)
        to
        the Depositor and the Trustee not later than March 15th of each calendar
        year
        beginning in 2008, an Officer’s Certificate (an “Annual Statement of
        Compliance”) stating, as to each signatory thereof, that (i) a review of the
        activities of each such party during the preceding calendar year and of its
        performance under this Agreement or other applicable servicing agreement
        has
        been made under such officer’s supervision and (ii) to the best of such
        officer’s knowledge, based on such review, such party has fulfilled all of its
        obligations under this Agreement or other applicable servicing agreement
        in all
        material respects throughout such year, or, if there has been a failure to
        fulfill any such obligation in any material respect, specifying each such
        failure known to such officer and the nature and status of the cure provisions
        thereof. Such Annual Statement of Compliance shall contain no restrictions
        or
        limitations on its use. The Master Servicer shall enforce the obligations
        of
        each Servicer, to the extent set forth in the Servicing Agreement, to deliver
        a
        similar Annual Statement of Compliance by that Servicer to the Depositor
        and the
        Trustee as described above as and when required with respect to the Master
        Servicer. In the event that certain servicing responsibilities with respect
        to
        any Mortgage Loan have been delegated by the Master Servicer, the Trustee
        or the
        Servicer to a subservicer or subcontractor, each such entity shall cause
        such
        subservicer or subcontractor (and with respect to the Servicer, the Master
        Servicer shall enforce the obligation of the Servicer to the extent required
        under the Servicing Agreement) to deliver a similar Annual Statement of
        Compliance by such subservicer or subcontractor to the Depositor and the
        Trustee
        as described above as and when required with respect to the Master Servicer
        or
        the Servicer (as the case may be).

       

      (b)  Failure
        of the Master Servicer to comply with this Section 3.16 (including with respect
        to the timeframes required herein) shall be deemed an Event of Default, and
        at
        the written direction of the Depositor the Trustee shall, in addition to
        whatever rights the Trustee may have under this Agreement and at law or equity
        or to damages, including injunctive relief and specific performance, upon
        notice
        immediately terminate all of the rights and obligations of the Master Servicer
        under this Agreement and in and to the Mortgage Loans and the proceeds thereof
        without compensating the Master Servicer for the same (but subject to the
        Master
        Servicer’s rights to payment of any Master Servicing Compensation and
        reimbursement of all amounts for which it is entitled to be reimbursed prior
        to
        the date of termination). Failure of the Trustee to comply with this Section
        3.16 (including with respect to the timeframes required in this Section)
        which
        failure results in a failure to timely file the related Form 10-K, shall
        be
        deemed a default and the Trustee at the written direction of the Depositor
        shall, in addition to whatever rights the Trustee may have under this Agreement
        and at law or equity or to damages, including injunctive relief and specific
        performance, upon notice immediately terminate all of the rights and obligations
        of the Trustee under this Agreement and in and to the Mortgage Loans and
        the
        proceeds thereof without compensating the Trustee for the same. This paragraph
        shall supersede any other provision in this Agreement or any other agreement
        to
        the contrary.

       

      Section
        3.17  Assessments
        of Compliance and Attestation Reports.

       

      Pursuant
        to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
        AB,
        each of the Master Servicer, the Trustee and the Custodian (to the extent
        set
        forth in this Section) (each, an “Attesting Party”) shall
        deliver (or otherwise make available)
        to the
        Master Servicer, the Trustee and the Depositor on or before March 15th of
        each
        calendar year beginning in 2008, a report regarding such Attesting Party’s
        assessment of compliance (an “Assessment of Compliance”) with the Servicing
        Criteria during the preceding calendar year. The Assessment of Compliance,
        as
        set forth in Regulation AB, must contain the following:

       

      (a) A
        statement by an authorized officer of such Attesting Party of its authority
        and
        responsibility for assessing compliance with the Servicing Criteria applicable
        to the related Attesting Party;

       

      (b) A
        statement by an authorized officer that such Attesting Party used the Servicing
        Criteria attached as Exhibit M hereto, and which will also be attached to
        the
        Assessment of Compliance, to assess compliance with the Servicing Criteria
        applicable to the related Attesting Party;

       

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

       

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

       

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

       

      Such
        report at a minimum shall address each of the Servicing Criteria specified
        on
        Exhibit M hereto which are indicated as applicable to the related Attesting
        Party.

       

      On
        or
        before March 15th of each calendar year beginning in 2008, each Attesting
        Party
        shall furnish to the Master Servicer, the Depositor and the Trustee a report
        (an
“Attestation Report”) by a registered public accounting firm that attests to,
        and reports on, the Assessment of Compliance made by the related Attesting
        Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item
        1122(b) of Regulation AB, which Attestation Report must be made in accordance
        with standards for attestation reports issued or adopted by the Public Company
        Accounting Oversight Board. 

       

      The
        Master Servicer shall enforce the obligation of the Servicer to deliver to
        the
        Master Servicer and the Depositor an Assessment of Compliance and Attestation
        Report as and when provided in the Servicing Agreement. In addition, each
        of the
        Master Servicer and the Trustee shall cause, and the Master Servicer shall
        enforce the obligation (as and when provided in the Servicing Agreement)
        of the
        Servicer to cause, any subservicer and each subcontractor (to the extent
        such
        subcontractor is determined by the Master Servicer or the Trustee, as
        applicable, to be “participating in the servicing function” within the meaning
        of Item 1122 of Regulation AB) that is engaged by the Servicer, Master Servicer
        or Trustee, as applicable, to deliver to the Master Servicer and the Depositor
        an Assessment of Compliance and Attestation Report as and when provided under
        the term of the Servicing Agreement. Pursuant to the Servicing Agreement,
        the
        Servicer, or any subservicer and each subcontractor (to the extent such
        subcontractor is determined by the Master Servicer to be “participating in the
        servicing function” within the meaning of Item 1122 of Regulation AB) that is
        engaged by the Servicer, is obligated to provide such Assessment of Compliance
        and Attestation Report on the 1st
        of March
        and in no event later than the 15th
        of March
        each year that the related Mortgage Loans are serviced under the Servicing
        Agreement. The Master Servicer shall deliver to the Trustee any such Assessment
        of Compliance and Attestation Report received from the Servicer or
        any
        subservicer and each subcontractor (to the extent such subcontractor is
        determined by the Master Servicer to be “participating in the servicing
        function” within the meaning of Item 1122 of Regulation AB) that is engaged by
        the Servicer, within
        two business days of such receipt but in no event later than two Business
        Days
        following the 15th
        day of
        March for each year for which a Report on Form 10-K is required to be filed
        with
        respect to the Trust Fund. Such Assessment of Compliance, as to any subservicer
        or subcontractor, shall at a minimum address the Servicing Criteria specified
        on
        Exhibit M hereto which are indicated as applicable to any “primary servicer” to
        the extent such subservicer or subcontractor is performing any servicing
        function for the party who engages it and to the extent such party is not
        itself
        addressing the Servicing Criteria related to such servicing function in its
        own
        Assessment of Compliance. The Trustee shall confirm that each of the Assessments
        of Compliance delivered to it, taken as a whole, address all of the Servicing
        Criteria and taken individually address the Servicing Criteria for each party
        as
        set forth in Exhibit M and notify the Depositor of any exceptions.
        Notwithstanding the foregoing, as to any subcontractor, an Assessment of
        Compliance and Attestation Report is not required to be delivered unless
        it is
        required as part of a Form 10-K with respect to the Trust Fund.

       

      The
        Custodian shall deliver to the Master Servicer, the Trustee and the Depositor
        an
        Assessment of Compliance and Attestation Report, as and when provided above,
        which shall at a minimum address each of the Servicing Criteria specified
        on
        Exhibit M hereto which are indicated as applicable to a “custodian”.
        Notwithstanding the foregoing, an Assessment of Compliance or Attestation
        Report
        is not required to be delivered by any Custodian unless it is required as
        part
        of a Form 10-K with respect to the Trust Fund.

       

      Failure
        of the Master Servicer to comply with this Section 3.17 (including with respect
        to the timeframes required herein) shall, upon written notice from the Trustee
        at the written direction of the Depositor, constitute an Event of Default,
        and
        at the written direction of the Depositor the Trustee shall, in addition
        to
        whatever rights the Trustee may have under this Agreement and at law or equity
        or to damages, including injunctive relief and specific performance, upon
        notice
        immediately terminate all of the rights and obligations of the Master Servicer
        under this Agreement and in and to the Mortgage Loans and the proceeds thereof
        without compensating the Master Servicer for the same (but subject to the
        Master
        Servicer’s rights to payment of any Master Servicing compensation and
        reimbursement of all amounts for which it is entitled to be reimbursed prior
        to
        the date of termination). Failure of the Trustee to comply with this Section
        3.17 (including with respect to the timeframes required in this Section)
        which
        failure results in a failure to timely file the related Form 10-K, shall,
        upon
        written notice from the Trustee at the written direction of the Depositor,
        constitute a default and the Trustee shall, in addition to whatever rights
        the
        Trustee may have under this Agreement and at law or equity or to damages,
        including injunctive relief and specific performance, upon notice immediately
        terminate all of the rights and obligations of the Trustee under this Agreement
        and in and to the Mortgage Loans and the proceeds thereof without compensating
        the Trustee for the same (but subject to the Trustee’s right to reimbursement of
        all amounts for which it is entitled to be reimbursed prior to the date of
        termination). This paragraph shall supersede any other provision in this
        Agreement or any other agreement to the contrary.

       

      Section
        3.18  Reports
        Filed with Securities and Exchange Commission.

       

      (a) (i)
        (A)
        Within 15 days after each Distribution Date, the Trustee shall, in accordance
        with industry standards, prepare and file with the Commission via the Electronic
        Data Gathering and Retrieval System (“EDGAR”), a Distribution Report on Form
        10-D, signed by the Master Servicer, with a copy of the Monthly Statement
        to be
        furnished by the Trustee to the Certificateholders for such Distribution
        Date;
        provided that, the Trustee shall have received no later than five (5) calendar
        days after the related Distribution Date, all information required to be
        provided to the Trustee as described in clause (a)(iv) below. Any disclosure
        that is in addition to the Monthly Statement and that is required to be included
        on Form 10-D (“Additional Form 10-D Disclosure”) shall be, pursuant to the
        paragraph immediately below, reported by the parties set forth on Exhibit
        N to
        the Trustee and the Depositor and approved for inclusion by the Depositor,
        and
        the Trustee will have no duty or liability for any failure hereunder to
        determine or prepare any Additional Form 10-D Disclosure absent such reporting
        (other than in the case where the Trustee is the reporting party as set forth
        in
        Exhibit N) and approval.

       

      (B)
        Within five (5) calendar days after the related Distribution Date, (i) the
        parties set forth in Exhibit N shall be required to provide, and the Master
        Servicer shall enforce the obligations of the Servicer (to the extent provided
        in the Servicing Agreement) to provide, pursuant to Section 3.18(a)(iv) below,
        to the Trustee and the Depositor, to the extent known by a responsible officer
        thereof, in EDGAR-compatible format, or in such other form as otherwise agreed
        upon by the Trustee and the Depositor and such party, the form and substance
        of
        any Additional Form 10-D Disclosure, if applicable, and (ii) the Depositor
        will
        approve, as to form and substance, or disapprove, as the case may be, the
        inclusion of the Additional Form 10-D Disclosure on Form 10-D. Subject to
        the
        foregoing, the Trustee has no duty under this Agreement to monitor or enforce
        the performance by the other parties listed on Exhibit O of their duties
        under
        this paragraph or to proactively solicit or procure from such parties any
        Additional Form 10-D Disclosure information. The Depositor shall be responsible
        for any reasonable fees and expenses assessed or incurred by the Trustee
        in
        connection with including any Additional Form 10-D Disclosure on Form 10-D
        pursuant to this Section.

       

      (C)
        After
        preparing the Form 10-D, the Trustee shall forward electronically a copy
        of the
        Form 10-D to the Depositor (in the case of any Additional 10-D Disclosure
        and
        otherwise if requested by the Depositor) and the Master Servicer for review.
        Within two Business Days after receipt of such copy, but no later than the
        12th
        calendar day after the Distribution Date (provided that, the Trustee forwards
        a
        copy of the Form 10-D no later than the 10th calendar after the Distribution
        Date), the Depositor shall notify the Trustee in writing (which may be furnished
        electronically) of any changes to or approval of such Form 10-D. In the absence
        of receipt of any written changes or approval, the Trustee shall be entitled
        to
        assume that such Form 10-D is in final form and the Trustee may proceed with
        obtaining the execution of and filing the Form 10-D. No later than the 13th
        calendar day after the related Distribution Date, a duly authorized officer
        of
        the Master Servicer shall sign the Form 10-D and return an electronic or
        fax
        copy of such signed Form 10-D (with an original executed hard copy to follow
        by
        overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or
        if a
        previously filed Form 10-D needs to be amended, the Trustee shall follow
        the
        procedures set forth in Section 3.18(a)(v)(B). Promptly (but no later than
        one
        (1) Business Day) after filing with the Commission, the Trustee shall make
        available on its internet website identified in Section 6.04 a final executed
        copy of each Form 10-D filed by the Trustee. The signing party for the Master
        Servicer can be contacted as set forth in Section 12.07. Form 10-D requires
        the
        registrant to indicate (by checking “yes” or “no”) that it (1) has filed all
        reports required to be filed by Section 13 or 15(d) of the Exchange Act during
        the preceding 12 months (or for such shorter period that the registrant was
        required to file such reports), and (2) has been subject to such filing
        requirements for the past 90 days. The Depositor shall notify the Trustee
        in
        writing, no later than the fifth calendar day after the related Distribution
        Date with respect to the filing of a report on Form 10-D, if the answer to
        the
        questions should be “no”. The Trustee shall be entitled to rely on the
        representations in Section 2.06(vii) and in any such notice in preparing,
        executing and/or filing any such report. The parties to this Agreement
        acknowledge that the performance by the Master Servicer and the Trustee of
        their
        respective duties under Sections 3.18(a)(i) and (v) related to the timely
        preparation, execution and filing of Form 10-D is contingent upon such parties
        strictly observing all applicable deadlines in the performance of their duties
        under such Sections. Neither the Master Servicer nor the Trustee shall have
        any
        liability for any loss, expense, damage, claim arising out of or with respect
        to
        any failure to properly prepare, execute and/or timely file such Form 10-D,
        where such failure results from a party’s failure to deliver, on a timely basis,
        any information from such party needed to prepare, arrange for execution
        or file
        such Form 10-D, not resulting from its own negligence, bad faith or willful
        misconduct. 

       

      (ii)
        (A)
        Within four (4) Business Days after the occurrence of an event requiring
        disclosure on Form 8-K (each such event, a “Reportable Event”), the Trustee
        shall prepare and file, at the direction of the Depositor, on behalf of the
        Trust, any Form 8-K, as required by the Exchange Act; provided that, the
        Depositor shall file the initial Form 8-K in connection with the issuance
        of the
        Certificates. Any disclosure or information related to a Reportable Event
        or
        that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
        Information”) shall be, pursuant to the paragraph immediately below, reported by
        the parties set forth on Exhibit N to the Trustee and the Depositor and approved
        for inclusion by the Depositor, and the Trustee will have no duty or liability
        for any failure hereunder to determine or prepare any Form 8-K Disclosure
        Information absent such reporting (other than in the case where the Trustee
        is
        the reporting party as set forth in Exhibit N) and approval.

       

      (B)
        For
        so long as the Trust is subject to the Exchange Act reporting requirements,
        no
        later than the close of business on the 2nd Business Day after the occurrence
        of
        a Reportable Event (i) the parties set forth in Exhibit N shall be required
        pursuant to Section 3.18(a)(iv) below to provide, and the Master Servicer
        will
        enforce the obligations of the Servicer (to the extent provided in the Servicing
        Agreement) to provide, to the Trustee and the Depositor, to the extent known
        by
        a responsible officer thereof, in EDGAR-compatible format, or in such other
        form
        as otherwise agreed upon by the Trustee and the Depositor and such party,
        the
        form and substance of any Form 8-K Disclosure Information, if applicable,
        and
        (ii) the Depositor shall approve, as to form and substance, or disapprove,
        as
        the case may be, the inclusion of the Form 8-K Disclosure Information on
        Form
        8-K. The Depositor shall be responsible for any reasonable fees and expenses
        assessed or incurred by the Trustee in connection with including any Form
        8-K
        Disclosure Information on Form 8-K pursuant to this Section. 

       

      (C)
        After
        preparing the Form 8-K, the Trustee shall forward electronically a copy of
        the
        Form 8-K to the Depositor and the Master Servicer for review. No later than
        the
        close of business New York City time on the 3rd Business Day after the
        Reportable Event, a duly authorized officer of the Master Servicer shall
        sign
        the Form 8-K and return an electronic or fax copy of such signed Form 8-K
        (with
        an original executed hard copy to follow by overnight mail) to the Trustee.
        Promptly, but no later than the close of business on the 3rd Business Day
        after
        the Reportable Event (provided that, the Trustee forwards a copy of the Form
        8-K
        no later than noon New York time on the third Business Day after the Reportable
        Event), the Depositor shall notify the Trustee in writing (which may be
        furnished electronically) of any changes to or approval of such Form 8-K.
        In the
        absence of receipt of any written changes or approval, the Trustee shall
        be
        entitled to assume that such Form 8-K is in final form and the Trustee may
        proceed with obtaining the execution of and filing the Form 8-K. If a Form
        8-K
        cannot be filed on time or if a previously filed Form 8-K needs to be amended,
        the Trustee shall follow the procedures set forth in Section 3.18(a)(v)(B).
        Promptly (but no later than one (1) Business Day) after filing with the
        Commission, the Trustee shall, make available on its internet website a final
        executed copy of each Form 8-K filed by the Trustee. The signing party at
        the
        Master Servicer can be contacted as set forth in Section 12.07. The parties
        to
        this Agreement acknowledge that the performance by Master Servicer and the
        Trustee of their respective duties under this Section 3.18(a)(ii) related
        to the
        timely preparation, execution and filing of Form 8-K is contingent upon such
        parties strictly observing all applicable deadlines in the performance of
        their
        duties under this Section 3.18(a)(ii). Neither the Master Servicer nor the
        Trustee shall have any liability for any loss, expense, damage, claim arising
        out of or with respect to any failure to properly prepare, execute and/or
        timely
        file such Form 8-K, where such failure results from a party’s failure to deliver
        on a timely basis, any information from such party hereto needed to prepare,
        arrange for execution or file such Form 8-K, not resulting from its own
        negligence, bad faith or willful misconduct.

       

      (iii)
        (A)
        Within 90 days after the end of each fiscal year of the Trust or such earlier
        date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it
        being understood that the fiscal year for the Trust ends on December 31st
        of
        each year), commencing in March 2008, the Trustee shall prepare and file
        on
        behalf of the Trust a Form 10-K, in form and substance as required by the
        Exchange Act. Each such Form 10-K shall include the following items, in each
        case to the extent they have been delivered to the Trustee within the applicable
        timeframes set forth in this Agreement, (I) an annual compliance statement
        for
        the Servicer, the Master Servicer, the Trustee and any subservicer or
        subcontractor, as applicable, as described under Section 3.16, (II)(A) the
        annual reports on assessment of compliance with Servicing Criteria for the
        Master Servicer, the Servicer, each subservicer and subcontractor participating
        in the servicing function, the Trustee and the Custodian, as described under
        Section 3.17, and (B) if any such report on assessment of compliance with
        Servicing Criteria described under Section 3.17 identifies any material instance
        of noncompliance, disclosure identifying such instance of noncompliance,
        or if
        any such report on assessment of compliance with Servicing Criteria described
        under Section 3.17 is not included as an exhibit to such Form 10-K, disclosure
        that such report is not included and an explanation why such report is not
        included, (III)(A) the registered public accounting firm attestation report
        for
        the Master Servicer, the Servicer, the Trustee, each subservicer, each
        subcontractor, as applicable, and the Custodian, as described under Section
        3.17, and (B) if any registered public accounting firm attestation report
        described under Section 3.17 identifies any material instance of noncompliance,
        disclosure identifying such instance of noncompliance, or if any such registered
        public accounting firm attestation report is not included as an exhibit to
        such
        Form 10-K, disclosure that such report is not included and an explanation
        why
        such report is not included, and (IV) a Sarbanes-Oxley Certification as
        described in Section 3.18 (a)(iii)(D) below (provided, however, that the
        Trustee, at its discretion, may omit from the Form 10-K any annual compliance
        statement, assessment of compliance or attestation report that is not required
        to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure
        or
        information in addition to (I) through (IV) above that is required to be
        included on Form 10-K (“Additional Form 10-K Disclosure”) shall be, pursuant to
        the paragraph immediately below, reported by the parties set forth on Exhibit
        N
        to the Trustee and the Depositor and approved for inclusion by the Depositor,
        and the Trustee will have no duty or liability for any failure hereunder
        to
        determine or prepare any Additional Form 10-K Disclosure absent such reporting
        (other than in the case where the Trustee is the reporting party as set forth
        in
        Exhibit N) and approval.

       

      (B)
        No
        later than March 15th of each year that the Trust is subject to the Exchange
        Act
        reporting requirements, commencing in 2008, (i) the parties set forth in
        Exhibit
        N shall be required to provide, and the Master Servicer shall enforce the
        obligations of the Servicer (to the extent provided in the Servicing Agreement)
        to provide, pursuant to Section 3.18(a)(iv) below to the Trustee and the
        Depositor, to the extent known by a responsible officer thereof, in
        EDGAR-compatible format, or in such other form as otherwise agreed upon by
        the
        Trustee and the Depositor and such party, the form and substance of any
        Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will
        approve, as to form and substance, or disapprove, as the case may be, the
        inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor
        shall be responsible for any reasonable fees and expenses assessed or incurred
        by the Trustee in connection with including any Additional Form 10-K Disclosure
        on Form 10-K pursuant to this Section.

       

      (C)
        After
        preparing the Form 10-K, the Trustee shall forward electronically a copy
        of the
        Form 10-K to the Depositor (only in the case where such Form 10-K includes
        Additional Form 10-K Disclosure and otherwise if requested by the Depositor)
        and
        the Master Servicer for review. Within three Business Days after receipt
        of such
        copy, but no later than March 25th (provided that, the Trustee forwards a
        copy
        of the Form 10-K no later than the third Business Day prior to March 25th),
        the
        Depositor shall notify the Trustee in writing (which may be furnished
        electronically) of any changes to or approval of such Form 10-K. In the absence
        of receipt of any written changes or approval, the Trustee shall be entitled
        to
        assume that such Form 10-K is in final form and the Trustee may proceed with
        obtaining the execution of and filing the Form 10-K. No later than the close
        of
        business Eastern Standard time on the 4th Business Day prior to the 10-K
        Filing
        Deadline, an officer of the Master Servicer in charge of the master servicing
        function shall sign the Form 10-K and return an electronic or fax copy of
        such
        signed Form 10-K (with an original executed hard copy to follow by overnight
        mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously
        filed Form 10-K needs to be amended, the Trustee will follow the procedures
        set
        forth in Section 3.18(a)(v)(B). Promptly (but no later than one (1) Business
        Day) after filing with the Commission, the Trustee shall make available on
        its
        internet website a final executed copy of each Form 10-K filed by the Trustee.
        The signing party for the Master Servicer can be contacted as set forth in
        Section 12.07. Form 10-K requires the registrant to indicate (by checking
“yes”
or “no”) that it (1) has filed all reports required to be filed by Section 13 or
        15(d) of the Exchange Act during the preceding 12 months (or for such shorter
        period that the registrant was required to file such reports), and (2) has
        been
        subject to such filing requirements for the past 90 days. The Depositor shall
        notify the Trustee in writing, no later than March 15th
        of each
        year in which the Trust is subject to the requirements of the Exchange Act
        with
        respect to the filing of a report on Form 10-K, if the answer to the questions
        should be “no”. The Trustee shall be entitled to rely on the representations in
        Section 2.06(vii) and in any such notice in preparing, executing and/or filing
        any such report. The parties to this Agreement acknowledge that the performance
        by the Master Servicer and the Trustee of their respective duties under Sections
        3.18(a)(iv) and (v) related to the timely preparation, execution and filing
        of
        Form 10-K is contingent upon such parties strictly observing all applicable
        deadlines in the performance of their duties under such Sections and Sections
        3.16 and Section 3.17. Neither the Master Servicer nor the Trustee shall
        have
        any liability for any loss, expense, damage, claim arising out of or with
        respect to any failure to properly prepare, execute and/or timely file such
        Form
        10-K, where such failure results from the Master Servicer’s or the Trustee’s
        inability or failure to receive, on a timely basis, any information from
        any
        other party hereto needed to prepare, arrange for execution or file such
        Form
        10-K, not resulting from its own negligence, bad faith or willful misconduct.
        

       

      (D)
        Each
        Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”)
        required to be included therewith pursuant to the Sarbanes-Oxley Act which
        shall
        be signed by the Certifying Person and delivered to the Trustee no later
        than
        March 15th of each year in which the Trust is subject to the reporting
        requirements of the Exchange Act. The Master Servicer shall cause the Servicer,
        and any subservicer or subcontractor engaged by it to provide to the Person
        who
        signs the Sarbanes-Oxley Certification (the “Certifying Person”), by March 10th
        of each year in which the Trust is subject to the reporting requirements
        of the
        Exchange Act (or such other date specified in the Servicing Agreement) and
        otherwise within a reasonable period of time upon request, a certification
        (each, a “Back-Up Certification”), in the form attached hereto as Exhibit L,
        upon which the Certifying Person, the entity for which the Certifying Person
        acts as an officer, and such entity’s officers, directors and Affiliates
        (collectively with the Certifying Person, “Certification Parties”) can
        reasonably rely. In addition, the Trustee shall sign a Back-Up Certification
        substantially in the form of Exhibit L; provided, however, that the Trustee
        shall not be required to undertake an analysis of any accountant’s report
        attached as an exhibit to the Form 10-K. An officer of the Master Servicer
        in
        charge of the master servicing function shall serve as the Certifying Person
        on
        behalf of the Trust. Such officer of the Certifying Person can be contacted
        as
        set forth in Section 12.07.

       

      (iv)
        With
        respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
        or any Form 8-K Disclosure Information (collectively, the “Additional
        Disclosure”) relating to the Trust Fund, the Trustee’s obligation to include
        such Additional Information in the applicable Exchange Act report is subject
        to
        receipt from the entity that is indicated in Exhibit N as the responsible
        party
        for providing that information, if other than the Trustee, as and when required
        as described in Section 3.18(a)(i) through (iii) above. Such Additional
        Disclosure shall be accompanied by a notice substantially in the form of
        Exhibit
        O. Each of the Master Servicer, the Seller, the Trustee and the Depositor
        hereby
        agrees to notify and provide, and the Master Servicer agrees to enforce the
        obligations (to the extent provided in the Servicing Agreement) of the Servicer
        to notify and provide, to the extent known to the Master Servicer, the Seller,
        the Trustee and the Depositor all Additional Disclosure relating to the Trust
        Fund, with respect to which such party is indicated in Exhibit N as the
        responsible party for providing that information. The Depositor shall be
        responsible for any reasonable fees and expenses assessed or incurred by
        the
        Trustee in connection with including any Additional Disclosure information
        pursuant to this Section.

       

      So
        long
        as the Depositor is subject to the filing requirements of the Exchange Act
        with
        respect to the Trust Fund, the Trustee shall notify the Trustee and the
        Depositor of any bankruptcy or receivership with respect to the Trustee or
        of
        any proceedings of the type described under Item 1117 of Regulation AB that
        have
        occurred as of the related Due Period, together with a description thereof,
        no
        later than the date on which such information is required of other parties
        hereto as set forth under this Section 3.18. In addition, the Trustee shall
        notify the Trustee and the Depositor of any affiliations or relationships
        that
        develop after the Closing Date between the Trustee and the Depositor, the
        Seller, the Trustee, the Master Servicer or the Custodian of the type described
        under Item 1119 of Regulation AB, together with a description thereof, no
        later
        than March 15 of each year that the Trust is subject to the Exchange Act
        reporting requirements, commencing in 2008. Should the identification of
        any of
        the Depositor, the Seller, the Trustee, the Master Servicer or the Custodian
        change, the Depositor shall promptly notify the Trustee in writing.

       

      (v)
        (A)
        On or prior to January 30th of the first year in which the Trustee is able
        to do
        so under applicable law, the Trustee shall prepare and file a Form 15 relating
        to the automatic suspension of reporting in respect of the Trust under the
        Exchange Act. 

       

      (B)
        In
        the event that the Trustee is unable to timely file with the Commission all
        or
        any required portion of any Form 8-K, 10-D or 10-K required to be filed by
        this
        Agreement because required disclosure information was either not delivered
        to it
        or delivered to it after the delivery deadlines set forth in this Agreement
        or
        for any other reason, the Trustee shall promptly notify the Depositor and
        the
        Master Servicer. In the case of Form 10-D and 10-K, the Depositor, the Master
        Servicer and the Trustee shall cooperate to prepare and file a Form 12b-25
        and a
        10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act.
        In
        the case of Form 8-K, the Trustee will, upon receipt of all required Form
        8-K
        Disclosure Information and upon the approval and direction of the Depositor,
        include such disclosure information on the next Form 10-D. In the event that
        any
        previously filed Form 8-K, 10-D or 10-K needs to be amended, and such amendment
        relates to any Additional Disclosure, the Trustee shall notify the Depositor
        and
        the parties affected thereby and such parties will cooperate to prepare any
        necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment
        to
        Form 8-K, 10-D or 10-K shall be signed by an appropriate officer of the Master
        Servicer. The parties hereto acknowledge that the performance by the Master
        Servicer and the Trustee of their respective duties under this Section
        3.18(a)(v) related to the timely preparation, execution and filing of Form
        15, a
        Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon
        the
        Master Servicer and the Depositor timely performing their duties under this
        Section. Neither the Master Servicer nor the Trustee shall have any liability
        for any loss, expense, damage or claim arising out of or with respect to
        any
        failure to properly prepare, execute and/or timely file any such Form 15,
        Form
        12b-25 or any amendments to Form 8-K, 10-D or 10-K, where such failure results
        from a party’s failure to deliver on a timely basis, any information from such
        party needed to prepare, arrange for execution or file such Form 15, Form
        12b-25
        or any amendments to Form 8-K, 10-D or 10-K, not resulting from its own
        negligence, bad faith or willful misconduct.

       

      The
        Depositor agrees to promptly furnish to the Trustee, from time to time upon
        request, such further information, reports and financial statements within
        its
        control related to this Agreement, the Mortgage Loans as the Trustee reasonably
        deems appropriate to prepare and file all necessary reports with the Commission.
        The Trustee shall have no responsibility to file any items other than those
        specified in this Section 3.18; provided, however, the Trustee shall cooperate
        with the Depositor in connection with any additional filings with respect
        to the
        Trust Fund as the Depositor deems necessary under the Exchange Act. Fees
        and
        expenses incurred by the Trustee in connection with this Section 3.18 shall
        not
        be reimbursable from the Trust Fund.

       

      (b) The
        Trustee shall indemnify and hold harmless the Depositor and the Master Servicer
        and each of its officers, directors and affiliates from and against any losses,
        damages, penalties, fines, forfeitures, reasonable and necessary legal fees
        and
        related costs, judgments and other costs and expenses arising out of or based
        upon a breach of the Trustee’s obligations under Sections 3.16, 3.17 and 3.18 or
        the Trustee’s negligence, bad faith or willful misconduct in connection
        therewith. In addition, the Trustee shall indemnify and hold harmless the
        Depositor and the Master Servicer and each of their respective officers,
        directors and affiliates from and against any losses, damages, penalties,
        fines,
        forfeitures, reasonable and necessary legal fees and related costs, judgments
        and other costs and expenses arising out of or based upon (i) any untrue
        statement or alleged untrue statement of any material fact contained in any
        Back-Up Certification, any Annual Statement of Compliance, any Assessment
        of
        Compliance or any Additional Disclosure provided by the Trustee on its behalf
        or
        on behalf of any subservicer or subcontractor engaged by the Trustee pursuant
        to
        Section 3.16, 3.17 or 3.18 (the “Trustee Information”), or (ii) any omission or
        alleged omission to state therein a material fact required to be stated therein
        or necessary to make the statements therein, in light of the circumstances
        in
        which they were made, not misleading; provided, by way of clarification,
        that
        this paragraph shall be construed solely by reference to the Trustee Information
        and not to any other information communicated in connection with the
        Certificates, without regard to whether the Trustee Information or any portion
        thereof is presented together with or separately from such other
        information.

       

      The
        Depositor shall indemnify and hold harmless the Trustee and the Master Servicer
        and each of its officers, directors and affiliates from and against any losses,
        damages, penalties, fines, forfeitures, reasonable and necessary legal fees
        and
        related costs, judgments and other costs and expenses arising out of or based
        upon a breach of the obligations of the Depositor under Sections 3.16, 3.17
        and
        3.18 or the Depositor’s negligence, bad faith or willful misconduct in
        connection therewith. In addition, the Depositor shall indemnify and hold
        harmless the Master Servicer, the Trustee and each of their respective officers,
        directors and affiliates from and against any losses, damages, penalties,
        fines,
        forfeitures, reasonable and necessary legal fees and related costs, judgments
        and other costs and expenses arising out of or based upon (i) any untrue
        statement or alleged untrue statement of any material fact contained in any
        Additional Disclosure provided by the Depositor that is required to be filed
        pursuant to this Section 3.18 (the “Depositor Information”), or (ii) any
        omission or alleged omission to state therein a material fact required to
        be
        stated therein or necessary to make the statements therein, in light of the
        circumstances in which they were made, not misleading; provided, by way of
        clarification, that this paragraph shall be construed solely by reference
        to the
        Depositor Information that is required to be filed and not to any other
        information communicated in connection with the Certificates, without regard
        to
        whether the Depositor Information or any portion thereof is presented together
        with or separately from such other information.

       

      The
        Master Servicer shall indemnify and hold harmless the Trustee and the Depositor
        and each of its respective officers, directors and affiliates from and against
        any losses, damages, penalties, fines, forfeitures, reasonable and necessary
        legal fees and related costs, judgments and other costs and expenses arising
        out
        of or based upon a breach of the obligations of the Master Servicer under
        Sections 3.16, 3.17 and 3.18 or the Master Servicer’s negligence, bad faith or
        willful misconduct in connection therewith. In addition, the Master Servicer
        shall indemnify and hold harmless the Depositor and each of its officers,
        directors and affiliates from and against any losses, damages, penalties,
        fines,
        forfeitures, reasonable and necessary legal fees and related costs, judgments
        and other costs and expenses arising out of or based upon (i) any untrue
        statement or alleged untrue statement of any material fact contained in any
        Annual Statement of Compliance, any Assessment of Compliance or any Additional
        Disclosure provided by the Master Servicer on its behalf or on behalf of
        any
        subservicer or subcontractor engaged by the Master Servicer pursuant to Section
        3.16, 3.17 or 3.18 (the “Master Servicer Information”), or (ii) any omission or
        alleged omission to state therein a material fact required to be stated therein
        or necessary to make the statements therein, in light of the circumstances
        in
        which they were made, not misleading; provided, by way of clarification,
        that
        this paragraph shall be construed solely by reference to the Master Servicer
        Information and not to any other information communicated in connection with
        the
        Certificates, without regard to whether the Master Servicer Information or
        any
        portion thereof is presented together with or separately from such other
        information.

       

      If
        the
        indemnification provided for herein is unavailable or insufficient to hold
        harmless the Depositor, the Trustee or the Master Servicer, as applicable,
        then
        the defaulting party, in connection with any conduct for which it is providing
        indemnification under this Section 3.18(b), agrees that it shall contribute
        to
        the amount paid or payable by the other parties as a result of the losses,
        claims, damages or liabilities of the other party in such proportion as is
        appropriate to reflect the relative fault and the relative benefit of the
        respective parties.

       

      The
        indemnification provisions set forth in this Section 3.18(b) shall survive
        the
        termination of this Agreement or the termination of any party to this
        Agreement.

       

      (c) Failure
        of the Master Servicer to comply with this Section 3.18 (including with respect
        to the timeframes required herein) shall, upon written notice from the Trustee
        at the written direction of the Depositor, constitute an Event of Default,
        and
        the Trustee shall, in addition to whatever rights the Trustee may have under
        this Agreement and at law or equity or to damages, including injunctive relief
        and specific performance, upon notice immediately terminate all of the rights
        and obligations of the Master Servicer under this Agreement and in and to
        the
        Mortgage Loans and the proceeds thereof without compensating the Master Servicer
        for the same (but subject to the Master Servicer’s rights to payment of any
        Master Servicing compensation and reimbursement of all amounts for which
        it is
        entitled to be reimbursed prior to the date of termination). Failure of the
        Trustee to comply with this Section 3.18 (including with respect to the
        timeframes required in this Section) which failure results in a failure to
        timely file the related Form 10-K, shall, upon written notice from the Trustee
        at the written direction of the Depositor, constitute a default and the Trustee
        at the written direction of the Depositor shall, in addition to whatever
        rights
        the Trustee may have under this Agreement and at law or equity or to damages,
        including injunctive relief and specific performance, upon notice immediately
        terminate all of the rights and obligations of the Trustee under this Agreement
        and in and to the Mortgage Loans and the proceeds thereof without compensating
        the Trustee for the same (but subject to the Trustee’s right to reimbursement of
        all amounts for which it is entitled to be reimbursed prior to the date of
        termination). This paragraph shall supersede any other provision in this
        Agreement or any other agreement to the contrary. In connection with the
        termination of the Master Servicer or the Trustee pursuant to this Section
        3.18(c), the Trustee shall be entitled to reimbursement of all costs and
        expenses associated with such termination to the extent set forth in Section
        9.05. Notwithstanding anything to the contrary in this Agreement, no Event
        of
        Default by the Master Servicer or default by the Trustee shall have occurred
        with respect to any failure to properly prepare, execute and/or timely file
        any
        report on Form 8-K, Form 10-D or Form 10-K, any Form 15 or Form 12b-25 or
        any
        amendments to Form 8-K, 10-D or 10-K, where such failure results from the
        Master
        Servicer’s or the Trustee’s inability or failure to receive, on a timely basis,
        any information from any other party hereto needed to prepare, arrange for
        execution or file any such report, Form or amendment, and does not result
        from
        its own negligence, bad faith or willful misconduct.

       

      (d) Notwithstanding
        the provisions of Section 12.02, this Section 3.18 may be amended without
        the
        consent of the Certificateholders.

       

      (e) Any
        report, notice or notification to be delivered by the Master Servicer or
        the
        Trustee to the Depositor pursuant to this Section 3.18, may be delivered
        via
        email to RegABNotifications@bear.com or, in the case of a notification,
        telephonically by calling Reg AB Compliance Manager at
        212-272-7525.

       

      Section
        3.19  UCC.

       

      The
        Depositor shall file any financing statements or amendments thereto required
        by
        any change in the Uniform Commercial Code.

       

      Section
        3.20  Optional
        Purchase of Defaulted Mortgage Loans.

       

      (a)  With
        respect to any Mortgage Loan which as of the first day of a Fiscal Quarter
        is
        Delinquent in payment by 90 days or more or is an REO Property, the Seller
        shall
        have the right to purchase such Mortgage Loan from the Trust at a price equal
        to
        the Purchase Price; provided however (i) that such Mortgage Loan is still
        90
        days or more Delinquent or is an REO Property as of the date of such purchase
        and (ii) this purchase option, if not theretofore exercised, shall terminate
        on
        the date prior to the last day of the related Fiscal Quarter. This purchase
        option, if not exercised, shall not be thereafter reinstated unless the
        delinquency is cured and the Mortgage Loan thereafter again becomes 90 days
        or
        more Delinquent or becomes an REO Property, in which case the option shall
        again
        become exercisable as of the first day of the related Fiscal Quarter. This
        right
        may be assigned by the Seller to a third party, including a holder of a Class
        of
        Certificates. 

       

      (b)  In
        addition, EMC shall, at its option, purchase any Mortgage Loan from the
        Trust for which the first Scheduled Payment due to the Trust after the
        Closing Date becomes thirty (30) days past due; provided however, such
        Mortgage Loan was purchased by EMC or one of its affiliates from a seller
        pursuant to a loan purchase agreement that obligated such seller to repurchase
        such Mortgage Loan if one or more Scheduled Payments becomes 30 or more days
        delinquent (and such seller has agreed to repurchase such Mortgage
        Loan); provided, further, that such optional purchase shall be exercised
        no
        later than the 270th day after such Mortgage Loan is subject to such
        seller's repurchase obligation. Such purchase shall be made at a price equal
        to
        the Purchase Price.

       

      (c)  If
        at any
        time EMC remits to the Master Servicer a payment for deposit in the Master
        Servicer Collection Account covering the amount of the Purchase Price for
        any
        Mortgage Loan purchased pursuant to clause (a), and EMC provides to the Trustee
        a certification signed by a Servicing Officer stating that the amount of
        such
        payment has been deposited in the Master Servicer Collection Account, then
        the
        Trustee shall execute the assignment of such Mortgage Loan prepared and
        delivered to the Trustee, at the request of EMC, without recourse,
        representation or warranty, to EMC which shall succeed to all of the Trustee’s
        right, title and interest in and to such Mortgage Loan, and all security
        and
        documents relative thereto. Such assignment shall be an assignment outright
        and
        not for security. EMC will thereupon own such Mortgage, and all such security
        and documents, free of any further obligation to the Trustee or the
        Certificateholders with respect thereto.

       

      Section
        3.21  Intention
        of the Parties and Interpretation.

       

      Each
        of
        the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17
        and
        3.18 of this Agreement is to facilitate compliance by the Seller, the Depositor,
        the Trustee and the Master Servicer with the provisions of Regulation AB.
        Therefore, each of the parties agrees that (a) the obligations of the parties
        hereunder shall be interpreted in such a manner as to accomplish that purpose,
        (b) the parties’ obligations hereunder will be supplemented and modified as
        necessary to be consistent with any such amendments, interpretive advice
        or
        guidance, convention or consensus among active participants in the asset-backed
        securities markets, advice of counsel, or otherwise in respect of the
        requirements of Regulation AB, (c) the parties shall comply with reasonable
        requests made by the Seller, the Depositor, the Master Servicer or the Trustee
        for delivery of additional or different information as the Seller, the
        Depositor, the Master Servicer or the Trustee may determine in good faith
        is
        necessary to comply with the provisions of Regulation AB, and (d) no amendment
        of this Agreement shall be required to effect any such changes in the
        obligations of the parties to this transaction as are necessary to accommodate
        evolving interpretations of the provisions of Regulation AB.

       

       

      ARTICLE
        IV

      ACCOUNTS

       

      Section
        4.01  Protected
        Accounts.

       

      (a)  The
        Master Servicer shall enforce the obligation of the Servicer to establish
        and
        maintain a Protected Account in accordance with the Servicing Agreement,
        with
        records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan
        basis, into which accounts shall be deposited within 48 hours (or as of such
        other time specified in the Servicing Agreement) of receipt, all collections
        of
        principal and interest on any Mortgage Loan and any REO Property received
        by the
        Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation
        Proceeds, and advances made from the Servicer’s own funds (less servicing
        compensation as permitted by the Servicing Agreement in the case of the
        Servicer) and all other amounts to be deposited in the Protected Account.
        The
        Servicer is hereby authorized to make withdrawals from and deposits to the
        related Protected Account for purposes required or permitted by this Agreement
        and the Servicing Agreement. To
        the
        extent provided in the Servicing Agreement, the Protected Account shall be
        held
        by a Designated Depository Institution and segregated on the books of such
        institution in the name of the Trustee for the benefit of
        Certificateholders.

       

      (b)  To
        the
        extent provided in the Servicing Agreement, amounts on deposit in a Protected
        Account may be invested in Permitted Investments in the name of the Trustee
        for
        the benefit of Certificateholders and, except as provided in the preceding
        paragraph, not commingled with any other funds. Such Permitted Investments
        shall
        mature, or shall be subject to redemption or withdrawal, no later than the
        date
        on which such funds are required to be withdrawn for deposit in the Distribution
        Account, and shall be held until required for such deposit. The income earned
        from Permitted Investments made pursuant to this Section 4.01 shall be paid
        to
        the Servicer under the Servicing Agreement, and the risk of loss of moneys
        required to be distributed to the Certificateholders resulting from such
        investments shall be borne by and be the risk of the Servicer. The related
        Servicer (to the extent provided in the Servicing Agreement) shall deposit
        the
        amount of any such loss in the Protected Account within two Business Days
        of
        receipt of notification of such loss but not later than the second Business
        Day
        prior to the Distribution Date on which the moneys so invested are required
        to
        be distributed to the Certificateholders.

       

      (c)  To
        the
        extent provided in the Servicing Agreement and subject to this Article IV,
        on or
        before the Servicer Remittance Date, the Servicer shall withdraw or shall
        cause
        to be withdrawn from its Protected Accounts and shall immediately deposit
        or
        cause to be deposited in the Master Servicer Collection Account amounts
        representing the following collections and payments (other than with respect
        to
        principal of or interest on the Mortgage Loans due on or before the Cut-off
        Date) with respect to each Loan Group:

       

      (i)  Scheduled
        Payments on the Mortgage Loans received or any related portion thereof advanced
        by the Servicer pursuant to its Servicing Agreement which were due on or
        before
        the related Due Date, net of the amount thereof comprising its Servicing
        Fee or
        any fees with respect to any lender-paid primary mortgage insurance
        policy;

       

      (ii)  Full
        Principal Prepayments
        and any
        Liquidation Proceeds received by the Servicer with respect to the Mortgage
        Loans
        in the related Prepayment Period, with interest to the date of prepayment
        or
        liquidation, net of the amount thereof comprising its Servicing
        Fee;

       

      (iii)  Partial
        Principal Prepayments received by the Servicer for the Mortgage Loans in
        the
        related Prepayment Period; and

       

      (iv)  Any
        amount to be used as a Monthly Advance or any Compensating Interest
        Payments.

       

      (d)  Withdrawals
        may be made from an Account only to make remittances or reimbursements as
        provided in Section 4.01(c), 4.03, 4.04 and 4.05; to reimburse the Master
        Servicer or the Servicer for Monthly Advances which have been recovered by
        subsequent collections from the related Mortgagor; to remove amounts deposited
        in error; to remove fees, charges or other such amounts deposited on a temporary
        basis; or to clear and terminate the account at the termination of this
        Agreement in accordance with Section 10.01. As provided in Sections 4.01(a)
        and
        4.03 certain amounts otherwise due to the Servicer may be retained by them
        and
        need not be deposited in the Master Servicer Collection Account.

       

      Section
        4.02  Master
        Servicer Collection Account.

       

      The
        Master Servicer shall establish and maintain in the name of the Trustee,
        for the
        benefit of the Holders of the Certificates, the Master Servicer Collection
        Account as a segregated trust account or accounts. The Master Servicer
        Collection Account shall be an Eligible Account. The Master Servicer will
        deposit in the Master Servicer Collection Account as identified by the Master
        Servicer and as received by the Master Servicer, the following
        amounts:

       

      (i)  any
        amounts withdrawn from a Protected Account;

       

      (ii)  any
        Advance and any Compensating Interest Payments;

       

      (iii)  any
        Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received
        by or
        on behalf of the Master Servicer which were not deposited in a Protected
        Account;

       

      (iv)  The
        Purchase Price with respect to any Mortgage Loans purchased by the Seller
        pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03
        hereof, any amounts which are to be treated pursuant to Section 2.04 of this
        Agreement as the payment of a Purchase Price in connection with the tender
        of a
        Substitute Mortgage Loan by the Seller, the Purchase Price with respect to
        any
        Mortgage Loans purchased by EMC pursuant to Section 3.20, and all proceeds
        of
        any Mortgage Loans or property acquired with respect thereto repurchased
        by the
        Depositor or its designee pursuant to Section 10.01;

       

      (v)  any
        amounts required to be deposited with respect to losses on investments of
        deposits in an Account; and

       

      (vi)  any
        other
        amounts received by or on behalf of the Master Servicer or the Trustee and
        required to be deposited in the Master Servicer Collection Account pursuant
        to
        this Agreement.

       

      All
        amounts deposited to the Master Servicer Collection Account shall be held
        by the
        Master Servicer in the name of the Trustee in trust for the benefit of the
        Certificateholders in accordance with the terms and provisions of this
        Agreement. The requirements for crediting the Master Servicer Collection
        Account
        shall be exclusive, it being understood and agreed that, without limiting
        the
        generality of the foregoing, payments in the nature of (i) prepayment or
        late
        payment charges or assumption, tax service, statement account or payoff,
        substitution, satisfaction, release and other like fees and charges need
        not be
        credited by the Master Servicer or the Servicer to the Protected Account
        or the
        Master Servicer Collection Account, as applicable. Reconciliations will be
        prepared for the Master Servicing Collection Account within 45 calendar days
        after the bank statement cut-off date. In the event that the Master Servicer
        shall deposit or cause to be deposited in the Distribution Account any amount
        not required to be credited thereto, the Trustee, upon receipt of a written
        request therefor signed by a Servicing Officer of the Master Servicer, shall
        promptly transfer such amount to the Master Servicer, any provision herein
        to
        the contrary notwithstanding.

       

      Section
        4.03  Permitted
        Withdrawals From the Master Servicer Collection Account.

       

      The
        Master Servicer may from time to time make withdrawals from the Master Servicer
        Collection Account for the following purposes:

       

      (i)  to
        reimburse the Master Servicer or the Servicer for any Advance or Servicing
        Advance of its own funds, the right of the Master Servicer or related Servicer
        to reimbursement pursuant to this subclause (i) being limited to amounts
        received on a particular Mortgage Loan (including, for this purpose, the
        Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which
        represent late payments or recoveries of the principal of or interest on
        such
        Mortgage Loan respecting which such Advance or Servicing Advance was
        made;

       

      (ii)  to
        reimburse the Master Servicer or the Servicer from Insurance Proceeds or
        Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended
        by the Master Servicer or the Servicer in good faith in connection with the
        restoration of the related Mortgaged Property which was damaged by an uninsured
        cause or in connection with the liquidation of such Mortgage Loan;

       

      (iii)  to
        reimburse the Master Servicer or the Servicer from Insurance Proceeds relating
        to a particular Mortgage Loan for insured expenses incurred with respect
        to such
        Mortgage Loan and to reimburse the Master Servicer or the Servicer from
        Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses
        incurred with respect to such Mortgage Loan; provided that the Master Servicer
        shall not be entitled to reimbursement for Liquidation Expenses with respect
        to
        a Mortgage Loan to the extent that (i) any amounts with respect to such Mortgage
        Loan were paid as Excess Liquidation Proceeds pursuant to clause (x) of this
        Subsection (a) to the Master Servicer; and (ii) such Liquidation Expenses
        were
        not included in the computation of such Excess Liquidation
        Proceeds;

       

      (iv)  to
        reimburse the Master Servicer or the Servicer for advances of funds pursuant
        to
        this Agreement or the Servicing Agreement, and the right to reimbursement
        pursuant to this subclause being limited to amounts received on the related
        Mortgage Loan (including, for this purpose, the Purchase Price therefor,
        Insurance Proceeds and Liquidation Proceeds) which represent late recoveries
        of
        the payments for which such advances were made;

       

      (v)  to
        reimburse the Master Servicer or the Servicer for any Advance or advance,
        after
        a Realized Loss has been allocated with respect to the related Mortgage Loan
        if
        the Advance or advance has not been reimbursed pursuant to clauses (i) through
        (iv);

       

      (vi)  to
        pay
        the Master Servicer as set forth in Section 3.14;

       

      (vii)  to
        reimburse the Master Servicer for expenses, costs and liabilities incurred
        by
        and reimbursable to it pursuant to Sections 3.03, 7.04(c) and (d) and 12.03
        or
        otherwise reimbursable to it pursuant to this Agreement;

       

      (viii)  to
        pay to
        the Master Servicer, as additional servicing compensation, any Excess
        Liquidation Proceeds to the extent not retained by the Servicer;

       

      (ix)  to
        reimburse or pay the Servicer any such amounts as are due thereto under this
        Agreement or the Servicing Agreement and have not been retained by or paid
        to
        the Servicer, to the extent provided herein and in the Servicing
        Agreement;

       

      (x)  the
        Purchase Price with respect to any Mortgage Loans purchased by the Seller
        or
        pursuant to Sections 2.02 or 2.03, any amounts which are to be treated pursuant
        to Section 4.05 of this Agreement as the payment of such a Purchase Price,
        the
        Purchase Price with respect to any Mortgage Loans purchased by EMC pursuant
        to
        Section 3.20, and all proceeds of any Mortgage Loans or property acquired
        with
        respect thereto repurchased by the Seller or its designee pursuant to Section
        10.01;

       

      (xi)  any
        amounts required to be deposited with respect to losses on investments of
        deposits in the Master Servicer Collection Account; 

       

      No
        later than noon New York time on the Distribution Account Deposit Date for
        each
        Distribution Date, the Master Servicer shall transfer all amounts on deposit
        in
        the account with respect to the related Distribution Date, less all permitted
        reimbursements to the Servicer and the Master Servicer and the Servicing
        Fees
        and Lender-Paid PMI Fees for such Distribution Date, to the Trustee for deposit
        in the Distribution Account. 

       

      The
        Master Servicer will, from time to time on demand of the Servicer or the
        Trustee, make or cause to be made such withdrawals or transfers from the
        account
        as the Master Servicer has designated for such transfer or withdrawal pursuant
        to this Agreement and the Servicing Agreement. The Master Servicer may clear
        and
        terminate the account pursuant to Section 10.01 and remove amounts from time
        to
        time deposited in error.

       

      In
        addition, prior to noon New York time on the Business Day prior to each
        Distribution Date, the Master Servicer shall deposit in the Distribution
        Account
        (or remit to the Trustee
        for
        deposit therein) any Monthly Advances required to be made by the Master Servicer
        with respect to the Mortgage Loans.

       

      The
        Master Servicer shall keep and maintain separate accounting,
        on a
        Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
        reimbursement from the Master Servicer Collection Account pursuant to subclauses
        (i) through (iv), inclusive, and (vi) or with respect to any such amounts
        which
        would have been covered by such subclauses had the amounts not been retained
        by
        the Master Servicer without being deposited in the Master Servicer Collection
        Account.

       

      Section
        4.04  Distribution
        Account.

       

      (a)  The
        Trustee shall establish and maintain in the name of the Trustee, for the
        benefit
        of the Certificateholders, the Distribution Account as a segregated trust
        account or accounts. The Distribution Account shall be an Eligible Account.
        The
        Master Servicer or Servicer, as the case may be, will remit to the Trustee
        for
        deposit in the Distribution Account, the following amounts:

       

      (b)  All
        amounts deposited to the Distribution Account shall be held by the Trustee
        in
        the name of the Trustee in trust for the benefit of the Certificateholders
        in
        accordance with the terms and provisions of this Agreement. The requirements
        for
        crediting the Distribution Account shall be exclusive, it being understood
        and
        agreed that, without limiting the generality of the foregoing, payments in
        the
        nature of (i) prepayment or late payment charges or assumption, tax service,
        statement account or payoff, substitution, satisfaction, release and other
        like
        fees and charges and (ii) the items enumerated in Subsections 4.05(a)(i),
        (ii),
        (iii) and (iv), need not be credited by the Master Servicer or the Servicer
        to
        the Distribution Account. In the event that the Master Servicer shall deposit
        or
        cause to be deposited to the Distribution Account any amount not required
        to be
        credited thereto, the Trustee, upon receipt of a written request therefor
        signed
        by a Servicing Officer of the Master Servicer, shall promptly transfer such
        amount to the Master Servicer, any provision herein to the contrary
        notwithstanding.

       

      (c)  The
        Distribution Account shall constitute a trust account of the Trust Fund
        segregated on the books of the Trustee and held by the Trustee in trust in
        its
        Corporate Trust Office, and the Distribution Account and the funds deposited
        therein shall not be subject to, and shall be protected from, all claims,
        liens,
        and encumbrances of any creditors or depositors of the Trustee (whether made
        directly, or indirectly through a liquidator or receiver of the Trustee ).
        The
        Distribution Account shall be an Eligible Account. The amount at any time
        credited to the Distribution Account may be invested in the name of the Trustee,
        in such Permitted Investments as may be selected by the Trustee or deposited
        in
        demand deposits with such depository institutions as may be selected by the
        Trustee, provided that time deposits of such depository institutions would
        be a
        Permitted Investment. All Permitted Investments shall mature or be subject
        to
        redemption or withdrawal on or before, and shall be held until, the next
        succeeding Distribution Date if the obligor for such Permitted Investment
        is the
        Trustee or, if such obligor is any other Person, the Business Day preceding
        such
        Distribution Date. All investment earnings on amounts on deposit in the
        Distribution Account or benefit from funds uninvested therein from time to
        time
        shall be for the account of the Trustee. The Trustee shall be permitted to
        receive distribution of all investment earnings from the Distribution Account
        earned on funds on deposit in the Distribution Account. If there is any loss
        on
        a Permitted Investment or demand deposit, the Trustee, as paying agent, shall
        deposit such amount in the Distribution Account. With respect to the
        Distribution Account and the funds deposited therein, the Trustee shall take
        such action as may be necessary to ensure that the Certificateholders shall
        be
        entitled to the priorities afforded to such a trust account as provided by
        12
        U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or
        any applicable comparable state statute applicable to state chartered banking
        corporations.

       

      (d)  In
        addition, on the Closing Date the Depositor shall deposit $150 into the
        Distribution Account which shall be paid to the holders of the Class R
        Certificates on the first Distribution Date in accordance with Section
        6.01.

       

      Section
        4.05  Permitted
        Withdrawals and Transfers from the Distribution Account.

       

      (a)  The
        Trustee will make such withdrawals or transfers from the Distribution Account
        for the following purposes:

       

      (i)  to
        reimburse the Custodian or the Trustee for expenses, costs and liabilities
        incurred by or reimbursable to it pursuant to this Agreement;

       

      (ii)  to
        pay
        the Trustee compensation as set forth in Section 9.05; 

       

      (iii)  to
        remove
        amounts deposited in error;

       

      (iv)  to
        clear
        and terminate the Distribution Account pursuant to Section 10.01;
        and

       

      (b)  On
        each
        Distribution Date, the Trustee shall distribute the Available Funds to the
        extent on deposit in the Distribution Account for each Loan Group to the
        Holders
        of the Certificates in accordance with distribution instructions provided
        to it
        by the Trustee no later than two Business Days prior to such Distribution
        Date
        (if the Trustee and the Trustee are not the same entity) and determined by
        the
        Trustee in accordance with Section 6.01. 

       

       

      ARTICLE
        V

      CERTIFICATES

       

      Section
        5.01  Certificates.

       

      (a)  The
        Depository and the Issuing Entity have entered into a Depository Agreement
        dated
        as of the Closing Date (the “Depository Agreement”). Except for the Residual
        Certificates, the Private Certificates and the Individual Certificates and
        as
        provided in Subsection 5.01(b), the Certificates shall at all times remain
        registered in the name of the Depository or its nominee and at all times:
        (i)
        registration of such Certificates may not be transferred by Trustee except
        to a
        successor to the Depository; (ii) ownership and transfers of registration
        of
        such Certificates on the books of the Depository shall be governed by applicable
        rules established by the Depository; (iii) the Depository may collect its
        usual
        and customary fees, charges and expenses from its Depository Participants;
        (iv)
        the Trustee shall deal with the Depository as representative of such Certificate
        Owners of the respective Class of Certificates for purposes of exercising
        the
        rights of Certificateholders under this Agreement, and requests and directions
        for and votes of such representative shall not be deemed to be inconsistent
        if
        they are made with respect to different Certificate Owners; and (v) the Trustee
        may rely and shall be fully protected in relying upon information furnished
        by
        the Depository with respect to its Depository Participants.

       

      The
        Residual Certificates and the Private Certificates are initially Physical
        Certificates. If at any time the Holders of all of the Certificates of one
        or
        more such Classes request that the Trustee cause such Class to become Global
        Certificates, the Trustee and the Depositor will take such action as may
        be
        reasonably required to cause the Depository to accept such Class or Classes
        for
        trading if it may legally be so traded.

       

      All
        transfers by Certificate Owners of such respective Classes of Book-Entry
        Certificates and any Global Certificates shall be made in accordance with
        the
        procedures established by the Depository Participant or brokerage firm
        representing such Certificate Owners. Each Depository Participant shall only
        transfer Book-Entry Certificates of Certificate Owners it represents or of
        brokerage firms for which it acts as agent in accordance with the Depository’s
        normal procedures.

       

      (b)  If
        (i)(A)
        the Depositor advises the Trustee in writing that the Depository is no longer
        willing or able to properly discharge its responsibilities as Depository
        and (B)
        the Trustee or the Depositor is unable to locate a qualified successor within
        30
        days or (ii) the Depositor at its option advises the Trustee in writing that
        it
        elects to terminate the book-entry system through the Depository, the Trustee,
        as agent of the Depositor, shall request that the Depository notify all
        Certificate Owners of the occurrence of any such event and of the availability
        of definitive, fully registered Certificates to Certificate Owners requesting
        the same. Upon surrender to the Trustee, as agent of the Depositor, of the
        Certificates by the Depository, accompanied by registration instructions
        from
        the Depository for registration, the Trustee shall issue the definitive
        Certificates. Neither the Depositor nor the Trustee shall be liable for any
        delay in delivery of any instructions required under this section and may
        conclusively rely on, and shall be protected in relying on, such
        instructions.

       

      In
        addition, if an Event of Default has occurred and is continuing, each
        Certificate Owner materially adversely affected thereby may at its option
        request a definitive Certificate evidencing such Certificate Owner’s Fractional
        Undivided Interest in the related Class of Certificates. In order to make
        such
        request, such Certificate Owner shall, subject to the rules and procedures
        of
        the Depository, provide the Depository or the related Depository Participant
        with directions for the Trustee to exchange or cause the exchange of the
        Certificate Owner’s interest in such Class of Certificates for an equivalent
        Fractional Undivided Interest in fully registered definitive form. Upon receipt
        by the Trustee of instructions from the Depository directing the Trustee
        to
        effect such exchange (such instructions to contain information regarding
        the
        Class of Certificates and the Current Principal Amount being exchanged, the
        Depository Participant account to be debited with the decrease, the registered
        holder of and delivery instructions for the definitive Certificate, and any
        other information reasonably required by the Trustee), (i) the Trustee shall
        instruct the Depository to reduce the related Depository Participant’s account
        by the aggregate Current Principal Amount of the definitive Certificate,
        (ii)
        the Trustee shall execute, authenticate and deliver, in accordance with the
        registration and delivery instructions provided by the Depository, a definitive
        Certificate evidencing such Certificate Owner’s Fractional Undivided Interest in
        such Class of Certificates and (iii) the Trustee shall execute and authenticate
        a new Book-Entry Certificate reflecting the reduction in the Current Principal
        Amount of such Class of Certificates by the amount of the definitive
        Certificates.

       

      (c) (i) REMIC
        I
        will be evidenced by (x) the REMIC I Regular Interests, which will be
        uncertificated and non-transferable and are hereby designated as the “regular
        interests” in REMIC I and have the initial principal amounts and (other than
        REMIC I Regular Interest R-II/R-III) accrue interest at the Pass-Through
        Rates
        equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I
        Certificates, which are hereby designated as representing the sole class
        of
“residual interests” in REMIC I.

       

      The
        REMIC
        I Regular Interests and the Class R-I Certificates will have the following
        designations, initial principal amounts and Pass-Through Rates:

       

      
        	
                REMIC
                  I Interest

              	
                Initial
                  Principal Amount

              	
                Pass-Through
                  Rate

              	
                Related
                  Loan Group

              
	 	 	 	 
	
                I-Sub

              	
                $
                  2,652.31 

              	
                (1)

              	
                Loan
                  Group I

              
	
                I-Grp

              	
                $
                  62,406.71 

              	
                (2)

              	
                Loan
                  Group I

              
	
                II-Sub

              	
                $
                  394.38 

              	
                (1)

              	
                Loan
                  Group II

              
	
                II-Grp

              	
                $
                  9,279.08 

              	
                (3)

              	
                Loan
                  Group II

              
	
                III-Sub

              	
                $
                  404.40 

              	
                (1)

              	
                Loan
                  Group III

              
	
                III-Grp

              	
                $
                  9,513.60 

              	
                (4)

              	
                Loan
                  Group III

              
	
                R-II/R-III

              	
                $
                  100.00 

              	
                0.00%

              	
                N/A

              
	
                ZZZ

              	
                $
                  811,909,270.43 

              	
                (1)

              	
                Loan
                  Group I through Loan Group III

              
	
                Class
                  R-I

              	
                $
                  50.00 

              	
                0.00%

              	
                N/A

              


      

       

      


      (1) The
        weighted average of the Net Rates of the Mortgage Loans, weighted on the
        basis
        of the respective Scheduled Principal Balances of each such Mortgage Loan
        as of
        the beginning of the Due Period immediately preceding the related Distribution
        Date.

       

      (2) The
        weighted average of the Net Rates of the Group I Mortgage Loans, weighted
        on the
        basis of the respective Scheduled Principal Balances of each such Mortgage
        Loan
        as of the beginning of the Due Period immediately preceding the related
        Distribution Date.

       

      (3) The
        weighted average of the Net Rates of the Group II Mortgage Loans, weighted
        on
        the basis of the respective Scheduled Principal Balances of each such Mortgage
        Loan as of the beginning of the Due Period immediately preceding the related
        Distribution Date.

       

      (4) The
        weighted average of the Net Rates of the Group III Mortgage Loans, weighted
        on
        the basis of the respective Scheduled Principal Balances of each such Mortgage
        Loan as of the beginning of the Due Period immediately preceding the related
        Distribution Date.

       

      Interest
        shall be payable to the REMIC I Regular Interests at the applicable Pass-Through
        Rates on the related Uncertificated Principal Balances. On the Distribution
        Date
        in May 2007, REMIC I Regular Interest R-II/R-III will be paid $100 in reduction
        of its Uncertificated Principal Balance from the Class R-II Deposit and the
        Class R-III Deposit held in the Distribution Account. Distributions of principal
        shall be deemed to be made from amounts received on the Mortgage Loans to
        the
        REMIC I Regular Interests (other than REMIC I Regular Interest R-II/R-III),
        first, so as to keep the Uncertificated Principal Balance of each REMIC I
        Regular Interest ending with the designation “Grp” equal to 0.01% of the
        aggregate Scheduled Principal Balance of the Mortgage Loans in the related
        Loan
        Group; second, to each REMIC I Regular Interest ending with the designation
        “Sub,” so that the Uncertificated Principal Balance of each such REMIC I Regular
        Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled
        Principal Balance of the Mortgage Loans in the related Loan Group over (y)
        the
        aggregate Current Principal Amount of the Senior Certificates in the related
        Certificate Group (except that if any such excess is a larger number than
        in the
        preceding distribution period, the least amount of principal shall be
        distributed to such REMIC I Regular Interests such that the REMIC I Subordinated
        Balance Ratio is maintained); and third, any remaining principal to REMIC
        I
        Regular Interest ZZZ. Realized Losses on the Mortgage Loans shall be applied
        after all distributions have been made on each Distribution Date, first,
        so as
        to keep the Uncertificated Principal Balance of each REMIC I Regular Interest
        ending with the designation “Grp” equal to 0.01% of the aggregate Scheduled
        Principal Balance of the Mortgage Loans in the related Loan Group; second,
        to
        each REMIC I Regular Interest ending with the designation “Sub,” so that the
        Uncertificated Principal Balance of each such REMIC I Regular Interest is
        equal
        to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of
        the
        Mortgage Loans in the related Loan Group over (y) the Current Principal Amount
        of the Senior Certificates in the related Certificate Group (except that
        if any
        such excess is a larger number than in the preceding distribution period,
        the
        least amount of Realized Losses shall be applied to such REMIC I Regular
        Interests such that the REMIC I Subordinated Balance Ratio is maintained);
        and
        third, any remaining Realized Losses on the Mortgage Loans shall be allocated
        to
        REMIC I Regular Interest ZZZ.

       

      The
        aggregate amount of any Net Interest Shortfalls and interest portion of Realized
        Losses for any Distribution Date shall be allocated to accrued interest payable
        to the REMIC I Regular Interests (other than REMIC I Regular Interest
        R-II/R-III), pro
        rata,
        based on, and to the extent of, one month’s interest at the then applicable
        respective Pass-Through Rates on the respective Uncertificated Principal
        Balances of each such REMIC I Regular Interest.

       

      (ii) REMIC
        II
        will be evidenced by (x) the REMIC II Regular Interests, which will be
        uncertificated and non-transferable and are hereby designated as the “regular
        interests” in REMIC II and have the initial principal amounts and (other than
        REMIC II Regular Interest R-III) accrue interest at the Pass-Through Rates
        equal
        to those set forth in this Section 5.01(c)(ii) and (y) the Class R-II
        Certificates, which are hereby designated as representing the sole class
        of
“residual interests” in REMIC II.

       

      The
        REMIC
        II Regular Interests and the Class R-II Certificates will have the following
        designations, initial principal amounts and Pass Through Rates:

       

      
        	
                Designation

              	
                Initial
                  Principal Amount

              	
                Pass-Through
                  Rate

              
	 	 	 
	
                I-A-1

              	
                $
                  571,021,000.00 

              	
                (1)

              
	
                I-A-2

              	
                $
                  26,523,000.00 

              	
                (1)

              
	
                II-A-1

              	
                $
                  84,903,000.00 

              	
                (2)

              
	
                II-A-2

              	
                $
                  3,944,000.00 

              	
                (2)

              
	
                III-A-1

              	
                $
                  87,049,000.00 

              	
                (3)

              
	
                III-A-2

              	
                $
                  4,043,000.00 

              	
                (3)

              
	
                Class
                  R-II

              	
                $
                  50.00 

              	
                0.00%

              
	
                R-III

              	
                $
                  50.00 

              	
                0.00%

              
	
                B-1

              	
                $
                  17,863,000.00 

              	
                (4)

              
	
                B-2

              	
                $
                  3,654,000.00 

              	
                (4)

              
	
                B-3

              	
                $
                  4,872,000.00 

              	
                (4)

              
	
                B-4

              	
                $
                  3,248,000.00 

              	
                (4)

              
	
                B-5

              	
                $
                  1,624,000.00 

              	
                (4)

              
	
                B-6

              	
                $
                  1,623,000.00 

              	
                (4)

              
	
                B-7

              	
                $
                  1,626,920.91 

              	
                (4)

              


      

      


       

      (1) A
        variable Pass-Through Rate equal to the weighted average of the Pass-Through
        Rate on REMIC I Regular Interest I-Grp, weighted on the basis of the
        Uncertificated Principal Balance of such REMIC I Regular Interest immediately
        preceding the related Distribution Date.

       

      (2) A
        variable Pass-Through Rate equal to the weighted average of the Pass-Through
        Rate on REMIC I Regular Interest II-Grp, weighted on the basis of the
        Uncertificated Principal Balance of such REMIC I Regular Interest immediately
        preceding the related Distribution Date.

       

      (3) A
        variable Pass-Through Rate equal to the weighted average of the Pass-Through
        Rate on REMIC I Regular Interest III-Grp, weighted on the basis of the
        Uncertificated Principal Balance of such REMIC I Regular Interest immediately
        preceding the related Distribution Date.

       

      (4) A
        variable Pass-Through Rate equal to the weighted average of the Pass-Through
        Rates on REMIC I Regular Interests I-Sub, II-Sub and III-Sub, weighted on
        the
        basis of the Uncertificated Principal Balances of each such REMIC I Regular
        Interest immediately preceding the related Distribution Date, provided that
        for
        purposes of calculating such weighted average, the Pass-Through Rate of each
        such REMIC I Regular Interest shall be subject to a cap and a floor equal
        to the
        Pass-Through Rate of the REMIC I Regular Interest from the related Loan Group
        ending with the designation “Grp”. 

       

      Principal
        shall be payable to, and shortfalls, losses and prepayments are allocable
        to,
        the REMIC II Regular Interests as such amounts are payable and allocable
        to the
        Corresponding Certificates; provided that, solely for purposes of the foregoing,
        any shortfalls or losses allocable to the Class I-X-1 Certificates shall
        be
        deemed to be allocated entirely to the Class I-A-1 Certificates and Class
        I-A-2
        Certificates on a pro rata basis, any shortfalls or losses allocable to the
        Class II-X-1 Certificates shall be deemed to be allocated entirely to the
        Class
        II-A-1 Certificates and Class II-A-2 Certificates on a pro rata basis, and
        any
        shortfalls or losses allocable to the Class III-X-1 Certificates shall be
        deemed
        to be allocated entirely to the Class III-A-1 Certificates and Class III-A-2
        Certificates on a pro rata basis. Interest shall be payable to the REMIC
        II
        Regular Interests at the Pass-Through Rate for each such REMIC II Regular
        Interest on each such REMIC II Regular Interest’s Uncertificated Principal
        Balance.

       

      (iii) The
        Classes of the Certificates shall have the following designations, initial
        principal amounts and Pass-Through Rates:

       

      
        	
                Designation

              	
                Initial
                  Principal Amount

              	
                Pass-Through
                  Rate

              
	 	 	 
	
                I-A-1

              	
                $
                  571,021,000.00

              	
                (1)

              
	
                I-A-2

              	
                $
                  26,523,000.00

              	
                (1)

              
	
                I-X-1

              	
                (3)                       
                  

              	
                (2)

              
	
                II-A-1

              	
                $
                  84,903,000.00

              	
                (4)

              
	
                II-A-2

              	
                $
                  3,944,000.00

              	
                (4)

              
	
                II-X-1

              	
                (3)                       
                  

              	
                (5)

              
	
                III-A-1

              	
                $
                  87,049,000.00

              	
                (6)

              
	
                III-A-2

              	
                $
                  4,043,000.00 

              	
                (6)

              
	
                III-X-1

              	
                (3)                       
                  

              	
                (7)

              
	
                R-I

              	
                $  50.00

              	
                (8)

              
	
                R-II

              	
                $  50.00

              	
                (8)

              
	
                R-III

              	
                $  50.00

              	
                (8)

              
	
                B-1

              	
                $
                  17,863,000.00

              	
                (9)

              
	
                B-2

              	
                $
                  3,654,000.00

              	
                (9)

              
	
                B-3

              	
                $
                  4,872,000.00

              	
                (9)

              
	
                B-4

              	
                $
                  3,248,000.00

              	
                (9)

              
	
                B-5

              	
                $
                  1,624,000.00

              	
                (9)

              
	
                B-6

              	
                $
                  1,623,000.00

              	
                (9)

              
	
                B-7

              	
                $
                  1,626,920.91

              	
                (9)

              


      

      


      (1) On
        or
        prior to the Distribution Date in March 2012, the Class I-A-1 Certificates
        and
        Class I-A-2 Certificates will bear interest at a variable Pass-Through Rate
        equal to the weighted average of the Net Rates of the Group I Mortgage Loans,
        weighted on the basis of the respective Scheduled Principal Balances of each
        such Mortgage Loan as of the beginning of the Due Period immediately preceding
        the related Distribution Date, minus 0.245558762019% per
        annum. After the Distribution Date in March
        2012 the
        Class
        I-A-1 Certificates and Class I-A-2 Certificates will bear interest at a variable
        Pass-Through Rate equal to the weighted average of the Net Rates of the Group
        I
        Mortgage Loans, weighted on the basis of the respective Scheduled Principal
        Balances of each such Mortgage Loan as of the beginning of the Due Period
        immediately preceding the related Distribution Date. During each such period,
        for federal income tax purposes the Class I-A-1 Certificates and Class I-A-2
        Certificates will bear interest at a rate equivalent to the foregoing,
        calculated using the weighted average of the Pass-Through Rates on REMIC
        II
        Regular Interests I-A-1 and I-A-2, weighted on the basis of the Uncertificated
        Principal Balances of such REMIC II Regular Interests immediately preceding
        the
        related Distribution Date, in place of the weighted average of the Net Rates
        of
        the Group I Mortgage Loans. The Pass-Through Rate with respect to the first
        Interest Accrual Period is expected to be approximately 5.500% per
        annum.

       

      (2) On
        or
        prior to the Distribution Date in March 2012, the Class I-X-1 Certificates
        will
        bear interest at a fixed Pass-Through Rate equal to 0.245558762019% 
        per annum on a notional balance equal to the aggregate Current Principal
        Amount
        of the Class I-A-1 Certificates and Class I-A-2 Certificates. After the
        Distribution Date in March 2012, the Class I-X-1 Certificates will not bear
        any
        interest. For federal income tax purposes, the Class I-X-1 Certificates will
        bear interest at a rate equivalent to the foregoing, expressed as (i) for
        any
        Distribution Date in or prior to March 2012, the excess, if any, of (x) the
        weighted average of the Pass-Through Rates on REMIC II Regular Interests
        I-A-1
        and I-A-2, weighted on the basis of the Uncertificated Principal Balances
        of
        such REMIC II Regular Interests immediately preceding the related Distribution
        Date, over (y) the excess, if any, of (1) the weighted average of the
        Pass-Through Rates on REMIC II Regular Interests I-A-1 and I-A-2, weighted
        on
        the basis of the Uncertificated Principal Balances of such REMIC II Regular
        Interests immediately preceding the related Distribution Date, over (2) 0.245558762019%
        per annum, and (ii) for any Distribution Date after March 2012, the excess,
        if
        any, of (A) the weighted average of the Pass-Through Rates on REMIC II Regular
        Interests I-A-1 and I-A-2, weighted on the basis of the Uncertificated Principal
        Balances of such REMIC II Regular Interests immediately preceding the related
        Distribution Date, over (B) the weighted average of the Pass-Through Rates
        on
        REMIC II Regular Interests I-A-1 and I-A-2, weighted on the basis of the
        Uncertificated Principal Balances of such REMIC II Regular Interests immediately
        preceding the related Distribution Date.

       

      (3) As
        described in the definition of Notional Amount herein.

       

      (4) On
        or
        prior to the Distribution Date in March 2014, the Class II-A-1 Certificates
        and
        Class II-A-2 Certificates will bear interest at a variable Pass-Through Rate
        equal to the weighted average of the Net Rates of the Group II Mortgage Loans,
        weighted on the basis of the respective Scheduled Principal Balances of each
        such Mortgage Loan as of the beginning of the Due Period immediately preceding
        the related Distribution Date, minus 0.213717710569%per
        annum.
        After
        the Distribution Date in March 2014, the Class II-A-1 Certificates and Class
        II-A-2 Certificates will bear interest at a variable Pass-Through Rate equal
        to
        the weighted average of the Net Rates of the Group II Mortgage Loans, weighted
        on the basis of the respective Scheduled Principal Balances of each such
        Mortgage Loan as of the beginning of the Due Period immediately preceding
        the
        related Distribution Date. During each such period, for federal income tax
        purposes the Class II-A-1 Certificates and Class II-A-2 Certificates will
        bear
        interest at a rate equivalent to the foregoing, calculated using the weighted
        average of the Pass-Through Rates on REMIC II Regular Interests II-A-1 and
        II-A-2, weighted on the basis of the Uncertificated Principal Balances of
        such
        REMIC II Regular Interests immediately preceding the related Distribution
        Date,
        in place of the weighted average of the Net Rates of the Group II Mortgage
        Loans. The Pass-Through Rate with respect to the first Interest Accrual Period
        is expected to be approximately 5.650%,
        per
        annum.

       

      (5) On
        or
        prior to the Distribution Date in March 2014, the Class II-X-1 Certificates
        will
        bear interest at a fixed Pass-Through Rate equal to 0.213717710569%per
        annum on
        a
        notional balance equal to the aggregate Current Principal Amount of the Class
        II-A-1 Certificates and Class II-A-2 Certificates. After the Distribution
        Date
        in March 2014, the Class II-X-1 Certificates will not bear any interest.
        For
        federal income tax purposes, the Class II-X-1 Certificates will bear interest
        at
        a rate approximately equivalent to the foregoing, expressed as (i) for any
        Distribution Date in or prior to March 2014, the excess, if any, of (x) the
        weighted average of the Pass-Through Rates on REMIC II Regular Interests
        II-A-1
        and II-A-2, weighted on the basis of the Uncertificated Principal Balances
        of
        such REMIC II Regular Interests immediately preceding the related Distribution
        Date, over (y) the excess, if any, of (1) the weighted average of the
        Pass-Through Rates on REMIC II Regular Interests II-A-1 and II-A-2, weighted
        on
        the basis of the Uncertificated Principal Balances of such REMIC II Regular
        Interests immediately preceding the related Distribution Date, over (2) 0.213717710569%
        per annum, and (ii) for any Distribution Date after March 2014, the excess,
        if
        any, of (A) the weighted average of the Pass-Through Rates on REMIC II Regular
        Interests II-A-1 and II-A-2, weighted on the basis of the Uncertificated
        Principal Balances of such REMIC II Regular Interests immediately preceding
        the
        related Distribution Date, over (B) the weighted average of the Pass-Through
        Rates on REMIC II Regular Interests II-A-1 and II-A-2, weighted on the basis
        of
        the Uncertificated Principal Balances of such REMIC II Regular Interests
        immediately preceding the related Distribution Date.

       

      (6) On
        or
        prior to the Distribution Date in March
        2017 the
        Class
        III-A-1 Certificates and Class III-A-2 Certificates will bear interest at
        a
        variable Pass-Through Rate equal to the weighted average of the Net Rates
        of the
        Group III Mortgage Loans, weighted on the basis of the respective Scheduled
        Principal Balances of each such Mortgage Loan as of the beginning of the
        Due
        Period immediately preceding the related Distribution Date, minus 0.011698957301% per
        annum. After the Distribution Date in March 2017 the Class III-A-1 Certificates
        and Class III-A-2 Certificates will bear interest at a variable Pass-Through
        Rate equal to the weighted average of the Net Rates of the Group III Mortgage
        Loans. During each such period, for federal income tax purposes the Class
        III-A-1 Certificates and Class III-A-2 Certificates will bear interest at
        a rate
        equivalent to the foregoing, calculated using the weighted average of the
        Pass-Through Rates on REMIC II Regular Interests III-A-1 and III-A-2, weighted
        on the basis of the Uncertificated Principal Balances of such REMIC II Regular
        Interests immediately preceding the related Distribution Date, in place of
        the
        weighted average of the Net Rates of the Group III Mortgage Loans. The
        Pass-Through Rate with respect to the first Interest Accrual Period is expected
        to be approximately 6.00% per annum.

       

      (7) On
        or
        prior to the Distribution Date in March 2017, the Class III-X-1 Certificates
        will bear interest at a fixed Pass-Through Rate equal to 0.011698957301%
        per annum on a notional balance equal to the aggregate Current Principal
        Amount
        of the Class III-A-1 Certificates and Class III-A-2 Certificates. After the
        Distribution Date in March 2017, the Class III-X-1 Certificates will not
        bear
        any interest. For federal income tax purposes, the Class III-X-1 Certificates
        will bear interest at a rate equivalent to the foregoing, expressed as (i)
        for
        any Distribution Date in or prior to March 2017, the excess, if any, of (x)
        the
        weighted average of the Pass-Through Rates on REMIC II Regular Interests
        III-A-1
        and III-A-2, weighted on the basis of the Uncertificated Principal Balances
        of
        such REMIC II Regular Interests immediately preceding the related Distribution
        Date, over (y) the excess, if any, of (1) the weighted average of the
        Pass-Through Rates on REMIC II Regular Interests III-A-1 and III-A-2, weighted
        on the basis of the Uncertificated Principal Balances of such REMIC II Regular
        Interests immediately preceding the related Distribution Date, over (2) 0.011698957301%
        per annum, and (ii) for any Distribution Date after March 2017, the excess,
        if
        any, of (A) the weighted average of the Pass-Through Rates on REMIC II Regular
        Interests III-A-1 and III-A-2, weighted on the basis of the Uncertificated
        Principal Balances of such REMIC II Regular Interests immediately preceding
        the
        related Distribution Date, over (B) the weighted average of the Pass-Through
        Rates on REMIC II Regular Interests III-A-1 and III-A-2, weighted on the
        basis
        of the Uncertificated Principal Balances of such REMIC II Regular Interests
        immediately preceding the related Distribution Date.

       

      (8)
        The
        Class R-I, Class R-II and Class R-III Certificates will not bear
        interest.

       

      (9) The
        Class
        B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7
        Certificates will each bear interest at a variable Pass-Through Rate equal
        to
        the weighted average of the weighted average of the Net Rates of the Mortgage
        Loans in each Loan Group, weighted in proportion to the results of subtracting
        from the aggregate Scheduled Principal Balance of the Mortgage Loans of each
        Loan Group, the aggregate Current Principal Amount of the related Class or
        Classes of Senior Certificates; provided that, for federal income tax purposes
        such Certificates will bear interest at a rate equivalent to the foregoing,
        expressed as the weighted average of the Pass-Through Rates on REMIC II Regular
        Interests B-1, B-2, B-3, B-4, B-5, B-6 and B-7, weighted on the basis of
        the
        Uncertificated Principal Balances of such REMIC II Regular Interests immediately
        preceding the related Distribution Date. The Pass-Through Rate with respect
        to
        the first Interest Accrual Period is expected to be approximately 5.790%
        per
        annum.

       

      (d)  For
        purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
        Distribution Date immediately following the maturity date for the Mortgage
        Loan
        with the latest maturity date in the Trust Fund has been designated as the
        “latest
        possible maturity date” for the REMIC I Regular Interests, the REMIC II Regular
        Interests and the Certificates (other than the Class R Certificates).

       

      (e)  With
        respect to each Distribution Date, each Class of Certificates shall accrue
        interest during the related Interest Accrual Period. With respect to each
        Distribution Date and each such Class of Certificates, interest shall be
        calculated, on the basis of a 360-day year comprised of twelve 30-day months,
        based upon the respective Pass-Through Rate set forth, or determined as
        provided, above and the Current Principal Amount (or Notional Amount in the
        case
        of the Interest Only Certificates) of such Class applicable to such Distribution
        Date.

       

      (f)  The
        Certificates shall be substantially in the forms set forth in Exhibits A-1,
        A-2
        and A-3. On original issuance, the Trustee shall sign, countersign and shall
        deliver them at the direction of the Depositor.

       

      (g)  Each
        Class of Book-Entry Certificates will be registered as a single Certificate
        of
        such Class held by a nominee of the Depository or the DTC Custodian, and
        beneficial interests will be held by investors through the book-entry facilities
        of the Depository in minimum denominations of, in the case of the Offered
        Certificates (other than the Residual Certificates), $100,000 and in each
        case
        increments of $1.00 in excess thereof, except that one Certificate of each
        such
        Class may be issued in a different amount so that the sum of the denominations
        of all outstanding Certificates of such Class shall equal the Current Principal
        Amount of such Class on the Closing Date. On the Closing Date, the Trustee
        shall
        execute and countersign Physical Certificates all in an aggregate principal
        amount that shall equal the Current Principal Amount of such Class on the
        Closing Date. The Private Certificates shall be issued in certificated
        fully-registered form in minimum dollar denominations of $100,000 and integral
        multiples of $1.00 in excess thereof, except that one Private Certificate
        of
        each Class may be issued in a different amount so that the sum of the
        denominations of all outstanding Private Certificates of such Class shall
        equal
        the Current Principal Amount of such Class on the Closing Date. The Residual
        Certificates shall each be issued in certificated fully-registered form,
        each,
        in the denomination of $50. Each Class of Global Certificates, if any, shall
        be
        issued in fully registered form in minimum dollar denominations of $100,000
        and
        integral multiples of $1.00 in excess thereof, except that one Certificate
        of
        each Class may be in a different denomination so that the sum of the
        denominations of all outstanding Certificates of such Class shall equal the
        Current Principal Amount of such Class on the Closing Date. On the Closing
        Date,
        the Trustee shall execute and countersign (i) in the case of each Class of
        Offered Certificates, the Certificate in the entire Current Principal Amount
        of
        the respective Class and (ii) in the case of each Class of Private Certificates,
        Individual Certificates all in an aggregate principal amount that shall equal
        the Current Principal Amount of each such respective Class on the Closing
        Date.
        The Certificates referred to in clause (i) and if at any time there are to
        be
        Global Certificates, the Global Certificates shall be delivered by the Depositor
        to the Depository or pursuant to the Depository’s instructions, shall be
        delivered by the Depositor on behalf of the Depository to and deposited with
        the
        DTC Custodian. The Trustee shall sign the Certificates by facsimile or manual
        signature and countersign them by manual signature by one or more authorized
        signatories, each of whom shall be Responsible Officers of the Trustee or
        its
        agent.

       

      (h)  No
        Certificate shall be entitled to any benefit under this Agreement, or be
        valid
        for any purpose, unless there appears on such Certificate the manually executed
        countersignature of the Trustee or its agent, and such countersignature upon
        any
        Certificate shall be conclusive evidence, and the only evidence, that such
        Certificate has been duly executed and delivered hereunder. All Certificates
        issued on the Closing Date shall be dated the Closing Date. All Certificates
        issued thereafter shall be dated the date of their
        countersignature.

       

      (i)  The
        Closing Date is hereby designated as the “startup” day of each REMIC within the
        meaning of Section 860G(a)(9) of the Code.

       

      (j)  For
        federal income tax purposes, each REMIC shall have a tax year that is a calendar
        year and shall report income on an accrual basis.

       

      (k)  The
        Trustee shall cause each REMIC to timely elect to be treated as a REMIC under
        Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement
        or in the administration of any Trust established hereby shall be resolved
        in a
        manner that preserves the validity of such elections.

       

      (l)  The
        following legend shall be placed on the Residual Certificates, whether upon
        original issuance or upon issuance of any other Certificate of any such Class
        in
        exchange therefor or upon transfer thereof:

       

      THIS
        CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
        AN
        EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO
        TITLE
        I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR
        SECTION
        4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED
        TRANSFEREE PROVIDES THE TRUSTEE
        WITH
        AN
        OPINION OF COUNSEL ADDRESSED TO THE DEPOSITOR, MASTER SERVICER AND TRUSTEE
        AND
        ON WHICH THEY MAY RELY THAT IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE
        OF
        CERTIFICATES ON BEHALF OF SUCH PERSON WILL NOT RESULT IN OR CONSTITUTE A
        NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE LAW AND
        WILL
        NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR,
        THE
        MASTER SERVICER OR THE TRUSTEE.

       

      The
        following legend shall be placed upon the Private Certificates, whether upon
        original issuance or upon issuance of any other Certificate of any such Class
        in
        exchange therefor or upon transfer thereof:

       

      THIS
        CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
        AN
        EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO
        TITLE
        I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR
        SECTION
        4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE
        CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE
        AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS:
        (I)
        WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER
        AN
        INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT
        LIMITED
        TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE
        90-1, PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
        OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE,
        WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE
        OR A
        GLOBAL CERTIFICATE OR UNLESS THE OPINION SPECIFIED IN SECTION 5.07 OF THE
        AGREEMENT IS PROVIDED.

       

      Section
        5.02  Registration
        of Transfer and Exchange of Certificates.

       

      (a)  The
        Trustee shall maintain at its Corporate Trust Office a Certificate Register
        in
        which, subject to such reasonable regulations as it may prescribe, the Trustee
        shall provide for the registration of Certificates and of transfers and
        exchanges of Certificates as herein provided.

       

      (b)  Subject
        to Subsection 5.01(a) and, in the case of any Global Certificate or Physical
        Certificate upon the satisfaction of the conditions set forth below, upon
        surrender for registration of transfer of any Certificate at any office or
        agency of the Trustee maintained for such purpose, the Trustee shall sign,
        countersign and shall deliver, in the name of the designated transferee or
        transferees, a new Certificate of a like Class and aggregate Fractional
        Undivided Interest, but bearing a different number.

       

      (c)  By
        acceptance of an Individual Certificate, whether upon original issuance or
        subsequent transfer, each holder of such a Certificate acknowledges the
        restrictions on the transfer of such Certificate set forth in the Securities
        Legend and agrees that it will transfer such a Certificate only as provided
        herein. In addition to the provisions of Subsection 5.02(h), the following
        restrictions shall apply with respect to the transfer and registration of
        transfer of an Individual Certificate to a transferee that takes delivery
        in the
        form of an Individual Certificate:

       

      (i)  The
        Trustee shall register the transfer of an Individual Certificate if the
        requested transfer is being made to a transferee who has provided the Trustee
        with a Rule 144A Certificate or comparable evidence as to its QIB
        status.

       

      (ii)  The
        Trustee shall register the transfer of any Individual Certificate if (x)
        the
        transferor has advised the Trustee in writing that the Certificate is being
        transferred to an Institutional Accredited Investor; and (y) prior to the
        transfer the transferee furnishes to the Trustee an Investment Letter (and
        the
        Trustee shall be fully protected in so doing), provided that, if based upon
        an
        Opinion of Counsel addressed to the Trustee to the effect that the delivery
        of
        (x) and (y) above are not sufficient to confirm that the proposed transfer
        is
        being made pursuant to an exemption from, or in a transaction not subject
        to,
        the registration requirements of the Securities Act and other applicable
        laws,
        the Trustee shall as a condition of the registration of any such transfer
        require the transferor to furnish such other certifications, legal opinions
        or
        other information prior to registering the transfer of an Individual Certificate
        as shall be set forth in such Opinion of Counsel.

       

      (d)  Subject
        to Subsection 5.02(h), so long as a Global Certificate of such Class is
        outstanding and is held by or on behalf of the Depository, transfers of
        beneficial interests in such Global Certificate, or transfers by holders
        of
        Individual Certificates of such Class to transferees that take delivery in
        the
        form of beneficial interests in the Global Certificate, may be made only
        in
        accordance with this Subsection 5.02(d) and in accordance with the rules
        of the
        Depository:

       

      (i)  In
        the
        case of a beneficial interest in the Global Certificate being transferred
        to an
        Institutional Accredited Investor, such transferee shall be required to take
        delivery in the form of an Individual Certificate or Certificates and the
        Trustee shall register such transfer only upon compliance with the provisions
        of
        Subsection 5.02(c)(ii).

       

      (ii)  In
        the
        case of a beneficial interest in a Class of Global Certificates being
        transferred to a transferee that takes delivery in the form of an Individual
        Certificate or Certificates of such Class, except as set forth in clause
        (i)
        above, the Trustee shall register such transfer only upon compliance with
        the
        provisions of Subsection 5.02(c)(i).

       

      (iii)  In
        the
        case of an Individual Certificate of a Class being transferred to a transferee
        that takes delivery in the form of a beneficial interest in a Global Certificate
        of such Class, the Trustee shall register such transfer if the transferee
        has
        provided the Trustee with a Rule 144A Certificate or comparable evidence
        as to
        its QIB status.

       

      (iv)  No
        restrictions shall apply with respect to the transfer or registration of
        transfer of a beneficial interest in the Global Certificate of a Class to
        a
        transferee that takes delivery in the form of a beneficial interest in the
        Global Certificate of such Class; provided that each such transferee shall
        be
        deemed to have made such representations and warranties contained in the
        Rule
        144A Certificate as are sufficient to establish that it is a QIB.

       

      (e)  Subject
        to Subsection 5.02(h), an exchange of a beneficial interest in a Global
        Certificate of a Class for an Individual Certificate or Certificates of such
        Class, an exchange of an Individual Certificate or Certificates of a Class
        for a
        beneficial interest in the Global Certificate of such Class and an exchange
        of
        an Individual Certificate or Certificates of a Class for another Individual
        Certificate or Certificates of such Class (in each case, whether or not such
        exchange is made in anticipation of subsequent transfer, and, in the case
        of the
        Global Certificate of such Class, so long as such Certificate is outstanding
        and
        is held by or on behalf of the Depository) may be made only in accordance
        with
        this Subsection 5.02(e) and in accordance with the rules of the
        Depository:

       

      (i)  A
        holder
        of a beneficial interest in a Global Certificate of a Class may at any time
        exchange such beneficial interest for an Individual Certificate or Certificates
        of such Class.

       

      (ii)  A
        holder
        of an Individual Certificate or Certificates of a Class may exchange such
        Certificate or Certificates for a beneficial interest in the Global Certificate
        of such Class if such holder furnishes to the Trustee a Rule 144A Certificate
        or
        comparable evidence as to its QIB status.

       

      (iii)  A
        holder
        of an Individual Certificate of a Class may exchange such Certificate for
        an
        equal aggregate principal amount of Individual Certificates of such Class
        in
        different authorized denominations without any certification.

       

      (f)  (i)Upon
        acceptance for exchange or transfer of an Individual Certificate of a Class
        for
        a beneficial interest in a Global Certificate of such Class as provided herein,
        the Trustee shall cancel such Individual Certificate and shall (or shall
        request
        the Depository to) endorse on the schedule affixed to the applicable Global
        Certificate (or on a continuation of such schedule affixed to the Global
        Certificate and made a part thereof) or otherwise make in its books and records
        an appropriate notation evidencing the date of such exchange or transfer
        and an
        increase in the certificate balance of the Global Certificate equal to the
        certificate balance of such Individual Certificate exchanged or transferred
        therefor.

       

      (ii)  Upon
        acceptance for exchange or transfer of a beneficial interest in a Global
        Certificate of a Class for an Individual Certificate of such Class as provided
        herein, the Trustee shall (or shall request the Depository to) endorse on
        the
        schedule affixed to such Global Certificate (or on a continuation of such
        schedule affixed to such Global Certificate and made a part thereof) or
        otherwise make in its books and records an appropriate notation evidencing
        the
        date of such exchange or transfer and a decrease in the certificate balance
        of
        such Global Certificate equal to the certificate balance of such Individual
        Certificate issued in exchange therefor or upon transfer thereof.

       

      (g)  The
        Securities Legend shall be placed on any Individual Certificate issued in
        exchange for or upon transfer of another Individual Certificate or of a
        beneficial interest in a Global Certificate.

       

      (h)  Subject
        to the restrictions on transfer and exchange set forth in this Section 5.02,
        the
        holder of any Individual Certificate may transfer or exchange the same in
        whole
        or in part (in an initial certificate balance equal to the minimum authorized
        denomination set forth in Section 5.01(g) above or any integral multiple
        of
        $1.00 in excess thereof) by surrendering such Certificate at the Trustee
        Office,
        or at the office of any transfer agent, together with an executed instrument
        of
        assignment and transfer satisfactory in form and substance to the Trustee
        in the
        case of transfer and a written request for exchange in the case of exchange.
        The
        holder of a beneficial interest in a Global Certificate may, subject to the
        rules and procedures of the Depository, cause the Depository (or its nominee)
        to
        notify the Trustee in writing of a request for transfer or exchange of such
        beneficial interest for an Individual Certificate or Certificates. Following
        a
        proper request for transfer or exchange, the Trustee shall, within five Business
        Days of such request made at the Corporate Trust Office, sign, countersign
        and
        deliver at the Corporate Trust Office, to the transferee (in the case of
        transfer) or holder (in the case of exchange) or send by first class mail
        at the
        risk of the transferee (in the case of transfer) or holder (in the case of
        exchange) to such address as the transferee or holder, as applicable, may
        request, an Individual Certificate or Certificates, as the case may require,
        for
        a like aggregate Fractional Undivided Interest and in such authorized
        denomination or denominations as may be requested. The presentation for transfer
        or exchange of any Individual Certificate shall not be valid unless made
        at the
        Corporate Trust Office by the registered holder in person, or by a duly
        authorized attorney-in-fact.

       

      (i)  At
        the
        option of the Certificateholders, Certificates may be exchanged for other
        Certificates of authorized denominations of a like Class and aggregate
        Fractional Undivided Interest, upon surrender of the Certificates to be
        exchanged at the Corporate Trust Office; provided, however, that no Certificate
        may be exchanged for new Certificates unless the original Fractional Undivided
        Interest represented by each such new Certificate (i) is at least equal to
        the
        minimum authorized denomination or (ii) is acceptable to the Depositor as
        indicated to the Trustee in writing. Whenever any Certificates are so
        surrendered for exchange, the Trustee shall sign, countersign and deliver
        the
        Certificates which the Certificateholder making the exchange is entitled
        to
        receive.

       

      (j)  If
        the
        Trustee so requires, every Certificate presented or surrendered for transfer
        or
        exchange shall be duly endorsed by, or be accompanied by a written instrument
        of
        transfer, with a signature guarantee, in form satisfactory to the Trustee,
        duly
        executed by the holder thereof or his or her attorney duly authorized in
        writing.

       

      (k)  No
        service charge shall be made for any transfer or exchange of Certificates,
        but
        the Trustee may require payment of a sum sufficient to cover any tax or
        governmental charge that may be imposed in connection with any transfer or
        exchange of Certificates.

       

      (l)  The
        Trustee shall cancel all Certificates surrendered for transfer or exchange
        but
        shall retain such Certificates in accordance with its standard retention
        policy
        or for such further time as is required by the record retention requirements
        of
        the Securities Exchange Act of 1934, as amended, and thereafter may destroy
        such
        Certificates.

       

      Section
        5.03  Mutilated,
        Destroyed, Lost or Stolen Certificates.

       

      (a)  If
        (i)
        any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
        evidence to its satisfaction of the destruction, loss or theft of any
        Certificate, and (ii) there is delivered to the Trustee such security or
        indemnity as it may require to save it harmless, and (iii) the Trustee has
        not
        received notice that such Certificate has been acquired by a third Person,
        the
        Trustee shall sign, countersign and deliver, in exchange for or in lieu of
        any
        such mutilated, destroyed, lost or stolen Certificate, a new Certificate
        of like
        tenor and Fractional Undivided Interest but in each case bearing a different
        number. The mutilated, destroyed, lost or stolen Certificate shall thereupon
        be
        canceled of record by the Trustee and shall be of no further effect and evidence
        no rights.

       

      (b)  Upon
        the
        issuance of any new Certificate under this Section 5.03, the Trustee may
        require
        the payment of a sum sufficient to cover any tax or other governmental charge
        that may be imposed in relation thereto and any other expenses (including
        the
        fees and expenses of the Trustee ) connected therewith. Any duplicate
        Certificate issued pursuant to this Section 5.03 shall constitute complete
        and
        indefeasible evidence of ownership in the Trust Fund, as if originally issued,
        whether or not the lost, stolen or destroyed Certificate shall be found at
        any
        time.

       

      Section
        5.04  Persons
        Deemed Owners.

       

      Prior
        to
        due presentation of a Certificate for registration of transfer, the Depositor
        or
        the Trustee and any agent of the Depositor or the Trustee may treat the Person
        in whose name any Certificate is registered as the owner of such Certificate
        for
        the purpose of receiving distributions pursuant to Section 6.01 and for all
        other purposes whatsoever. Neither the Depositor, the Trustee nor any agent
        of
        the Depositor or the Trustee shall be affected by notice to the contrary.
        No
        Certificate shall be deemed duly presented for a transfer effective on any
        Record Date unless the Certificate to be transferred is presented no later
        than
        the close of business on the third Business Day preceding such Record
        Date.

       

      Section
        5.05  Transfer
        Restrictions on Residual Certificates.

       

      (a)  No
        transfer, sale or other disposition of a Residual Certificate (including
        a
        beneficial interest therein) may be made unless, prior to the transfer, sale
        or
        other disposition of a Residual Certificate, (1) the proposed transferee
        (including the initial purchasers thereof) delivers to the Trustee and the
        Depositor an affidavit and agreement in the form attached hereto as Exhibit
        E-1
        stating, among other things, that as of the date of such transfer such
        transferee is a Permitted Transferee and a United States Person and that
        such
        transferee is not acquiring such Residual Certificate for the account of
        any
        Person who is not a Permitted Transferee or a United States Person (a
“Transferee Affidavit”), and (2) the proposed transferor delivers to the Trustee
        and the Depositor an affidavit in the form attached hereto as Exhibit E-2
        to the
        effect that it has no knowledge that the statements made by
        the
        proposed transferee in
        any
        such Transferee Affidavit are false (a “Transferor Affidavit”). The Tax Matters
        Person shall not consent to a transfer of a Residual Certificate if it has
        actual knowledge that any statement made in the Transferee
        Affidavit or Transferor Affidavit issued
        pursuant to the preceding sentence is not true. Notwithstanding any transfer,
        sale or other disposition of a Residual Certificate to any Person who is
        not a
        Permitted Transferee, such transfer, sale or other disposition shall be deemed
        to be of no legal force or effect whatsoever and such Person shall not be
        deemed
        to be a Holder of a Residual Certificate for any purpose hereunder, including,
        but not limited to, the receipt of distributions thereon. If any purported
        transfer shall be in violation of the provisions of this Subsection 5.05(a),
        then the prior Holder thereof shall, upon discovery that the transfer of
        such
        Residual Certificate was not in fact permitted by this Subsection 5.05(a),
        be
        restored to all rights as a Holder thereof retroactive to the date of the
        purported transfer. None of the Trustee or the Depositor shall be under any
        liability to any Person for any registration or transfer of a Residual
        Certificate that is not permitted by this Subsection 5.05(a) or for making
        payments due on such Residual Certificate to the purported Holder thereof
        or
        taking any other action with respect to such purported Holder under the
        provisions of this Agreement so long as the related Transferee Affidavit
        and
        Transferor Affidavit referred to above were received with respect to such
        transfer, and the Trustee and the Depositor, as applicable, had no knowledge
        that they were untrue. The prior Holder shall be entitled to recover from
        any
        purported Holder of a Residual Certificate that was in fact not a permitted
        transferee under this Subsection 5.05(a) at the time it became a Holder all
        payments made on such Residual Certificate. Each Holder of a Residual
        Certificate, by acceptance thereof, shall be deemed for all purposes to have
        consented to the provisions of this Section 5.05 and to any amendment of
        this
        Agreement deemed necessary (whether as a result of new legislation or otherwise)
        by counsel of the Tax Matters Person, the Trustee or the Depositor to ensure
        that the Residual Certificates are not transferred to any Person who is not
        a
        Permitted Transferee or a United States Person and that any transfer of such
        Residual Certificates will not cause the imposition of a tax upon the Trust
        or
        cause any REMIC to fail to qualify as a REMIC.

       

      (b)  The
        Residual Certificates (including a beneficial interest therein) may not be
        purchased by or transferred to any Person who is not a United States
        Person.

       

      (c)  By
        accepting a Residual Certificate, the purchaser thereof agrees to be a Tax
        Matters Person, and appoints the Trustee to act as its agent with respect
        to all
        matters concerning the tax obligations of the Trust.

       

      Section
        5.06  Restrictions
        on Transferability of Certificates.

       

      (a)  No
        offer,
        sale, transfer or other disposition (including pledge) of any Certificate
        shall
        be made by any Holder thereof unless registered under the Securities Act,
        or an
        exemption from the registration requirements of the Securities Act and any
        applicable state securities or “Blue Sky” laws is available and the prospective
        transferee (other than the Depositor) of such Certificate signs and delivers
        to
        the Trustee an Investment Letter, if the transferee is an Institutional
        Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule
        144A
        Certificate, if the transferee is a QIB, in the form set forth as Exhibit
        F-2
        hereto. Notwithstanding the provisions of the immediately preceding sentence,
        no
        restrictions shall apply with respect to the transfer or registration of
        transfer of a beneficial interest in any Certificate that is a Global
        Certificate of a Class to a transferee that takes delivery in the form of
        a
        beneficial interest in the Global Certificate of such Class provided that
        each
        such transferee shall be deemed to have made such representations and warranties
        contained in the Rule 144A Certificate as are sufficient to establish that
        it is
        a QIB. In the case of a proposed transfer of any Certificate to a transferee
        other than a QIB, the Trustee may require an Opinion of Counsel addressed
        to the
        Trustee that such transaction is exempt from the registration requirements
        of
        the Securities Act. The cost of such opinion shall not be an expense of the
        Trustee or the Trust Fund.

       

      (b)  The
        Private Certificates shall each bear a Securities Legend.

       

      Section
        5.07  ERISA
        Restrictions.

       

      (a)  Subject
        to the provisions of subsection (b), no Residual Certificates or Private
        Certificates may be acquired directly or indirectly by, or on behalf of,
        an
        employee benefit plan or other retirement arrangement which is subject to
        Title
        I of ERISA or Section 4975 of the Code, unless the proposed transferee provides
        either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor,
        the Master Servicer and the Trustee (upon which they may rely) which is
        satisfactory to the Trustee, which opinion will not be at the expense of
        the
        Depositor, the Master Servicer or the Trustee, that the purchase of such
        Certificates by or on behalf of such Plan is permissible under applicable
        law,
        will not constitute or result in a nonexempt prohibited transaction under
        ERISA
        or Section 4975 of the Code and will not subject the Depositor, the Master
        Servicer or the Trustee to any obligation in addition to those undertaken
        in the
        Agreement or (ii) in the case of the Private Certificates, a representation
        or
        certification to the Trustee (upon which the Trustee is authorized to rely)
        to
        the effect that the proposed transfer and holding of such a Certificate and
        the
        servicing, management and operation of the Trust: (I) will not result in
        a
        prohibited transaction under Section 406 of ERISA or Section 4975 of the
        Code
        which is not covered under an individual or class prohibited transaction
        exemption including but not limited to Department of Labor Prohibited
        Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset
        Transactions Determined by Independent Qualified Professional Asset Managers);
        PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective
        Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving
        Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption
        for
        Certain Transactions Involving Insurance Company General Accounts), and PTCE
        96-23 (Class Exemption for Plan Asset Transactions Determined by In-House
        Asset
        Managers and (II) will not subject the Depositor, the Trustee, the Master
        Servicer or the Trustee to any obligation in addition to those undertaken
        in the
        Agreement.

       

      (b)  Any
        Person acquiring an interest in a Global Certificate which is a Private
        Certificate, by acquisition of such Certificate, shall be deemed to have
        represented to the Trustee that either: (i) it is not acquiring an interest
        in
        such Certificate directly or indirectly by, or on behalf of, an employee
        benefit
        plan or other retirement arrangement which is subject to Title I of ERISA
        or
        Section 4975 of the Code, or (ii) the transfer and holding of an interest
        in
        such Certificate to that Person and the subsequent servicing, management
        and
        operation of the Trust and its assets: (I) will not result in any prohibited
        transaction which is not covered under an individual or class prohibited
        transaction exemption, including, but not limited to, PTCE 84-14, PTCE 91-38,
        PTCE 90-1, PTCE 95-60 or PTCE 96-23 and (II) will not subject the Depositor,
        the
        Trustee, the Master Servicer or the Trustee to any obligation in addition
        to
        those undertaken in the Agreement.

       

      (c)  Each
        beneficial owner of a Class B-1, Class B-2, Class B-3 or Class B-4 Certificate
        or any interest therein shall be deemed to have represented, by virtue of
        its
        acquisition or holding of that certificate or interest therein, that either
        (i)
        it is not a Plan or investing with “Plan Assets” within the meaning of
        Department of Labor Regulation 29 C.F.R. 2510.3-101, as modified by Section
        3(42) of ERISA, (ii) it has acquired and is holding such certificate in reliance
        on Prohibited Transaction Exemption 90-30, as amended from time to time (the
        “Exemption”), and that it understands that there are certain conditions to the
        availability of the Exemption, including that the certificate must be rated,
        at
        the time of purchase, not lower than “BBB-” (or its equivalent) by S&P or
        Fitch, and the certificate is so rated or (iii) (1) it is an insurance company,
        (2) the source of funds used to acquire or hold the certificate or interest
        therein is an “insurance company general account,” as such term is defined in
        Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (3) the conditions in
        Sections I and III of PTCE 95-60 have been satisfied.

       

      (d)  Neither
        the Master Servicer nor the Trustee will be required to monitor, determine
        or
        inquire as to compliance with the transfer restrictions with respect to the
        Global Certificates. Any attempted or purported transfer of any Certificate
        in
        violation of the provisions of Subsections (a) or (b) above shall be void
        ab
        initio and such Certificate shall be considered to have been held continuously
        by the prior permitted Certificateholder. Any transferor of any Certificate
        in
        violation of such provisions, shall indemnify and hold harmless the Trustee
        and
        the Master Servicer from and against any and all liabilities, claims, costs
        or
        expenses incurred by the Trustee or the Master Servicer as a result of such
        attempted or purported transfer. The Trustee shall not be liable for transfer
        of
        any such Global Certificates in or through book-entry facilities of any
        Depository or between or among Depository Participants or Certificate Owners
        made in violation of the transfer restrictions set forth herein.

       

      Section
        5.08  Rule
        144A
        Information.

       

      For
        so
        long as any Certificates are outstanding and are “restricted securities” within
        the meaning of Rule 144(a)(3) of the Securities Act, (1) the Depositor will
        provide or cause to be provided to any holder of such Certificates and any
        prospective purchaser thereof designated by such a holder, upon the request
        of
        such holder or prospective purchaser, the information required to be provided
        to
        such holder or prospective purchaser by Rule 144A(d)(4) under the Securities
        Act; and (2) the Depositor shall update such information from time to time
        in
        order to prevent such information from becoming false and misleading and
        will
        take such other actions as are necessary to ensure that the safe harbor
        exemption from the registration requirements of the Securities Act under
        Rule
        144A is and will be available for resales of such Certificates conducted
        in
        accordance with Rule 144A.

       

      


       

      ARTICLE
        VI

      PAYMENTS
        TO CERTIFICATEHOLDERS

       

      Section
        6.01  Distributions
        on the Certificates.

       

      (a)  Interest
        and principal (as applicable) on the Certificates (other than the Residual
        Certificates) will be distributed monthly on each Distribution Date, commencing
        in May 2007, in an amount equal to the Available Funds on deposit in the
        Distribution Account for such Distribution Date.  In addition, on the
        Distribution Date occurring in May 2007, the Class R-I Deposit will be
        distributed to the Holders of the Class R-I Certificates, the Class R-II
        Deposit
        will be distributed to the Holders of the Class R-II Certificates and the
        Class
        R-III Deposit will be distributed to the Holders of the Class R-III
        Certificates. On each Distribution Date, the Available Funds on deposit in
        the
        Distribution Account shall be distributed as follows:

       

      (i)  on
        each
        Distribution Date, the
        Group I
        Available Funds
        will be
        distributed to the Group I Senior Certificates as follows:

       

      first,
        to the
        Class I-A-1, Class I-A-2 and Class I-X-1 Certificates, on a pro rata basis,
        the
        Accrued Certificate Interest on such Classes for such Distribution Date.
        As
        described below, accrued interest on the Class I-A-1, Class I-A-2 and Class
        I-X-1 Certificates is subject to reduction in the event of certain Net Interest
        Shortfalls allocable thereto;

       

      second,
        to the
        Class I-A-1, Class I-A-2 and Class I-X-1 Certificates, on a pro rata basis,
        any
        Accrued Certificate Interest thereon remaining undistributed from previous
        Distribution Dates, to the extent of remaining Group I Available Funds;
        and

       

      third,
        to the
        Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis,
        in
        reduction of the Current Principal Amount thereof, the Group I Senior Optimal
        Principal Amount for such Distribution Date to the extent of remaining Group
        I
        Available Funds, until the Current Principal Amounts of such Classes have
        been
        reduced to zero.

       

      (ii)  on
        each
        Distribution Date, the Group II Available Funds will be distributed to the
        Group
        II Senior Certificates as follows:

       

      first,
        to the
        Class II-A-1, Class II-A-2, Class II-X-1 Certificates, on a pro rata basis,
        the
        Accrued Certificate Interest on such Class for such Distribution Date. As
        described below, accrued interest on the Class II-A-1, Class II-A-2, Class
        II-X-1 Certificates is subject to reduction in the event of certain Net Interest
        Shortfalls allocable thereto;

       

      second,
        to the
        Class II-A-1, Class II-A-2, Class II-X-1 Certificates, on a pro rata basis,
        any
        Accrued Certificate Interest thereon remaining undistributed from previous
        Distribution Dates, to the extent of remaining Group II Available Funds;
        and

       

      third,
        to the
        Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis,
        in
        reduction of the Current Principal Amounts thereof, the Group II Senior Optimal
        Principal Amount for such Distribution Date to the extent of remaining Group
        II
        Available Funds, until the Current Principal Amounts of such Classes have
        been
        reduced to zero.

       

      (iii)  on
        each
        Distribution Date, the Group III Available Funds will be distributed to the
        Group III Senior Certificates as follows:

       

      first,
        to the
        Class III-A-1, Class III-A-2 and Class III-X-1 Certificates, on a pro rata
        basis, the Accrued Certificate Interest on such Class for such Distribution
        Date. As described below, accrued interest on the Class III-A-1, Class III-A-2
        and Class III-X-1 Certificates is subject to reduction in the event of certain
        Net Interest Shortfalls allocable thereto;

       

      second,
        to the
        Class III-A-1, Class III-A-2 and Class III-X-1 Certificates, on a pro rata
        basis, any Accrued Certificate Interest thereon remaining undistributed from
        previous Distribution Dates, to the extent of remaining Group III Available
        Funds; and

       

      third,
        to the
        Class III-A-1 Certificates and Class III-A-2 Certificates on a pro rata basis,
        in reduction of the Current Principal Amount thereof, the Group III Senior
        Optimal Principal Amount for such Distribution Date to the extent of remaining
        Group III Available Funds, until the Current Principal Amounts of such Classes
        have been reduced to zero.

       

      (iv)  Except
        as
        provided in clauses (v) and (vi) below, on each Distribution Date on or prior
        to
        the Cross-Over Date, an amount equal to the sum of any remaining Group I,
        Group
        II and Group III Available Funds after the distributions in clauses (i),
        (ii)
        and (iii) above will be distributed sequentially, in the following order,
        to the
        Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class
        B-7
        Certificates, in each case up to an amount equal to and in the following
        order:
        (A) the Accrued Certificate Interest thereon for such Distribution Date,
        (B) any
        Accrued Certificate Interest thereon remaining undistributed from previous
        Distribution Dates and (C) such Class’s Allocable Share for such Distribution
        Date, in each case, to the extent of remaining Group I, Group II and Group
        III
        Available Funds.

       

      (v)  On
        each
        Distribution Date prior to the Cross-Over Date but after the reduction of
        the
        Current Principal Amount of all of the Senior Certificates of a Certificate
        Group to zero, the remaining Class or Classes of Senior Certificates in the
        remaining Certificate Groups will be entitled to receive in reduction of
        their
        Current Principal Amounts, pro rata based upon their Current Principal Amounts
        immediately prior to such Distribution Date, in addition to any Principal
        Prepayments related to such remaining Senior Certificates’ respective Loan Group
        allocated to such Senior Certificates, 100% of the Principal Prepayments
        on any
        Mortgage Loan in the Loan Group relating to the Class or Classes of Senior
        Certificates of the fully repaid Certificate Group; provided, however, that
        if
        (A) the weighted average of the Subordinate Percentages on such Distribution
        Date equals or exceeds two times the initial weighted average of the Subordinate
        Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage
        Loans Delinquent 60 days or more (including for this purpose any such Mortgage
        Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which
        the
        related Mortgaged Property has been acquired by the Trust), averaged over
        the
        last six months, as a percentage of the aggregate Current Principal Amount
        of
        the Subordinate Certificates does not exceed 50%, then the additional allocation
        of Principal Prepayments to the Senior Certificates in accordance with this
        clause (vi) will not be made and 100% of the Principal Prepayments on any
        Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes
        of
        Senior Certificates will be allocated to the Subordinate
        Certificates.

       

      (vi)  If
        on any
        Distribution Date on which the aggregate Current Principal Amount of the
        Group
        I, Group II or Group III Senior Certificates would be greater than the aggregate
        Scheduled Principal Balance of the Mortgage Loans in the related Loan Group
        and
        any Subordinate Certificates are still outstanding, in each case after giving
        effect to distributions to be made on such Distribution Date, (A) 100% of
        amounts otherwise allocable to the Subordinate Certificates in respect of
        principal will be distributed to the Group I, Group II or Group III Senior
        Certificates in reduction of the Current Principal Amounts thereof, until
        the
        aggregate Current Principal Amount of such Class or Classes of Senior
        Certificates is an amount equal to the aggregate Scheduled Principal Balance
        of
        the Mortgage Loans in the related Loan Group, and (B) the Accrued Certificate
        Interest otherwise allocable to the Subordinate Certificates on such
        Distribution Date will be reduced, if necessary, and distributed to such
        Class
        or Classes of Senior Certificates in an amount equal to the Accrued Certificate
        Interest for such Distribution Date on the excess of (x) the aggregate Current
        Principal Amount of such Class or Classes of Senior Certificates over (y)
        the
        aggregate Scheduled Principal Balance of the Mortgage Loans in the related
        Loan
        Group. Any such reduction in the Accrued Certificate Interest on the Subordinate
        Certificates will be allocated in reverse order of the Subordinate Certificates
        numerical designations, commencing with the Class B-6 Certificates.

       

      (b)  If,
        after
        distributions have been made pursuant to priorities first
        and
second
        of
        clauses (a)(i), (ii) and (iii) above on any Distribution Date, the remaining
        Group I, Group II or Group III Available Funds are less than the Group I,
        Group
        II and Group III Senior Optimal Principal Amounts, respectively, the Senior
        Optimal Principal Amount for such Loan Group shall be reduced, and such
        remaining Available Funds will be distributed on the related Senior
        Certificates, on a pro rata basis, on the basis of such reduced
        amount.

       

      (c)  On
        each
        Distribution Date, any Available Funds remaining after payment of interest
        and
        principal to the Classes of Certificates entitled thereto, as described above,
        will be distributed to the Class R-III Certificates; provided that if on
        any
        Distribution Date there are any Group I, Group II and Group III Available
        Funds
        remaining after payment of interest and principal to a Class or Classes of
        Certificates entitled thereto, such amounts will be distributed to the other
        Classes of Senior Certificates, pro rata, based upon their Current Principal
        Amounts, until all amounts due to all Classes of Senior Certificates have
        been
        paid in full, before any amounts are distributed to the Class R-III
        Certificates. 

       

      (d)  For
        any
        Distribution Date, “pro rata” distributions among Classes of Certificates in
        respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest
        will be made in proportion to the amount of Accrued Certificate Interest
        or
        unpaid Accrued Certificate Interest, respectively, due on such Classes for
        such
        Distribution Date. For any Distribution Date, “pro rata” distributions among
        Classes of Certificates in respect of principal will be made in proportion
        to
        the Current Principal Amount of such Classes immediately prior to such
        Distribution Date. 

       

      (e)  No
        Accrued Certificate Interest will be payable with respect to any Class of
        Certificates after the Distribution Date on which the Current Principal Amount
        of such Certificate has been reduced to zero.

       

      (f)  If
        on any
        Distribution Date the Available Funds for the Senior Certificates in any
        Certificate Group is less than the Accrued Certificate Interest on the related
        Senior Certificates for such Distribution Date prior to reduction for Net
        Interest Shortfalls and the interest portion of Realized Losses, the shortfall
        will be allocated among the holders of each Class of Senior Certificates
        in such
        Certificate Group in proportion to the respective amounts of Accrued Certificate
        Interest that would have been allocated thereto in the absence of such Net
        Interest Shortfalls and/or Realized Losses for such Distribution Date. In
        addition, the amount of any interest shortfalls will constitute unpaid Accrued
        Certificate Interest and will be distributable to holders of the Certificates
        of
        the related Classes entitled to such amounts on subsequent Distribution Dates,
        to the extent of the applicable Available Funds after current interest
        distributions as required herein. Any such amounts so carried forward will
        not
        bear interest. Shortfalls in interest payments will not be offset by a reduction
        in the servicing compensation of the Master Servicer or otherwise, except
        to the
        extent of applicable Compensating Interest Payments.

       

      (g)  The
        expenses and fees of the Trust shall be paid by each of the REMICs, to the
        extent that such expenses relate to the assets of each of such respective
        REMICs, and all other expenses and fees of the Trust shall be paid pro rata
        by
        each of the REMICs.

       

      Section
        6.02  Allocation
        of Losses.

       

      (a)  On
        or
        prior to each Determination Date, the Master Servicer shall determine the
        amount
        of any Realized Loss in respect of each Mortgage Loan that occurred during
        the
        immediately preceding calendar month, based on information provided by the
        Servicer.

       

      (b)  With
        respect to any Certificates on any Distribution Date, the principal portion
        of
        each Realized Loss on a Mortgage Loan shall be allocated as
        follows:

       

      first,
        to the
        Class B-7 Certificates until the Current Principal Amount thereof has been
        reduced to zero;

       

      second,
        to the
        Class B-6 Certificates until the Current Principal Amount thereof has been
        reduced to zero;

       

      third,
        to the
        Class B-5 Certificates until the Current Principal Amount thereof has been
        reduced to zero;

       

      fourth,
        to the
        Class B-4 Certificates until the Current Principal Amount thereof has been
        reduced to zero;

       

      fifth,
        to the
        Class B-3 Certificates until the Current Principal Amount thereof has been
        reduced to zero;

       

      sixth,
        to
        the
        Class B-2 Certificates until the Current Principal Amount thereof has been
        reduced to zero; 

       

      seventh,
        to the
        Class B-1 Certificates until the Current Principal Amount thereof has been
        reduced to zero; and

       

      eighth,
        if such
        loss is on (a) a Group I Mortgage Loan, to the Class I-A-1 Certificates and
        Class I-A-2 Certificates until the Current Principal Amount thereof has been
        reduced to zero; provided, however, any such Realized Losses otherwise allocable
        to the Class I-A-1 Certificates will be allocated to the Class I-A-2
        Certificates, until the Current Principal Amount of the Class I-A-2 Certificates
        has been reduced to zero, and then to the Class I-A-1 Certificates; (b) a
        Group
        II Mortgage Loan, to
        the
        Class II-A-1 Certificates and Class II-A-2 Certificates, until
        the
        Current Principal Amount thereof has been reduced to zero; provided, however,
        any such Realized Losses otherwise allocable to the Class II-A-1 Certificates
        will be allocated to the Class II-A-2 Certificates, until the Current Principal
        Amount of the Class II-A-2 Certificates has been reduced to zero, and then
        to
        the Class II-A-1 Certificates; and (c) a Group III Mortgage Loan, to the
        Class
        III-A-1 Certificates and Class III-A-2 Certificates until the Current Principal
        Amount thereof has been reduced to zero; provided, however, any such Realized
        Losses otherwise allocable to the Class III-A-1 Certificates will be allocated
        to the Class III-A-2 Certificates, until the Current Principal Amount of
        the
        Class III-A-2 Certificates has been reduced to zero, and then to the Class
        III-A-1 Certificates.

       

      (c)  Notwithstanding
        the foregoing clause (b), no such allocation of any Realized Loss shall be
        made
        on a Distribution Date to any Class of Certificates to the extent that such
        allocation would result in the reduction of the aggregate Current Principal
        Amount of all the Certificates (other than the Class R Certificates) as of
        such
        Distribution Date, after giving effect to all distributions and prior
        allocations of Realized Losses on the Mortgage Loans on such date, to an
        amount
        less than the aggregate Scheduled Principal Balance of all of the Mortgage
        Loans
        as of the first day of the month of such Distribution Date (such limitation,
        the
“Loss Allocation Limitation”).

       

      (d)  Any
        Realized Losses allocated to a Class of Certificates shall be allocated among
        the Certificates of such Class in proportion to their respective Current
        Principal Amounts. Any allocation of Realized Losses shall be accomplished
        by
        reducing the Current Principal Amount of the related Certificates on the
        related
        Distribution Date.

       

      (e)  Realized
        Losses shall be allocated on the Distribution Date in the month following
        the
        month in which such loss was incurred and, in the case of the principal portion
        thereof, after giving effect to distributions made on such Distribution
        Date.

       

      (f)  On
        each
        Distribution Date, the Trustee shall determine and notify the Trustee of
        the
        Subordinate Certificate Writedown Amount. Any Subordinate Certificate Writedown
        Amount shall effect a corresponding reduction in the Current Principal Amount
        of
        (i) if prior to the Cross-Over Date, the Current Principal Amounts of the
        Subordinate Certificates, in the reverse order of their numerical Class
        designations and (ii) from and after the Cross-Over Date, the Senior
        Certificates, in accordance with priorities set forth in clause (b) above,
        which
        reduction shall occur on such Distribution Date after giving effect to
        distributions made on such Distribution Date.

       

      (g)  Any
        Net
        Interest Shortfall will be allocated among the Classes of Certificates (other
        than the Residual Certificates) in proportion to the respective amounts of
        Accrued Certificate Interest that would have been allocated thereto in the
        absence of such Net Interest Shortfall for such Distribution Date. The interest
        portion of any Realized Losses with respect to the Mortgage Loans occurring
        on
        or prior to the Cross-Over Date will not be allocated among any Certificates,
        but will reduce the amount of Available Funds on the related Distribution
        Date.
        As a result of the subordination of the Subordinate Certificates in right
        of
        distribution, such Realized Losses on the Mortgage Loans will be borne by
        the
        Subordinate Certificates, in inverse order of their numerical Class
        designations. Following the Cross-Over Date, the interest portion of Realized
        Losses on the Mortgage Loans will be allocated to the Senior Certificates
        in the
        manner described in the first sentence of this clause (g).

       

      (h)  In
        addition, in the event that the Master Servicer receives any Subsequent
        Recoveries from the Servicer, the Master Servicer shall deposit such funds
        into
        the Master Servicer Collection Account pursuant to Section 4.03. If, after
        taking into account such Subsequent Recoveries, the amount of a Realized
        Loss is
        reduced, the amount of such Subsequent Recoveries will be applied to increase
        the Current Principal Amount of the Class of Subordinate Certificates with
        the
        highest payment priority to which Realized Losses have been allocated, but
        not
        by more than the amount of Realized Losses previously allocated to that Class
        of
        Subordinate Certificates pursuant to this Section 6.02. The amount of any
        remaining Subsequent Recoveries will be applied to sequentially increase
        the
        Current Principal Amount of the Subordinate Certificates, beginning with
        the
        Class of Subordinate Certificates with the next highest payment priority,
        up to
        the amount of such Realized Losses previously allocated to such Class of
        Certificates pursuant to this Section 6.02. Holders of such Certificates
        will
        not be entitled to any payment in respect of current interest on the amount
        of
        such increases for any Interest Accrual Period preceding the Distribution
        Date
        on which such increase occurs. Any such increases shall be applied to the
        Current Principal Amount of each Subordinate Certificate of such Class in
        accordance with its respective Fractional Undivided Interest.

       

      Section
        6.03  Payments.

       

      (a)  On
        each
        Distribution Date, other than the final Distribution Date, the Trustee shall
        distribute to each Certificateholder of record as of the immediately preceding
        Record Date the Certificateholder’s pro rata share of its Class (based on the
        aggregate Fractional Undivided Interest represented by such Holder’s
        Certificates) of all amounts required to be distributed on such Distribution
        Date to such Class, based on information provided to the Trustee. The Trustee
        shall calculate the amount to be distributed to each Class and, based on
        such
        amounts, the Trustee shall determine the amount to be distributed to each
        Certificateholder. All of the Trustee’s calculations of payments shall be based
        solely on information provided to the Trustee by the Master Servicer. The
        Trustee shall not be required to confirm, verify or recompute any such
        information but shall be entitled to rely conclusively on such
        information.

       

      (b)  Payment
        of the above amounts to each Certificateholder shall be made (i) by check
        mailed
        to each Certificateholder entitled thereto at the address appearing in the
        Certificate Register or (ii) upon receipt by the Trustee on or before the
        fifth
        Business Day preceding the Record Date of written instructions from a
        Certificateholder by wire transfer to a United States dollar account maintained
        by the payee at any United States depository institution with appropriate
        facilities for receiving such a wire transfer; provided, however, that the
        final
        payment in respect of each Class of Certificates will be made only upon
        presentation and surrender of such respective Certificates at the office
        or
        agency of the Trustee specified in the notice to Certificateholders of such
        final payment.

       

      Section
        6.04  Statements
        to Certificateholders.

       

      (a)  Concurrently
        with each distribution to Certificateholders, the Trustee shall make available
        to the parties hereto and each Certificateholder via the Trustee’s internet
        website as set forth below, the following information, expressed with respect
        to
        clauses (i) through (vii) in the aggregate and as a Fractional Undivided
        Interest representing an initial Current Principal Amount of $1,000, or in
        the
        case of the Residual Certificates, an initial Current Principal Amount of
        $50:

       

      (i)  the
        Current Principal Amount of each Class of Certificates immediately prior
        to such
        Distribution Date;

       

      (ii)  the
        amount of the distribution allocable to principal on each applicable Class
        of
        Certificates;

       

      (iii)  the
        aggregate amount of interest accrued at the related Pass-Through Rate with
        respect to each Class during the related Interest Accrual Period;

       

      (iv)  the
        Net
        Interest Shortfall and any other adjustments to interest at the related
        Pass-Through Rate necessary to account for any difference between interest
        accrued and aggregate interest distributed with respect to each Class of
        Certificates;

       

      (v)  the
        amount of the distribution allocable to interest on each Class of
        Certificates;

       

      (vi)  the
        Pass-Through Rates for each Class of Certificates with respect to such
        Distribution Date;

       

      (vii)  the
        Current Principal Amount of each Class of Certificates after such Distribution
        Date;

       

      (viii)  the
        amount of any Monthly Advances, Compensating Interest Payments and outstanding
        unreimbursed advances by the Master Servicer or the Servicer included in
        such
        distribution separately stated for each Loan Group;

       

      (ix)  the
        aggregate amount of any Realized Losses (listed separately for each category
        of
        Realized Loss and for each Loan Group) during the related calendar month
        and
        cumulatively since the Cut-off Date and the amount and source (separately
        identified) of any distribution in respect thereof included in such
        distribution;

       

      (x)  with
        respect to each Mortgage Loan which incurred a Realized Loss during the related
        Prepayment Period, (i) the loan number, (ii) the Scheduled Principal Balance
        of
        such Mortgage Loan as of the Cut-off Date, (ii) the Scheduled Principal Balance
        of such Mortgage Loan as of the beginning of the related Due Period, (iii)
        the
        Net Liquidation Proceeds with respect to such Mortgage Loan and (iv) the
        amount
        of the Realized Loss with respect to such Mortgage Loan;

       

      (xi)  with
        respect to each Loan Group, the amount of Scheduled Principal and Principal
        Prepayments, (including but separately identifying the principal amount of
        Principal Prepayments, Insurance Proceeds, the purchase price in connection
        with
        the purchase of Mortgage Loans, cash deposits in connection with substitutions
        of Mortgage Loans and Net Liquidation Proceeds) and the number and principal
        balance of Mortgage Loans purchased or substituted for during the relevant
        period and cumulatively since the Cut-off Date;

       

      (xii)  the
        number of Mortgage Loans (excluding REO Property) in each Loan Group remaining
        in the Trust Fund as of the end of the related Prepayment Period;

       

      (xiii)  information
        for each Loan Group and in the aggregate regarding any Mortgage Loan
        delinquencies as of the end of the related calendar month, including the
        aggregate number and aggregate Outstanding Principal Balance of Mortgage
        Loans
        using the MBA method of calculation (a) Delinquent 30 to 59 days on a
        contractual basis, (b) Delinquent 60 to 89 days on a contractual basis, and
        (c)
        Delinquent 90 or more days on a contractual basis, in each case as of the
        close
        of business on the last Business Day of the immediately preceding
        month;

       

      (xiv)  for
        each
        Loan Group, the number of Mortgage Loans in the foreclosure process as of
        the
        end of the related Due Period and the aggregate Outstanding Principal Balance
        of
        such Mortgage Loans;

       

      (xv)  for
        each
        Loan Group, the number and aggregate Outstanding Principal Balance of all
        Mortgage Loans as to which the Mortgaged Property was REO Property as of
        the end
        of the related Due Period;

       

      (xvi)  the
        book
        value (the sum of (A) the Outstanding Principal Balance of the Mortgage Loan,
        (B) accrued interest through the date of foreclosure and (C) foreclosure
        expenses) of any REO Property in each Loan Group; provided that, in the event
        that such information is not available to the Trustee on the Distribution
        Date,
        such information shall be furnished promptly after it becomes
        available;

       

      (xvii)  the
        amount of Realized Losses allocated to each Class of Certificates since the
        prior Distribution Date and in the aggregate for all prior Distribution Dates;
        and

       

      (xviii)  the
        Average Loss Severity Percentage for each Loan Group; and

       

      (xix)  the
        then
        applicable Group I, Group II and Group III Senior Percentage, Group I, Group
        II
        and Group III Senior Prepayment Percentage, Group I, Group II and Group III
        Subordinate Percentage and Group I, Group II and Group III Subordinate
        Prepayment Percentage.

       

      The
        information set forth above shall be calculated or reported, as the case
        may be,
        by the Trustee, based solely on, and to the extent of, information provided
        to
        the Trustee by the Master Servicer. The Trustee may conclusively rely on
        such
        information and shall not be required to confirm, verify or recalculate any
        such
        information.

       

      The
        Trustee may make available each month, to any interested party, the monthly
        statement to Certificateholders via the Trustee’s website initially located at
“www.ctslink.com.” Assistance in using the website can be obtained by calling
        the Trustee’s customer service desk at (866) 846-4526. Parties that are unable
        to use the above distribution option are entitled to have a paper copy mailed
        to
        them via first class mail by calling the Trustee’s customer service desk and
        indicating such. The Trustee shall have the right to change the way such
        reports
        are distributed in order to make such distribution more convenient and/or
        more
        accessible to the parties, and the Trustee shall provide timely and adequate
        notification to all parties regarding any such change.

       

      (b)  By
        April
        30 of each year beginning in 2008, the Trustee will furnish such report to
        each
        Holder of the Certificates of record at any time during the prior calendar
        year
        as to the aggregate of amounts reported pursuant to subclauses (a)(ii) and
        (a)(v) above with respect to the Certificates, plus information, upon request,
        with respect to the amount of servicing compensation and such other customary
        information as the Trustee may determine to be necessary and/or to be required
        by the Internal Revenue Service or by a federal or state law or rules or
        regulations to enable such Holders to prepare their tax returns for such
        calendar year. Such obligations shall be deemed to have been satisfied to
        the
        extent that substantially comparable information shall be provided by the
        Trustee or the Trustee pursuant to the requirements of the Code.

       

      Section
        6.05  Monthly
        Advances.

       

      The
        Master Servicer shall cause the Servicer to remit any Advance required pursuant
        to the terms of the Servicing Agreement. The related Servicer shall be obligated
        to make any such Advance only to the extent that such advance would not be
        a
        Nonrecoverable Advance. If the Servicer shall have determined that it has
        made a
        Nonrecoverable Advance or that a proposed Advance or a lesser portion of
        such
        Advance would constitute a Nonrecoverable Advance, the Servicer shall deliver
        (i) to the Master Servicer for the benefit of the Certificateholders funds
        constituting the remaining portion of such Advance, if applicable, and (ii)
        to
        the Depositor, the Master Servicer, each Rating Agency and the Trustee an
        Officer’s Certificate setting forth the basis for such determination.
Subject
        to the Master Servicer’s recoverability determination, in the event that the
        Servicer fails to make a required Advance, the Master Servicer, as successor
        servicer, shall be required to remit the amount of such Advance to the Master
        Servicer Collection Account in accordance with Section 4.03. If
        the
        Master Servicer was required to make an Advance but failed to do so, the
        Trustee, upon receiving notice or becoming aware of such failure, and pursuant
        to the applicable terms of this Agreement, shall appoint a successor master
        servicer who will make such Advance, or the Trustee as successor master servicer
        shall be
        required to remit the amount of such Advance to the Distribution Account,
        unless
        the Trustee in its capacity as successor master servicer shall have determined
        that such Advance is a Nonrecoverable Advance. 

       

      


      Section
        6.06  Compensating
        Interest Payments.

       

      The
        Master Servicer shall cause the Servicer under the Servicing Agreement to
        remit
        any required Compensating Interest Payments to the Distribution Account on
        the
        Remittance Date. 

       

       

      ARTICLE
        VII

      THE
        MASTER SERVICER

       

      Section
        7.01  Liabilities
        of the Master Servicer.

       

      The
        Master Servicer shall be liable in accordance herewith only to the extent
        of the
        obligations specifically imposed upon and undertaken by it herein.

       

      Section
        7.02  Merger
        or
        Consolidation of the Master Servicer.

       

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

       

      (b)  Any
        Person into which the Master Servicer may be merged or consolidated, or any
        corporation resulting from any merger or consolidation to which the Master
        Servicer shall be a party, or any Person succeeding to the business of the
        Master Servicer, shall be the successor of the Master Servicer hereunder,
        without the execution or filing of any paper or further act on the part of
        any
        of the parties hereto, anything herein to the contrary
        notwithstanding.

       

      Section
        7.03  Indemnification
        of the Master Servicer.

       

      (a)  The
        Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
        them harmless against, any loss, liability or expense (including reasonable
        legal fees and disbursements of counsel) incurred on their part that may
        be
        sustained in connection with, arising out of, or relating to, any claim or
        legal
        action (including any pending or threatened claim or legal action) relating
        to
        this Agreement, the Servicing Agreement, the Assignment Agreements or the
        Certificates or the powers of attorney delivered by the Trustee hereunder
        (i)
        related to the Master Servicer’s failure to perform its duties in compliance
        with this Agreement (except as any such loss, liability or expense shall
        be
        otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason
        of
        the Master Servicer’s willful misfeasance, bad faith or gross negligence in the
        performance of its duties hereunder or by reason of reckless disregard of
        its
        obligations and duties hereunder, provided, in each case, that with respect
        to
        any such claim or legal action (or pending or threatened claim or legal action),
        the Trustee shall have given the Master Servicer and the Depositor written
        notice thereof promptly after a Responsible Officer of the Trustee shall
        have
        with respect to such claim or legal action actual knowledge thereof. The
        Master
        Servicer’s failure to receive any such notice shall not affect the Trustee’s
        right to indemnification hereunder, except to the extent the Master Servicer
        is
        materially prejudiced  by such failure to give notice. This indemnity
        shall survive the resignation or removal of the Trustee, Master Servicer
        or the
        Trustee and the termination of this Agreement.

       

      (b)  The
        Depositor will indemnify any Indemnified Person for any loss, liability or
        expense of any Indemnified Person not otherwise covered by the Master Servicer’s
        indemnification pursuant to Subsection (a) above.

       

      Section
        7.04  Limitations
        on Liability of the Master Servicer and Others.

       

      Subject
        to the obligation of the Master Servicer to indemnify the Indemnified Persons
        pursuant to Section 7.03:

       

      (a)  Neither
        the Master Servicer nor any of the directors, officers, employees or agents
        of
        the Master Servicer shall be under any liability to the Indemnified Persons,
        the
        Depositor, the Trust Fund or the Certificateholders for taking any action
        or for
        refraining from taking any action in good faith pursuant to this Agreement,
        or
        for errors in judgment; provided, however, that this provision shall not
        protect
        the Master Servicer or any such Person against any breach of warranties or
        representations made herein or any liability which would otherwise be imposed
        by
        reason of such Person’s willful misfeasance, bad faith or gross negligence in
        the performance of duties or by reason of reckless disregard of obligations
        and
        duties hereunder.

       

      (b)  The
        Master Servicer and any director, officer, employee or agent of the Master
        Servicer may rely in good faith on any document of any kind prima facie properly
        executed and submitted by any Person respecting any matters arising
        hereunder.

       

      (c)  The
        Master Servicer, the Custodian and any director, officer, employee or agent
        of
        the Master Servicer or the Custodian, shall be indemnified by the Trust and
        held
        harmless thereby against any loss, liability or expense (including reasonable
        legal fees and disbursements of counsel) incurred on their part that may
        be
        sustained in connection with, arising out of, or related to, any claim or
        legal
        action (including any pending or threatened claim or legal action) relating
        to
        this Agreement, the Certificates or the Servicing Agreement (except to the
        extent that the Master Servicer or the Trustee, as the case may be, is
        indemnified by the Servicer thereunder), other than (i) any such loss, liability
        or expense related to the Master Servicer's failure to perform its duties
        in
        compliance with this Agreement (except as any such loss, liability or expense
        shall be otherwise reimbursable pursuant to this Agreement), or to the
        Custodian's failure to perform its duties under the Custodial Agreement,
        respectively, or (ii) any such loss, liability or expense incurred by reason
        of
        the Master Servicer's or the Custodian's willful misfeasance, bad faith or
        gross
        negligence in the performance of duties hereunder or under the Custodial
        Agreement, as applicable, or by reason of reckless disregard of obligations
        and
        duties hereunder or under the Custodial Agreement, as applicable.

       

      (d)  The
        Master Servicer shall not be under any obligation to appear in, prosecute
        or
        defend any legal action that is not incidental to its duties under this
        Agreement and that in its opinion may involve it in any expense or liability;
        provided, however, the Master Servicer may in its discretion, with the consent
        of the Trustee (which consent shall not be unreasonably withheld), undertake
        any
        such action which it may deem necessary or desirable with respect to this
        Agreement and the rights and duties of the parties hereto and the interests
        of
        the Certificateholders hereunder. In such event, the legal expenses and costs
        of
        such action and any liability resulting therefrom shall be expenses, costs
        and
        liabilities of the Trust Fund, and the Master Servicer shall be entitled
        to be
        reimbursed therefor out of the Distribution Account as provided by Section
        4.05.
        Nothing in this Subsection 7.04(d) shall affect the Master Servicer’s obligation
        to supervise, or to take such actions as are necessary to ensure, the servicing
        and administration of the Mortgage Loans pursuant to Subsection
        3.01(a).

       

      (e)  In
        taking
        or recommending any course of action pursuant to this Agreement, unless
        specifically required to do so pursuant to this Agreement, the Master Servicer
        shall not be required to investigate or make recommendations concerning
        potential liabilities which the Trust might incur as a result of such course
        of
        action by reason of the condition of the Mortgaged Properties but shall give
        notice to the Trustee if it has notice of such potential
        liabilities.

       

      (f)  The
        Master Servicer shall not be liable for any acts or omissions of the Servicer,
        except as otherwise expressly provided herein.

       

      Section
        7.05  Master
        Servicer Not to Resign.

       

      Except
        as
        provided in Section 7.07, the Master Servicer shall not resign from the
        obligations and duties hereby imposed on it except upon a determination that
        any
        such duties hereunder are no longer permissible under applicable law and
        such
        impermissibility cannot be cured. Any such determination permitting the
        resignation of the Master Servicer shall be evidenced by an Opinion of
        Independent Counsel addressed to the Trustee to such effect delivered to
        the
        Trustee. No such resignation by the Master Servicer shall become effective
        until
        EMC or the Trustee or a successor to the Master Servicer reasonably satisfactory
        to the Trustee shall have assumed the responsibilities and obligations of
        the
        Master Servicer in accordance with Section 8.02 hereof. The Trustee shall
        notify
        the Rating Agencies of the resignation of the Master Servicer.

       

      Section
        7.06  Successor
        Master Servicer.

       

      In
        connection with the appointment of any successor master servicer or the
        assumption of the duties of the Master Servicer, EMC or the Trustee may make
        arrangements for the compensation of such successor master servicer out of
        payments on the Mortgage Loans as EMC or the Trustee and such successor master
        servicer shall agree. If the successor master servicer does not agree that
        such
        market value is a fair price, such successor master servicer shall obtain
        two
        quotations of market value from third parties actively engaged in the servicing
        of single-family mortgage loans. Notwithstanding the foregoing, the compensation
        payable to a successor master servicer may not exceed the compensation which
        the
        Master Servicer would have been entitled to retain if the Master Servicer
        had
        continued to act as Master Servicer hereunder.

       

      Section
        7.07  Sale
        and
        Assignment of Master Servicing.

       

      The
        Master Servicer may sell and assign its rights and delegate its duties and
        obligations in its entirety as Master Servicer under this Agreement; provided,
        however, that: (i) the purchaser or transferee accepting such assignment
        and
        delegation (a) shall be a Person which shall be qualified to service mortgage
        loans for Fannie Mae or Freddie Mac; (b) shall have a net worth of not less
        than
        $15,000,000 (unless otherwise approved by each Rating Agency pursuant to
        clause
        (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced
        in a writing signed by the Trustee); and (d) shall execute and deliver to
        the
        Trustee an agreement, in form and substance reasonably satisfactory to the
        Trustee, which contains an assumption by such Person of the due and punctual
        performance and observance of each covenant and condition to be performed
        or
        observed by it as master servicer under this Agreement, any custodial agreement
        from and after the effective date of such agreement; (ii) each Rating Agency
        shall be given prior written notice of the identity of the proposed successor
        to
        the Master Servicer and each Rating Agency’s rating of the Certificates in
        effect immediately prior to such assignment, sale and delegation will not
        be
        downgraded, qualified or withdrawn as a result of such assignment, sale and
        delegation, as evidenced by a letter to such effect delivered to the Master
        Servicer and the Trustee; and (iii) the Master Servicer assigning and selling
        the master servicing shall deliver to the Trustee an Officer’s Certificate and
        an Opinion of Independent Counsel addressed to the Trustee, each stating
        that
        all conditions precedent to such action under this Agreement have been completed
        and such action is permitted by and complies with the terms of this Agreement.
        No such assignment or delegation shall affect any liability of the Master
        Servicer arising prior to the effective date thereof.

       

       

      ARTICLE
        VIII

      DEFAULT

       

      Section
        8.01  Events
        of
        Default.

       

      “Event
        of
        Default,” wherever used herein, means any one of the following events (whatever
        the reason for such Event of Default and whether it shall be voluntary or
        involuntary or be effected by operation of law or pursuant to any judgment,
        decree or order of any court or any order, rule or regulation of any
        administrative or governmental body) and only with respect to the defaulting
        Master Servicer:

       

      (i) any
        failure by the Master Servicer to remit to the Trustee any amounts received
        or
        collected by the Master Servicer in respect of the Mortgage Loans and required
        to be remitted by it (other than any Monthly Advance) pursuant to this
        Agreement, which failure shall continue unremedied for one Business Day after
        the date on which written notice of such failure shall have been given to
        the
        Master Servicer by the Trustee or the Depositor, or to the Trustee and the
        Master Servicer by the Holders of Certificates evidencing not less than 25%
        of
        the Voting Rights evidenced by the Certificates; or

       

      (ii) The
        Master Servicer fails to observe or perform in any material respect any other
        material covenants and agreements set forth in this Agreement to be performed
        by
        it, which covenants and agreements materially affect the rights of
        Certificateholders, and such failure continues unremedied for a period of
        60
        days after the date on which written notice of such failure, properly requiring
        the same to be remedied, shall have been given to the Master Servicer by
        the
        Trustee or to the Master Servicer and the Trustee by the Holders of Certificates
        evidencing Fractional Undivided Interests aggregating not less than 25% of
        the
        Trust Fund; or

       

      (iii) There
        is
        entered against the Master Servicer a decree or order by a court or agency
        or
        supervisory authority having jurisdiction in the premises for the appointment
        of
        a conservator, receiver or liquidator in any insolvency, readjustment of
        debt,
        marshaling of assets and liabilities or similar proceedings, or for the winding
        up or liquidation of its affairs, and the continuance of any such decree
        or
        order is unstayed and in effect for a period of 60 consecutive days, or an
        involuntary case is commenced against the Master Servicer under any applicable
        insolvency or reorganization statute and the petition is not dismissed within
        60
        days after the commencement of the case; or

       

      (iv) The
        Master Servicer consents to the appointment of a conservator or receiver
        or
        liquidator in any insolvency, readjustment of debt, marshaling of assets
        and
        liabilities or similar proceedings of or relating to the Master Servicer
        or
        substantially all of its property; or the Master Servicer admits in writing
        its
        inability to pay its debts generally as they become due, files a petition
        to
        take advantage of any applicable insolvency or reorganization statute, makes
        an
        assignment for the benefit of its creditors, or voluntarily suspends payment
        of
        its obligations;

       

      (v) The
        Master Servicer assigns or delegates its duties or rights under this Agreement
        in contravention of the provisions permitting such assignment or delegation
        under Sections 7.05 or 7.07; or

       

      (vi) The
        Master Servicer fails to deposit, or cause to be deposited, in the Distribution
        Account any Monthly Advance required to be made by the Master Servicer (other
        than a Nonrecoverable Advance) by the close of business on the Business Day
        prior to the related Distribution Date.

       

      In
        each
        and every such case, so long as such Event of Default with respect to the
        Master
        Servicer shall not have been remedied, either the Trustee or the Holders
        of
        Certificates evidencing Fractional Undivided Interests aggregating not less
        than
        51% of the principal of the Trust Fund, by notice in writing to the Master
        Servicer (and to the Trustee if given by such Certificateholders), with a
        copy
        to the Rating Agencies, and with the consent of EMC, may terminate all of
        the
        rights and obligations (but not the liabilities) of the Master Servicer under
        this Agreement and in and to the Mortgage Loans and/or the REO Property serviced
        by the Master Servicer and the proceeds thereof. Upon the receipt by the
        Master
        Servicer of the written notice, all authority and power of the Master Servicer
        under this Agreement, whether with respect to the Certificates, the Mortgage
        Loans, REO Property or under any other related agreements (but only to the
        extent that such other agreements relate to the Mortgage Loans or related
        REO
        Property) shall, subject to Section 8.02, automatically and without further
        action pass to and be vested in the Trustee in its capacity as successor
        master
        servicer pursuant to this Section 8.01; and, without limitation, the Trustee
        is
        hereby authorized and empowered to execute and deliver, on behalf of the
        Master
        Servicer as attorney-in-fact or otherwise, any and all documents and other
        instruments and to do or accomplish all other acts or things necessary or
        appropriate to effect the purposes of such notice of termination, whether
        to
        complete the transfer and endorsement or assignment of the Mortgage Loans
        and
        related documents, or otherwise. The Master Servicer agrees to cooperate
        with
        the Trustee in its capacity as successor master servicer (or such other
        successor master servicer as may be appointed hereunder) in effecting the
        termination of the Master Servicer’s rights and obligations hereunder,
        including, without limitation, the transfer to the Trustee in its capacity
        as
        successor master servicer (or such other successor master servicer as may
        be
        appointed hereunder) of (i) the property and amounts which are then or should
        be
        part of the Trust or which thereafter become part of the Trust; and (ii)
        originals or copies of all documents of the Master Servicer reasonably requested
        by the Trustee in its capacity as successor master servicer (or such other
        successor master servicer as may be appointed hereunder) to enable it to
        assume
        the Master Servicer’s duties thereunder. In addition to any other amounts which
        are then, or, notwithstanding the termination of its activities under this
        Agreement, may become payable to the Master Servicer under this Agreement,
        the
        Master Servicer shall be entitled to receive, out of any amount received
        on
        account of a Mortgage Loan or related REO Property, that portion of such
        payments which it would have received as reimbursement under this Agreement
        if
        notice of termination had not been given. The termination of the rights and
        obligations of the Master Servicer shall not affect any obligations incurred
        by
        the Master Servicer prior to such termination. The Trustee shall promptly
        notify
        the Trustee in writing of the occurrence of an Event of Default under clauses
        (i) or (vi) above.

       

      Notwithstanding
        the foregoing, if an Event of Default described in clause (vi) of this Section
        8.01 shall occur and the Trustee fails to make such Advance described in
        clause
        (vi) of Section 8.01, the Trustee upon receiving notice or becoming aware
        of
        such failure, and pursuant to the applicable terms of this Agreement, shall,
        by
        notice in writing to the Master Servicer, which may be delivered by telecopy,
        immediately terminate all of the rights and obligations of the Master Servicer
        thereafter arising under this Agreement, but without prejudice to any rights
        it
        may have as a Certificateholder or to reimbursement of Monthly Advances and
        other advances of its own funds, and the Trustee in its capacity as successor
        master servicer (or such other successor master servicer as may be appointed
        hereunder) shall act as provided in Section 8.02 to carry out the duties
        of the
        Master Servicer, including the obligation to make any Monthly Advance the
        nonpayment of which was an Event of Default described in clause (vi) of this
        Section 8.01. Any such action taken by the Trustee in its capacity as successor
        master servicer (or such other successor master servicer as may be appointed
        hereunder) must be prior to the distribution on the relevant Distribution
        Date.

       

      Section
        8.02  Trustee
        to Act; Appointment of Successor.

       

      (a)  Upon
        the
        receipt by the Master Servicer of a notice of termination pursuant to Section
        8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the
        effect
        that the Master Servicer is legally unable to act or to delegate its duties
        to a
        Person which is legally able to act, the Trustee shall automatically become
        the
        successor in all respects to the Master Servicer in its capacity under this
        Agreement and the transactions set forth or provided for herein and shall
        thereafter have all of the rights and powers of, and be subject to all the
        responsibilities, duties, liabilities and limitations on liabilities relating
        thereto placed on the Master Servicer by the terms and provisions hereof;
        provided, however, that the Trustee in its capacity as successor master servicer
        shall have no obligation whatsoever with respect to any liability (other
        than
        advances deemed recoverable and not previously made) incurred by the Master
        Servicer at or prior to the time of termination. As compensation therefor,
        but
        subject to Section 7.06, the Trustee in its capacity as successor master
        servicer shall be entitled to compensation which the Master Servicer would
        have
        been entitled to retain if the Master Servicer had continued to act hereunder,
        except for those amounts due the Master Servicer as reimbursement permitted
        under this Agreement for advances previously made or expenses previously
        incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling
        so to act, or shall, if it is legally unable so to act, appoint or petition
        a
        court of competent jurisdiction to appoint, any established housing and home
        finance institution which is a Fannie Mae- or Freddie Mac-approved servicer,
        and
        with respect to a successor to the Master Servicer only, having a net worth
        of
        not less than $15,000,000, as the successor to the Master Servicer hereunder
        in
        the assumption of all or any part of the responsibilities, duties or liabilities
        of the Master Servicer hereunder; provided, that the Trustee shall obtain
        a
        letter from each Rating Agency that the ratings, if any, on each of the
        Certificates will not be lowered as a result of the selection of the successor
        to the Master Servicer. Pending appointment of a successor to the Master
        Servicer hereunder, the Trustee in its capacity as successor master servicer
        shall act in such capacity as hereinabove provided. In connection with such
        appointment and assumption, the Trustee may make such arrangements for the
        compensation of such successor out of payments on the Mortgage Loans as it
        and
        such successor shall agree; provided, however, that the provisions of Section
        7.06 shall apply, the compensation shall not be in excess of that which the
        Master Servicer would have been entitled to if the Master Servicer had continued
        to act hereunder, and that such successor shall undertake and assume the
        obligations of the Trustee to pay compensation to any third Person acting
        as an
        agent or independent contractor in the performance of master servicing
        responsibilities hereunder. The Trustee and such successor shall take such
        action, consistent with this Agreement, as shall be necessary to effectuate
        any
        such succession.

       

      (b)  If
        the
        Trustee shall succeed to any duties of the Master Servicer respecting the
        Mortgage Loans as provided herein, it shall do so in a separate capacity
        and not
        in its capacity as Trustee and, accordingly, the provisions of Article IX
        shall
        be inapplicable to the Trustee in its duties as the successor to the Master
        Servicer in the servicing of the Mortgage Loans (although such provisions
        shall
        continue to apply to the Trustee in its capacity as Trustee); the provisions
        of
        Article VII, however, shall apply to it in its capacity as successor master
        servicer.

       

      Section
        8.03  Notification
        to Certificateholders.

       

      Upon
        any
        termination or appointment of a successor to the Master Servicer, the Trustee
        shall give prompt written notice thereof to Certificateholders at their
        respective addresses appearing in the Certificate Register and to the Rating
        Agencies.

       

      Section
        8.04  Waiver
        of
        Defaults.

       

      The
        Trustee shall transmit by mail to all Certificateholders, within 60 days
        after
        the occurrence of any Event of Default actually known to a Responsible Officer
        of the Trustee, unless such Event of Default shall have been cured, notice
        of
        each such Event of Default. The Holders of Certificates evidencing Fractional
        Undivided Interests aggregating not less than 51% of the Trust Fund may,
        on
        behalf of all Certificateholders, waive any default by the Master Servicer
        in
        the performance of its obligations hereunder and the consequences thereof,
        except a default in the making of or the causing to be made any required
        distribution on the Certificates, which default may only be waived by Holders
        of
        Certificates evidencing Fractional Undivided Interests aggregating 100% of
        the
        Trust Fund. Upon any such waiver of a past default, such default shall be
        deemed
        to cease to exist, and any Event of Default arising therefrom shall be deemed
        to
        have been timely remedied for every purpose of this Agreement. No such waiver
        shall extend to any subsequent or other default or impair any right consequent
        thereon except to the extent expressly so waived. The Trustee shall give
        notice
        of any such waiver to the Rating Agencies.

       

      Section
        8.05  List
        of
        Certificateholders.

       

      Upon
        written request of three or more Certificateholders of record, for purposes
        of
        communicating with other Certificateholders with respect to their rights
        under
        this Agreement, the Trustee will afford such Certificateholders access during
        business hours to the most recent list of Certificateholders held by the
        Trustee.

       

       

      ARTICLE
        IX

      CONCERNING
        THE TRUSTEE

       

      Section
        9.01  Duties
        of
        Trustee.

       

      (a)  The
        Trustee, prior to the occurrence of an Event of Default and after the curing
        or
        waiver of all Events of Default which may have occurred, and the Trustee
        each
        undertake to perform such duties and only such duties as are specifically
        set
        forth in this Agreement as duties of the Trustee, respectively. If an Event
        of
        Default has occurred and has not been cured or waived, the Trustee shall
        exercise such of the rights and powers vested in it by this Agreement, and
        subject to Section 8.02(b) use the same degree of care and skill in their
        exercise, as a prudent person would exercise under the circumstances in the
        conduct of his own affairs.

       

      (b)  Upon
        receipt of all resolutions, certificates, statements, opinions, reports,
        documents, orders or other instruments which are specifically required to
        be
        furnished to the Trustee pursuant to any provision of this Agreement, the
        Trustee, respectively, shall examine them to determine whether they are in
        the
        form required by this Agreement; provided, however, that the Trustee shall
        not
        be responsible for the accuracy or content of any resolution, certificate,
        statement, opinion, report, document, order or other instrument furnished
        hereunder; provided, further, the Trustee shall not be responsible for the
        accuracy or verification of any calculation provided to it pursuant to this
        Agreement.

       

      (c)  On
        each
        Distribution Date, the Trustee shall make monthly distributions and the final
        distribution to the Certificateholders from funds in the Distribution Account
        as
        provided in Sections 6.01 and 10.01 herein based solely on the report of
        the
        Trustee.

       

      (d)  No
        provision of this Agreement shall be construed to relieve the Trustee from
        liability for its own negligent action, its own negligent failure to act
        or its
        own willful misconduct; provided, however, that:

       

      (i)  Prior
        to
        the occurrence of an Event of Default, and after the curing or waiver of
        all
        such Events of Default which may have occurred, the duties and obligations
        of
        the Trustee shall be determined solely by the express provisions of this
        Agreement, the Trustee shall not be liable except for the performance of
        its
        duties and obligations as are specifically set forth in this Agreement, no
        implied covenants or obligations shall be read into this Agreement against
        the
        Trustee and, in the absence of bad faith on the part of the Trustee, the
        Trustee
        may conclusively rely, as to the truth of the statements and the correctness
        of
        the opinions expressed therein, upon any certificates or opinions furnished
        to
        the Trustee and conforming to the requirements of this Agreement;

       

      (ii)  The
        Trustee shall not be liable in its individual capacity for an error of judgment
        made in good faith by a Responsible Officer or Responsible Officers of the
        Trustee unless it shall be proved that the Trustee was negligent in ascertaining
        the pertinent facts;

       

      (iii)  The
        Trustee shall not be liable with respect to any action taken, suffered or
        omitted to be taken by it in good faith in accordance with the directions
        of the
        Holders of Certificates evidencing Fractional Undivided Interests aggregating
        not less than 25% of the Trust Fund, if such action or non-action relates
        to the
        time, method and place of conducting any proceeding for any remedy available
        to
        the Trustee or exercising any trust or other power conferred upon the Trustee
        under this Agreement;

       

      (iv)  The
        Trustee shall not be required to take notice or be deemed to have notice
        or
        knowledge of any default or Event of Default unless a Responsible Officer
        of the
        Trustee’s Corporate Trust Office shall have actual knowledge thereof. In the
        absence of such notice, the Trustee may conclusively assume there is no such
        default or Event of Default;

       

      (v)  The
        Trustee shall not in any way be liable by reason of any insufficiency in
        any
        Account held by or in the name of Trustee unless it is determined by a court
        of
        competent jurisdiction that the Trustee’s gross negligence or willful misconduct
        was the primary cause of such insufficiency (except to the extent that the
        Trustee is obligor and has defaulted thereon);

       

      (vi)  Anything
        in this Agreement to the contrary notwithstanding, in no event shall the
        Trustee
        be liable for special, indirect or consequential loss or damage of any kind
        whatsoever (including but not limited to lost profits), even if the Trustee
        has
        been advised of the likelihood of such loss or damage and regardless of the
        form
        of action;

       

      (vii)  Neither
        of the Trustee nor the Depositor shall be responsible for the acts or omissions
        of the other, it being understood that this Agreement shall not be construed
        to
        render them partners, joint venturers or agents of one another and

       

      (viii)  The
        Trustee shall not be required to expend or risk its own funds or otherwise
        incur
        financial liability in the performance of any of its duties hereunder, or
        in the
        exercise of any of its rights or powers, if there is reasonable ground for
        believing that the repayment of such funds or adequate indemnity against
        such
        risk or liability is not reasonably assured to it, and none of the provisions
        contained in this Agreement shall in any event require the Trustee to perform,
        or be responsible for the manner of performance of, any of the obligations
        of
        the Master Servicer under the Servicing Agreement, except during such time,
        if
        any, as the Trustee shall be the successor to, and be vested with the rights,
        duties, powers and privileges of, the Master Servicer in accordance with
        the
        terms of this Agreement.

       

      (e)  All
        funds
        received by the Master Servicer and the Trustee and required to be deposited
        in
        the Distribution Account pursuant to this Agreement will be promptly so
        deposited by the Master Servicer and the Trustee.

       

      (f)  Except
        for those actions that the Trustee is required to take hereunder, the Trustee
        shall not have any obligation or liability to take any action or to refrain
        from
        taking any action hereunder in the absence of written direction as provided
        hereunder.

       

      Section
        9.02  Certain
        Matters Affecting the Trustee.

       

      Except
        as
        otherwise provided in Section 9.01:

       

      (i)  The
        Trustee may rely and shall be protected in acting or refraining from acting
        in
        reliance on any resolution, certificate of the Depositor, the Master Servicer
        or
        the Servicer, certificate of auditors or any other certificate, statement,
        instrument, opinion, report, notice, request, consent, order, appraisal,
        bond or
        other paper or document believed by it to be genuine and to have been signed
        or
        presented by the proper party or parties;

       

      (ii)  The
        Trustee may consult with counsel and any advice of such counsel or any Opinion
        of Counsel shall be full and complete authorization and protection with respect
        to any action taken or suffered or omitted by it hereunder in good faith
        and in
        accordance with such advice or Opinion of Counsel:

       

      (iii)  The
        Trustee shall not be under any obligation to exercise any of the trusts or
        powers vested in it by this Agreement, other than its obligation to give
        notices
        pursuant to this Agreement, or to institute, conduct or defend any litigation
        hereunder or in relation hereto at the request, order or direction of any
        of the
        Certificateholders pursuant to the provisions of this Agreement, unless such
        Certificateholders shall have offered to the Trustee reasonable security
        or
        indemnity against the costs, expenses and liabilities which may be incurred
        therein or thereby. Nothing contained herein shall, however, relieve the
        Trustee
        of the obligation, upon the occurrence of an Event of Default of which a
        Responsible Officer of the Trustee has actual knowledge (which has not been
        cured or waived), to exercise such of the rights and powers vested in it
        by this
        Agreement, and to use the same degree of care and skill in their exercise,
        as a
        prudent person would exercise under the circumstances in the conduct of his
        own
        affairs;

       

      (iv)  Prior
        to
        the occurrence of an Event of Default hereunder and after the curing or waiver
        of all Events of Default which may have occurred, the Trustee shall not be
        liable in its individual capacity for any action taken, suffered or omitted
        by
        it in good faith and believed by it to be authorized or within the discretion
        or
        rights or powers conferred upon it by this Agreement;

       

      (v)  The
        Trustee shall not be bound to make any investigation into the facts or matters
        stated in any resolution, certificate, statement, instrument, opinion, report,
        notice, request, consent, order, approval, bond or other paper or document,
        unless requested in writing to do so by Holders of Certificates evidencing
        Fractional Undivided Interests aggregating not less than 25% of the Trust
        Fund
        and provided that the payment within a reasonable time to the Trustee of
        the
        costs, expenses or liabilities likely to be incurred by it in the making
        of such
        investigation is, in the opinion of the Trustee reasonably assured to the
        Trustee by the security afforded to it by the terms of this Agreement. The
        Trustee may require reasonable indemnity against such expense or liability
        as a
        condition to taking any such action. The reasonable expense of every such
        examination shall be paid by the Certificateholders requesting the
        investigation;

       

      (vi)  The
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or through Affiliates, agents or attorneys; provided,
        however, that the Trustee may not appoint any agent to perform its custodial
        functions with respect to the Mortgage Files or Trustee functions under this
        Agreement without the express written consent of the Master Servicer, which
        consent will not be unreasonably withheld. The Trustee shall not be liable
        or
        responsible for the misconduct or negligence of any of the Trustee’s agents or
        attorneys or a custodian or trustee appointed hereunder by the Trustee with
        due
        care and, when required, with the consent of the Master Servicer;

       

      (vii)  Should
        the Trustee deem the nature of any action required on its part, other than
        a
        payment or transfer under Subsection 4.01(b) or Section 4.02, to be unclear,
        the
        Trustee may require prior to such action that it be provided by the Depositor
        with reasonable further instructions;

       

      (viii)  The
        right
        of the Trustee to perform any discretionary act enumerated in this Agreement
        shall not be construed as a duty, and the Trustee shall not be accountable
        for
        other than its negligence or willful misconduct in the performance of any
        such
        act;

       

      (ix)  The
        Trustee shall not be required to give any bond or surety with respect to
        the
        execution of the trust created hereby or the powers granted hereunder, except
        as
        provided in Subsection 9.07; and

       

      (x)  The
        Trustee shall not have any duty to conduct any affirmative investigation
        as to
        the occurrence of any condition requiring the repurchase of any Mortgage
        Loan by
        the Seller pursuant to this Agreement or the Mortgage Loan Purchase Agreement,
        as applicable, or the eligibility of any Mortgage Loan for purposes of this
        Agreement.

       

      Section
        9.03  Trustee
        Not Liable for Certificates or Mortgage Loans.

       

      The
        recitals contained herein and in the Certificates (other than the signature
        and
        countersignature of the Trustee on the Certificates) shall be taken as the
        statements of the Depositor, and neither the Trustee, or the Custodian on
        its
        behalf shall have any responsibility for their correctness. The Trustee does
        not
        make any representation as to the validity or sufficiency of the Certificates
        (other than the signature and countersignature of the Trustee on the
        Certificates) or of any Mortgage Loan except as expressly provided in Sections
        2.02 and 2.05 hereof; provided, however, that the foregoing shall not relieve
        the Trustee, or the Custodian on its behalf, of the obligation to review
        the
        Mortgage Files pursuant to Sections 2.02 and 2.04. The signature and
        countersignature of the Trustee (or countersignature of its agent) on the
        Certificates shall be solely in its capacity as Trustee and shall not constitute
        the Certificates an obligation of the Trustee in any other capacity. The
        Trustee
        shall not be accountable for the use or application by the Depositor of any
        of
        the Certificates or of the proceeds of such Certificates, or for the use
        or
        application of any funds paid to the Depositor with respect to the Mortgage
        Loans. Subject to the provisions of Section 2.05, the Trustee shall not be
        responsible for the legality or validity of this Agreement or any document
        or
        instrument relating to this Agreement, the validity of the execution of this
        Agreement or of any supplement hereto or instrument of further assurance,
        or the
        validity, priority, perfection or sufficiency of the security for the
        Certificates issued hereunder or intended to be issued hereunder. The Trustee
        shall not at any time have any responsibility or liability for or with respect
        to the legality, validity and enforceability of any Mortgage or any Mortgage
        Loan, or the perfection and priority of any Mortgage or the maintenance of
        any
        such perfection and priority, or for or with respect to the sufficiency of
        the
        Trust Fund or its ability to generate the payments to be distributed to
        Certificateholders, under this Agreement. The Trustee shall not have any
        responsibility for filing any financing statement or continuation statement
        in
        any public office at any time or to otherwise perfect or maintain the perfection
        of any security interest or lien granted to it hereunder or to record this
        Agreement.

       

      Section
        9.04  Trustee
        May Own Certificates.

       

      The
        Trustee in its individual capacity or in any capacity other than as Trustee
        hereunder may become the owner or pledgee of any Certificates with the same
        rights it would have if it were not Trustee, as applicable, and may otherwise
        deal with the parties hereto.

       

      Section
        9.05  Trustee’s
        Fees and Expenses.

       

      The
        Trustee shall be entitled to the Trustee Fee and investment income on funds
        in
        the Distribution Account as compensation for its activities under this
        Agreement. The fees and expenses of the Trustee shall be paid in accordance
        with
        a side letter agreement with the Trustee and at the expense of the Trustee.
        In
        addition, the Trustee will be entitled to recover from the Distribution Account
        pursuant to Section 4.05(a)(ii) all reasonable out-of-pocket expenses,
        disbursements and advances and the expenses of the Trustee, respectively,
        in
        connection with any Event of Default, any breach of this Agreement or any
        claim
        or legal action (including any pending or threatened claim or legal action)
        or
        incurred or made by the Trustee in the administration of the trusts hereunder
        (including the reasonable compensation, expenses and disbursements of its
        counsel) except any such expense, disbursement or advance as may arise from
        its
        negligence or intentional misconduct or which is the responsibility of the
        Certificateholders. If funds in the Distribution Account are insufficient
        therefor, the Trustee shall recover such expenses from the Depositor and
        the
        Depositor hereby agrees to pay such expenses, disbursements or advances upon
        demand. Such compensation and reimbursement obligation shall not be limited
        by
        any provision of law in regard to the compensation of a trustee of an express
        trust.

       

      Section
        9.06  Eligibility
        Requirements for Trustee.

       

      The
        Trustee and any successor trustee shall during the entire duration of this
        Agreement be a state bank or trust company or a national banking association
        organized and doing business under the laws of such state or the United States
        of America, authorized under such laws to exercise corporate trust powers,
        having a combined capital and surplus and undivided profits of at least
        $40,000,000 or, in the case of a successor trustee, $50,000,000, subject
        to
        supervision or examination by federal or state authority and, in the case
        of the
        Trustee, rated “BBB” or higher by S&P with respect to their long-term rating
        and rated “BBB” or higher by S&P and “Baa2” or higher by Moody’s with
        respect to any outstanding long-term unsecured unsubordinated debt, and,
        in the
        case of a successor trustee other than pursuant to Section 9.10, rated in
        one of
        the two highest long-term debt categories of, or otherwise acceptable to,
        each
        of the Rating Agencies. If the Trustee publishes reports of condition at
        least
        annually, pursuant to law or to the requirements of the aforesaid supervising
        or
        examining authority, then for the purposes of this Section 9.06 the combined
        capital and surplus of such corporation shall be deemed to be its total equity
        capital (combined capital and surplus) as set forth in its most recent report
        of
        condition so published. In case at any time the Trustee shall cease to be
        eligible in accordance with the provisions of this Section 9.06, the Trustee
        shall resign immediately in the manner and with the effect specified in Section
        9.08.

       

      Section
        9.07  Insurance.

       

      The
        Trustee at its own expense, shall at all times maintain and keep in full
        force
        and effect: (i) fidelity insurance, (ii) theft of documents insurance and
        (iii)
        forgery insurance (which may be collectively satisfied by a “Financial
        Institution Bond” and/or a “Bankers’ Blanket Bond”). All such insurance shall be
        in amounts, with standard coverage and subject to deductibles, as are customary
        for insurance typically maintained by banks or their affiliates which act
        as
        custodians for investor-owned mortgage pools. A certificate of an officer
        of the
        Trustee as to the Trustee’s compliance with this Section 9.07 shall be furnished
        to any Certificateholder upon reasonable written request.

       

      Section
        9.08  Resignation
        and Removal of the Trustee.

       

      (a)  The
        Trustee may at any time resign and be discharged from the Trust hereby created
        by giving written notice thereof to the Depositor and the Master Servicer,
        with
        a copy to the Rating Agencies. Upon receiving such notice of resignation,
        the
        Depositor shall promptly appoint a successor trustee, by written instrument,
        in
        triplicate, one copy of which instrument shall be delivered to each of the
        resigning Trustee, the successor trustee. If no successor trustee shall have
        been so appointed and have accepted appointment within 30 days after the
        giving
        of such notice of resignation, the resigning Trustee may petition any court
        of
        competent jurisdiction for the appointment of a successor trustee.

       

      (b)  If
        at any
        time the Trustee shall cease to be eligible in accordance with the provisions
        of
        Section 9.06 and shall fail to resign after written request therefor by the
        Depositor or if at any time the Trustee shall become incapable of acting,
        or
        shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or
        of
        its property shall be appointed, or any public officer shall take charge
        or
        control of the Trustee, or of its property or affairs for the purpose of
        rehabilitation, conservation or liquidation, then the Depositor shall promptly
        remove the Trustee and appoint a successor trustee by written instrument,
        in
        triplicate, one copy of which instrument shall be delivered to the Trustee
        so
        removed and to the successor trustee.

       

      (c)  The
        Holders of Certificates evidencing Fractional Undivided Interests aggregating
        not less than 51% of the Trust Fund may at any time remove the Trustee and
        appoint a successor trustee by written instrument or instruments, in
        quadruplicate, signed by such Holders or their attorneys-in-fact duly
        authorized, one complete set of which instruments shall be delivered to the
        Depositor and the Trustee (if the Trustee is removed), and the successor
        so
        appointed. In the event that the Trustee is removed by the Holders of
        Certificates in accordance with this Section 9.08(c), the Holders of such
        Certificates shall be responsible for paying any compensation payable to
        a
        successor trustee in excess of the amount paid to the predecessor
        Trustee.

       

      (d)  No
        resignation or removal of the Trustee and appointment of a successor trustee
        pursuant to any of the provisions of this Section 9.08 shall become effective
        except upon appointment of and acceptance of such appointment by the successor
        trustee as provided in Section 9.09.

       

      Section
        9.09  Successor
        Trustee.

       

      (a)  Any
        successor trustee appointed as provided in Section 9.08 shall execute,
        acknowledge and deliver to the Depositor and to its predecessor Trustee an
        instrument accepting such appointment hereunder. The resignation or removal
        of
        the predecessor Trustee shall then become effective and such successor trustee,
        without any further act, deed or conveyance, shall become fully vested with
        all
        the rights, powers, duties and obligations of its predecessor hereunder,
        with
        like effect as if originally named as Trustee herein. The predecessor trustee
        shall after payment of its outstanding fees and expenses promptly deliver
        to the
        successor trustee all assets and records of the Trust held by it hereunder,
        and
        the Depositor and the predecessor Trustee shall execute and deliver such
        instruments and do such other things as may reasonably be required for more
        fully and certainly vesting and confirming in the successor trustee all such
        rights, powers, duties and obligations.

       

      (b)  No
        successor trustee shall accept appointment as provided in this Section 9.09
        unless at the time of such acceptance such successor trustee shall be eligible
        under the provisions of Section 9.06.

       

      (c)  Upon
        acceptance of appointment by a successor trustee as provided in this Section
        9.09, the successor trustee shall mail notice of the succession of such trustee
        hereunder to all Certificateholders at their addresses as shown in the
        Certificate Register and to the Rating Agencies. The Depositor shall cause
        such
        notice to be mailed at the expense of the Trust Fund.

       

      Section
        9.10  Merger
        or
        Consolidation of Trustee.

       

      Any
        state
        bank or trust company or national banking association into which the Trustee
        may
        be merged or converted or with which it may be consolidated or any state
        bank or
        trust company or national banking association resulting from any merger,
        conversion or consolidation to which the shall be a party, or any state bank
        or
        trust company or national banking association succeeding to all or substantially
        all of the corporate trust business of the Trustee shall be the successor
        of the
        Trustee hereunder, provided such state bank or trust company or national
        banking
        association shall be eligible under the provisions of Section 9.06. Such
        succession shall be valid without the execution or filing of any paper or
        any
        further act on the part of any of the parties hereto, anything herein to
        the
        contrary notwithstanding.

       

      Section
        9.11  Appointment
        of Co-Trustee or Separate Trustee.

       

      (a)  Notwithstanding
        any other provisions hereof, at any time, for the purpose of meeting any
        legal
        requirements of any jurisdiction in which any part of the Trust or property
        constituting the same may at the time be located, the Depositor and the Trustee
        acting jointly shall have the power and shall execute and deliver all
        instruments to appoint one or more Persons approved by the Trustee and the
        Depositor to act as co-trustee or co-trustees, jointly with the Trustee,
        or
        separate trustee or separate trustees, of all or any part of the Trust, and
        to
        vest in such Person or Persons, in such capacity, such title to the Trust,
        or
        any part thereof, and, subject to the other provisions of this Section 9.11,
        such powers, duties, obligations, rights and trusts as the Depositor and
        the
        Trustee may consider necessary or desirable.

       

      (b)  If
        the
        Depositor shall not have joined in such appointment within 15 days after
        the
        receipt by it of a written request so to do, the Trustee shall have the power
        to
        make such appointment without the Depositor.

       

      (c)  No
        co-trustee or separate trustee hereunder shall be required to meet the terms
        of
        eligibility as a successor trustee under Section 9.06 hereunder and no notice
        to
        Certificateholders of the appointment of co-trustee(s) or separate trustee(s)
        shall be required under Section 9.08 hereof.

       

      (d)  In
        the
        case of any appointment of a co-trustee or separate trustee pursuant to this
        Section 9.11, all rights, powers, duties and obligations conferred or imposed
        upon the Trustee and required to be conferred on such co-trustee shall be
        conferred or imposed upon and exercised or performed by the Trustee and such
        separate trustee or co-trustee jointly, except to the extent that under any
        law
        of any jurisdiction in which any particular act or acts are to be performed
        (whether as Trustee hereunder or as successor to the Master Servicer hereunder),
        the Trustee shall be incompetent or unqualified to perform such act or acts,
        in
        which event such rights, powers, duties and obligations (including the holding
        of title to the Trust or any portion thereof in any such jurisdiction) shall
        be
        exercised and performed by such separate trustee or co-trustee at the direction
        of the Trustee.

       

      (e)  Any
        notice, request or other writing given to the Trustee shall be deemed to
        have
        been given to each of the then separate trustees and co-trustees, as effectively
        as if given to each of them. Every instrument appointing any separate trustee
        or
        co-trustee shall refer to this Agreement and the conditions of this Article
        IX.
        Each separate trustee and co-trustee, upon its acceptance of the trusts
        conferred, shall be vested with the estates or property specified in its
        instrument of appointment, either jointly with the Trustee or separately,
        as may
        be provided therein, subject to all the provisions of this Agreement,
        specifically including every provision of this Agreement relating to the
        conduct
        of, affecting the liability of, or affording protection to, the Trustee.
        Every
        such instrument shall be filed with the Trustee.

       

      (f)  To
        the
        extent not prohibited by law, any separate trustee or co-trustee may, at
        any
        time, request the Trustee, its agent or attorney-in-fact, with full power
        and
        authority, to do any lawful act under or with respect to this Agreement on
        its
        behalf and in its name. If any separate trustee or co-trustee shall die,
        become
        incapable of acting, resign or be removed, all of its estates, properties
        rights, remedies and trusts shall vest in and be exercised by the Trustee,
        to
        the extent permitted by law, without the appointment of a new or successor
        trustee.

       

      (g)  No
        trustee under this Agreement shall be personally liable by reason of any
        act or
        omission of another trustee under this Agreement. The Depositor and the Trustee
        acting jointly may at any time accept the resignation of or remove any separate
        trustee or co-trustee.

       

      Section
        9.12  Federal
        Information Returns and Reports to Certificateholders; REMIC
        Administration.

       

      (a)  For
        federal income tax purposes, the taxable year of each REMIC shall be a calendar
        year, and the Trustee shall maintain or cause the maintenance of the books
        of
        each such REMIC on the accrual method of accounting.

       

      (b)  The
        Trustee shall prepare and file or cause to be filed with the Internal Revenue
        Service, and the Trustee shall sign, federal tax information returns or
        elections required to be made hereunder with respect to each REMIC, the Trust
        Fund, if applicable, and the Certificates containing such information and
        at the
        times and in the manner as may be required by the Code or applicable Treasury
        regulations and the Trustee shall deliver (or otherwise make available) to
        each
        Holder of Certificates at any time during the calendar year for which such
        returns or reports are made such statements or information at the times and
        in
        the manner as may be required thereby, including, without limitation, reports
        relating to interest, original issue discount and market discount or premium
        (using a constant prepayment assumption of 25% CPR). The Trustee will apply
        for
        an Employee Identification Number from the Internal Revenue Service under
        Form
        SS-4 or any other acceptable method for all tax entities. In connection with
        the
        foregoing, the Trustee shall timely prepare and file, and the Trustee shall,
        sign Internal Revenue Service Form 8811, which shall provide the name and
        address of the person at the Trustee who can be contacted to obtain information
        required to be reported to the holders of regular interests in each REMIC
        (the
“REMIC Reporting Agent”). The Trustee shall make elections to treat each REMIC
        as a REMIC (which elections shall apply to the taxable period ending December
        31, 2007 and each calendar year thereafter) in such manner as the Code or
        applicable Treasury regulations may prescribe, and as described by the Trustee.
        The Trustee shall sign all tax information returns filed pursuant to this
        Section and any other returns as may be required by the Code. The Holder
        of the
        Class R-I Certificate is hereby designated as the “Tax Matters Person” (within
        the meaning of Treasury Regulation Section 1.860F-4(d)) for REMIC I, the
        Holder
        of the Class R-II Certificate is hereby designated as the “Tax Matters Person”
for REMIC II, and the Holder of the Class R-III Certificate is hereby designated
        as the “Tax Matters Person” for REMIC III . The Trustee is hereby designated and
        appointed as the agent of each such Tax Matters Person. Any Holder of a Residual
        Certificate will by acceptance thereof appoint the Trustee as agent and
        attorney-in-fact for the purpose of acting as Tax Matters Person for each
        REMIC
        during such time as the Trustee does not own any such Residual Certificate.
        In
        the event that the Code or applicable Treasury regulations prohibit the Trustee
        from signing tax or information returns or other statements, or the Trustee
        from
        acting as agent for the Tax Matters Person, the Trustee shall take whatever
        action that in its sole good faith judgment is necessary for the proper filing
        of such information returns or for the provision of a Tax Matters Person,
        including designation of the Holder of a Residual Certificate to sign such
        returns or act as Tax Matters Person. Each Holder of a Residual Certificate
        shall be bound by this Section.

       

      (c)  The
        Trustee shall provide upon request and receipt of reasonable compensation,
        such
        information as required in Section 860D(a)(6)(B) of the Code to the Internal
        Revenue Service, to any Person purporting to transfer a Residual Certificate
        to
        a Person other than a transferee permitted by Section 5.05(b), and to any
        regulated investment company, real estate investment trust, common trust
        fund,
        partnership, trust, estate, organization described in Section 1381 of the
        Code,
        or nominee holding an interest in a pass-through entity described in Section
        860E(e)(6) of the Code, any record holder of which is not a transferee permitted
        by Section 5.05(b) (or which is deemed by statute to be an entity with a
        disqualified member).

       

      (d)  The
        Trustee shall prepare and file or cause to be filed, and the Trustee shall
        sign
        any state income tax returns required under Applicable State Law with respect
        to
        each REMIC or the Trust Fund.

       

      (e)  Notwithstanding
        any other provision of this Agreement, the Trustee shall comply with all
        federal
        withholding requirements respecting payments to Certificateholders of, or
        in
        respect of, interest or original issue discount on the Mortgage Loans that
        the
        Trustee reasonably believes are applicable under the Code. The consent of
        Certificateholders shall not be required for such withholding. In the event
        the
        Trustee withholds any amount from payments of, or in respect of, interest
        or
        original issue discount or advances thereof to any Certificateholder pursuant
        to
        federal withholding requirements, the Trustee shall, together with its monthly
        report to such Certificateholders, indicate such amount withheld.

       

      (f)  The
        Trustee agree to indemnify the Trust Fund and the Depositor for any taxes
        and
        costs including, without limitation, any reasonable attorneys fees imposed on or
        incurred by the Trust Fund, the Depositor or the Master Servicer, as a result
        of
        a breach of the Trustee’s covenants and the Trustee’s covenants, respectively,
        set forth in this Section 9.12; provided, however, such liability and obligation
        to indemnify in this paragraph shall not be joint and several, and neither
        the
        Trustee nor the Trustee shall be liable or be obligated to indemnify the
        Trust
        Fund for the failure by the other to perform any duty under this Agreement
        or
        the breach by the other of any covenant in this Agreement. In the event that
        any
        liable party hereto fails to honor its obligations under the preceding
        sentences, or taxes imposed on the Trust Fund are not otherwise paid, such
        taxes
        shall be paid first with amounts otherwise to be distributed to the Class
        R
        Certificates, and second with amounts otherwise to be distributed to the
        Holders
        of the following other Certificates in the following order of priority:
first,
        to
        the
        Class B-7 Certificates, second, to the Class B-6 Certificates, third, to
        the
        Class B-5 Certificates, fourth, to the Class B-4 Certificates, fifth, to
        the
        Class B-3 Certificates, sixth, to the Class B-2 Certificates, seventh, to
        the
        Class B-1 Certificates, and eighth, to the Class A Certificates (on a pro
        rata
        basis based on the amounts to be distributed). Notwithstanding anything to
        the
        contrary contained herein, to the extent that such tax is payable by the
        Holder
        of any such Certificates, the Trustee is hereby authorized to retain on any
        Distribution Date, from the Holders of the Class R Certificates (and, if
        necessary, from the Holders of the other relevant Certificates in the priority
        specified in the preceding sentence), funds otherwise distributable to such
        Holders in an amount sufficient to pay such tax.
        The Trustee
        shall
        include in its monthly statement amounts allocated to the relevant Certificates,
        taking into account the priorities described in the second preceding sentence.
        The
        Trustee shall promptly notify in writing the party liable for any such tax
        of
        the amount thereof and the due date for the payment thereof.

       

       

      ARTICLE
        X

      TERMINATION

       

      Section
        10.01  Termination
        Upon Repurchase by the Depositor or its Designee or Liquidation of the Mortgage
        Loans.

       

      (a)  Subject
        to Section 10.02, the respective obligations and responsibilities of the
        Depositor, the Master Servicer and the Trustee created hereby, other than
        the
        obligation of the Trustee to make payments to Certificateholders as hereinafter
        set forth shall terminate upon:

       

      (i)  the
        repurchase by or at the direction of the Depositor or its designee of all
        of the
        Mortgage Loans and all related REO Property remaining in the Trust at a price
        (in each case, the “Termination Purchase Price”) equal to the sum of (a) 100% of
        the Outstanding Principal Balance of each Mortgage Loan (other than a Mortgage
        Loan related to REO Property) as of the date of repurchase, net of the principal
        portion of any unreimbursed Monthly Advances made by the purchaser, together
        with interest at the applicable Mortgage Interest Rate accrued but unpaid
        to,
        but not including, the first day of the month of repurchase, (b) the appraised
        value of any related REO Property, less the good faith estimate of the Depositor
        of liquidation expenses to be incurred in connection with its disposal thereof
        (but not more than the Outstanding Principal Balance of the related Mortgage
        Loan, together with interest at the applicable Mortgage Interest Rate accrued
        on
        that balance but unpaid to, but not including, the first day of the month
        of
        repurchase), such appraisal to be calculated by an appraiser mutually agreed
        upon by the Depositor and the Trustee at the expense of the Depositor, (c)
        unreimbursed out-of pocket costs of the Master Servicer, including unreimbursed
        servicing advances and the principal portion of any unreimbursed Monthly
        Advances, made on the Mortgage Loans prior to the exercise of such repurchase
        right and (d) any unreimbursed costs and expenses of the Trustee payable
        pursuant to Section 9.05; or

       

      (ii)  the
        later
        of the making of the final payment or other liquidation, or any advance with
        respect thereto, of the last Mortgage Loan remaining in the Trust Fund or
        the
        disposition of all property acquired with respect to any Mortgage Loan;
        provided, however, that in the event that an advance has been made, but not
        yet
        recovered, at the time of such termination, the Person having made such advance
        shall be entitled to receive, notwithstanding such termination, any payments
        received subsequent thereto with respect to which such advance was made;
        or

       

      (iii)  the
        payment to the Certificateholders of all amounts required to be paid to them
        pursuant to this Agreement.

       

      (b)  In
        no
        event, however, shall the Trust created hereby continue beyond the earlier
        of
        (i) the latest possible maturity date specified in Section 5.01(d) and (ii)
        the
        expiration of 21 years from the death of the last survivor of the descendants
        of
        Joseph P. Kennedy, the late Ambassador of the United States to the Court
        of St.
        James’s, living on the date of this Agreement.

       

      (c)  The
        right
        of the Depositor or its designee to repurchase all the assets of the Trust
        Fund
        as described in Subsection 10.01(a)(i) above is conditioned upon (i) such
        purchase occurring after the Distribution Date on which the aggregate Scheduled
        Principal Balance of the Mortgage Loans is less than 10% of the sum of the
        aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off
        Date, or (ii) the Depositor making a determination, based upon an Opinion
        of
        Counsel addressed to the Depositor and the Trustee, that the REMIC status
        of
        REMIC I, REMIC II or REMIC III has been lost or that a substantial risk exists
        that such REMIC status will be lost for the then-current taxable year. At
        any
        time thereafter, in the case of (i) or (ii) above, the Depositor may elect
        to
        terminate REMIC I, REMIC II or REMIC III at any time, and upon such election,
        the Depositor or its designee, shall repurchase all the assets of the Trust
        Fund
        described in Subsection 10.01(a)(i) above and in accordance with Section
        10.02.

       

      (d)  The
        Trustee shall give notice of any termination to the Certificateholders, with
        a
        copy to the Master Servicer, the Trustee and the Rating Agencies, upon which
        the
        Certificateholders shall surrender their Certificates to the Trustee for
        payment
        of the final distribution and cancellation. Such notice shall be given by
        letter, mailed not earlier than the l5th day and not later than the 25th
        day of
        the month next preceding the month of such final distribution, and shall
        specify
        (i) the Distribution Date upon which final payment of the Certificates will
        be
        made upon presentation and surrender of the Certificates at the office of
        the
        Trustee therein designated, (ii) the amount of any such final payment and
        (iii)
        that the Record Date otherwise applicable to such Distribution Date is not
        applicable, payments being made only upon presentation and surrender of the
        Certificates at the office of the Trustee therein specified.

       

      (e)  If
        the
        option of the Depositor to repurchase or cause the repurchase of all the
        assets
        in the Trust Fund as described in Subsection 10.01(a)(i) above, is exercised,
        the Depositor and/or its designee shall deliver to the Trustee for deposit
        in
        the Distribution Account, by the Business Day prior to the applicable
        Distribution Date, an amount equal to the Termination Purchase Price. Upon
        presentation and surrender of the Certificates by the Certificateholders,
        the
        Trustee shall distribute to such Certificateholders an amount determined
        as
        follows: with respect to each Certificate (other than the Class R Certificates),
        the outstanding Current Principal Amount, plus with respect to each Certificate
        (other than the Class R Certificates), one month’s interest thereon at the
        applicable Pass-Through Rate; and with respect to the Class R Certificates,
        the
        percentage interest evidenced thereby multiplied by the difference, if any,
        between the above described repurchase price and the aggregate amount to
        be
        distributed to the Holders of the Certificates in such Certificate Group
        (other
        than the Class R Certificates). If the proceeds with respect to the Mortgage
        Loans of a Loan Group are not sufficient to pay all of the Senior Certificates
        of the related Certificate Group in full, any such deficiency shall be allocated
        first, to the Subordinate Certificates, in inverse order of their numerical
        designation and then to the Senior Certificates of the related Certificate
        Group
        on a pro rata basis. Upon deposit of the Termination Purchase Price and
        following such final Distribution Date, the Trustee or the Custodian, on
        its
        behalf, shall release promptly to the Depositor and/or its designee the Mortgage
        Files for the remaining Mortgage Loans, and the Accounts with respect thereto
        shall terminate, subject to the Trustee ’s obligation to hold any amounts
        payable to the Certificateholders in trust without interest pending final
        distributions pursuant to Subsection 10.01(g). Any other amounts remaining
        in
        the Accounts will belong to the Depositor.

       

      (f)  Upon
        the
        presentation and surrender of the Certificates, the Trustee shall distribute
        to
        the remaining Certificateholders, pursuant to the written direction of the
        Trustee and in accordance with their respective interests, all distributable
        amounts remaining in the Distribution Account. Upon deposit by the Master
        Servicer of such distributable amounts, and following such final Distribution
        Date, the Trustee shall release promptly to the Depositor or its designee
        the
        Mortgage Files for the remaining Mortgage Loans, and the Distribution Account
        shall terminate, subject to the Trustee ’s obligation to hold any amounts
        payable to the Certificateholders in trust without interest pending final
        distributions pursuant to this Subsection 10.01(f).

       

      (g)  If
        not
        all of the Certificateholders shall surrender their Certificates for
        cancellation within six months after the time specified in the above-mentioned
        written notice, the Trustee shall give a second written notice to the remaining
        Certificateholders to surrender their Certificates for cancellation and receive
        the final distribution with respect thereto. If within six months after the
        second notice, not all the Certificates shall have been surrendered for
        cancellation, the Trustee may take appropriate steps, or appoint any agent
        to
        take appropriate steps, to contact the remaining Certificateholders concerning
        surrender of their Certificates, and the cost thereof shall be paid out of
        the
        funds and other assets which remain subject to this Agreement.

       

      Section
        10.02  Additional
        Termination Requirements.

       

      (a)  If
        the
        option of the Depositor to repurchase all of the Mortgage Loans under Subsection
        10.01(a)(i) above is exercised, the Trust Fund and each REMIC shall be
        terminated in accordance with the following additional requirements, unless
        the
        Trustee has been furnished with an Opinion of Counsel addressed to the Trustee
        to the effect that the failure of the Trust to comply with the requirements
        of
        this Section 10.02 will not (i) result in the imposition of taxes on “prohibited
        transactions” as defined in Section 860F of the Code on any REMIC or (ii) cause
        any REMIC to fail to qualify as a REMIC at any time that any Certificates
        are
        outstanding:

       

      (i)  within
        90
        days prior to the final Distribution Date, at the written direction of the
        Depositor, the Trustee, as agent for the respective Tax Matters Persons,
        shall
        adopt a plan of complete liquidation of each REMIC, in the case of a termination
        under Subsection 10.01(a)(i), provided to it by the Depositor, which meets
        the
        requirements of a “qualified liquidation” under Section 860F of the Code and any
        regulations thereunder; and

       

      (ii)  the
        Depositor shall notify the Trustee at the commencement of such 90-day
        liquidation period and, at or prior to the time of making of the final payment
        on the Certificates, the Trustee shall sell or otherwise dispose of all of
        the
        remaining assets of the Trust Fund in accordance with the terms
        hereof.

       

      (b)  By
        their
        acceptance of the Residual Certificates, the Holders thereof hereby (i) agree
        to
        adopt such a plan of complete liquidation of the related REMIC upon the written
        request of the Depositor, and to take such action in connection therewith
        as may
        be reasonably requested by the Depositor, and (ii) appoint the Depositor
        as
        their attorney-in-fact, with full power of substitution, for purposes of
        adopting such a plan of complete liquidation. The Trustee shall adopt such
        plan
        of liquidation by filing the appropriate statement on the final tax return
        of
        each REMIC. Upon complete liquidation or final distribution of all of the
        assets
        of the Trust Fund, the Trust Fund and each REMIC shall terminate.

       

       

      ARTICLE
        XI

      [RESERVED]

       

       

      ARTICLE
        XII

      MISCELLANEOUS
        PROVISIONS

       

      Section
        12.01  Intent
        of
        Parties.

       

      The
        parties intend that each of REMIC I, REMIC II and REMIC III shall be treated
        as
        a REMIC for federal income tax purposes and that the provisions of this
        Agreement should be construed in furtherance of this intent.

       

      Section
        12.02  Amendment.

       

      (a)  This
        Agreement may be amended from time to time by the Depositor, the Master Servicer
        and the Trustee, without notice to or the consent of any of the
        Certificateholders, to cure any ambiguity, to correct or supplement any
        provisions herein or therein that may be defective or inconsistent with any
        other provisions herein or therein, to comply with any changes in the Code,
        to
        revise any provisions to reflect the obligations of the parties to this
        agreement as they relate to Regulation AB or to make any other provisions
        with
        respect to matters or questions arising under this Agreement which shall
        not be
        inconsistent with the provisions of this Agreement; provided, however, that
        such
        action shall not, as evidenced by an Opinion of Independent Counsel, addressed
        to the Trustee, adversely affect in any material respect the interests of
        any
        Certificateholder.

       

      (b)  This
        Agreement may also be amended from time to time by the Master Servicer, the
        Depositor and the Trustee, with the consent of the Holders of Certificates
        evidencing Fractional Undivided Interests aggregating not less than 51% of
        the
        Trust Fund or of the applicable Class or Classes, if such amendment affects
        only
        such Class or Classes, for the purpose of adding any provisions to or changing
        in any manner or eliminating any of the provisions of this Agreement or of
        modifying in any manner the rights of the Certificateholders; provided, however,
        that no such amendment shall (i) reduce in any manner the amount of, or delay
        the timing of, payments received on Mortgage Loans which are required to
        be
        distributed on any Certificate without the consent of the Holder of such
        Certificate, (ii) reduce the aforesaid percentage of Certificates the Holders
        of
        which are required to consent to any such amendment, without the consent
        of the
        Holders of all Certificates then outstanding, or (iii) cause any REMIC to
        fail
        to qualify as a REMIC for federal income tax purposes, as evidenced by an
        Opinion of Independent Counsel addressed to the Trustee which shall be provided
        to the Trustee other than at the Trustee’s expense. Notwithstanding any other
        provision of this Agreement, for purposes of the giving or withholding of
        consents pursuant to this Section 12.02(b), Certificates registered in the
        name
        of or held for the benefit of the Depositor, the Master Servicer, or the
        Trustee
        or any Affiliate thereof shall be entitled to vote their Fractional Undivided
        Interests with respect to matters affecting such Certificates.

       

      (c)  Promptly
        after the execution of any such amendment, the Trustee shall furnish a copy
        of
        such amendment or written notification of the substance of such amendment
        to
        each Certificateholder, with a copy to the Rating Agencies.

       

      (d)  In
        the
        case of an amendment under Subsection 12.02(b) above, it shall not be necessary
        for the Certificateholders to approve the particular form of such an amendment.
        Rather, it shall be sufficient if the Certificateholders approve the substance
        of the amendment. The manner of obtaining such consents and of evidencing
        the
        authorization of the execution thereof by Certificateholders shall be subject
        to
        such reasonable regulations as the Trustee may prescribe.

       

      (e)  Prior
        to
        the execution of any amendment to this Agreement, the Trustee shall be entitled
        to receive and rely upon an Opinion of Counsel addressed to the Trustee stating
        that the execution of such amendment is authorized or permitted by this
        Agreement and that all conditions precedent to such amendment have been
        satisfied. The Trustee may, but shall not be obligated to, enter into any
        such
        amendment which affects the Trustee’s or the Trustee’s own respective rights,
        duties or immunities under this Agreement.

       

      Section
        12.03  Recordation
        of Agreement.

       

      To
        the
        extent permitted by applicable law, this Agreement is subject to recordation
        in
        all appropriate public offices for real property records in all the counties
        or
        other comparable jurisdictions in which any or all of the Mortgaged Properties
        are situated, and in any other appropriate public recording office or elsewhere.
        The Depositor shall effect such recordation, at the expense of the Trust
        upon
        the request in writing of a Certificateholder, but only if such direction
        is
        accompanied by an Opinion of Counsel (provided at the expense of the
        Certificateholder requesting recordation) to the effect that such recordation
        would materially and beneficially affect the interests of the Certificateholders
        or is required by law.

       

      Section
        12.04  Limitation
        on Rights of Certificateholders.

       

      (a)  The
        death
        or incapacity of any Certificateholder shall not terminate this Agreement
        or the
        Trust, nor entitle such Certificateholder’s legal representatives or heirs to
        claim an accounting or to take any action or proceeding in any court for
        a
        partition or winding up of the Trust, nor otherwise affect the rights,
        obligations and liabilities of the parties hereto or any of them.

       

      (b)  Except
        as
        expressly provided in this Agreement, no Certificateholders shall have any
        right
        to vote or in any manner otherwise control the operation and management of
        the
        Trust, or the obligations of the parties hereto, nor shall anything herein
        set
        forth, or contained in the terms of the Certificates, be construed so as
        to
        establish the Certificateholders from time to time as partners or members
        of an
        association; nor shall any Certificateholders be under any liability to any
        third Person by reason of any action taken by the parties to this Agreement
        pursuant to any provision hereof.

       

      (c)  No
        Certificateholder shall have any right by virtue of any provision of this
        Agreement to institute any suit, action or proceeding in equity or at law
        upon,
        under or with respect to this Agreement against the Depositor, the Trustee,
        the
        Master Servicer or any successor to any such parties unless (i) such
        Certificateholder previously shall have given to the Trustee a written notice
        of
        a continuing default, as herein provided, (ii) the Holders of Certificates
        evidencing Fractional Undivided Interests aggregating not less than 51% of
        the
        Trust Fund shall have made written request upon the Trustee to institute
        such
        action, suit or proceeding in its own name as Trustee hereunder and shall
        have
        offered to the Trustee such reasonable indemnity as it may require against
        the
        costs and expenses and liabilities to be incurred therein or thereby, and
        (iii)
        the Trustee, for 60 days after its receipt of such notice, request and offer
        of
        indemnity, shall have neglected or refused to institute any such action,
        suit or
        proceeding.

       

      (d)  No
        one or
        more Certificateholders shall have any right by virtue of any provision of
        this
        Agreement to affect the rights of any other Certificateholders or to obtain
        or
        seek to obtain priority or preference over any other such Certificateholder,
        or
        to enforce any right under this Agreement, except in the manner herein provided
        and for the equal, ratable and common benefit of all Certificateholders.
        For the
        protection and enforcement of the provisions of this Section 12.04, each
        and
        every Certificateholder and the Trustee shall be entitled to such relief
        as can
        be given either at law or in equity.

       

      Section
        12.05  Acts
        of
        Certificateholders.

       

      (a)  Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action provided by this Agreement to be given or taken by Certificateholders
        may
        be embodied in and evidenced by one or more instruments of substantially
        similar
        tenor signed by such Certificateholders in person or by an agent duly appointed
        in writing. Except as herein otherwise expressly provided, such action shall
        become effective when such instrument or instruments are delivered to the
        Trustee and, where it is expressly required, to the Depositor. Proof of
        execution of any such instrument or of a writing appointing any such agent
        shall
        be sufficient for any purpose of this Agreement and conclusive in favor of
        the
        Trustee and the Depositor, if made in the manner provided in this Section
        12.05.

       

      (b)  The
        fact
        and date of the execution by any Person of any such instrument or writing
        may be
        proved by the affidavit of a witness of such execution or by a certificate
        of a
        notary public or other officer authorized by law to take acknowledgments
        of
        deeds, certifying that the individual signing such instrument or writing
        acknowledged to him the execution thereof. Where such execution is by a signer
        acting in a capacity other than his or her individual capacity, such certificate
        or affidavit shall also constitute sufficient proof of his or her authority.
        The
        fact and date of the execution of any such instrument or writing, or the
        authority of the individual executing the same, may also be proved in any
        other
        manner which the Trustee deems sufficient.

       

      (c)  The
        ownership of Certificates (notwithstanding any notation of ownership or other
        writing on such Certificates, except an endorsement in accordance with Section
        5.02 made on a Certificate presented in accordance with Section 5.04) shall
        be
        proved by the Certificate Register, and neither the Trustee, the Depositor,
        the
        Master Servicer nor any successor to any such parties shall be affected by
        any
        notice to the contrary.

       

      (d)  Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action of the holder of any Certificate shall bind every future holder of
        the
        same Certificate and the holder of every Certificate issued upon the
        registration of transfer or exchange thereof, if applicable, or in lieu thereof
        with respect to anything done, omitted or suffered to be done by the Trustee,
        the Depositor, the Master Servicer or any successor to any such party in
        reliance thereon, whether or not notation of such action is made upon such
        Certificates.

       

      (e)  In
        determining whether the Holders of the requisite percentage of Certificates
        evidencing Fractional Undivided Interests have given any request, demand,
        authorization, direction, notice, consent or waiver hereunder, Certificates
        owned by the Trustee, the Depositor, the Master Servicer or any Affiliate
        thereof shall be disregarded, except as otherwise provided in Section 12.02(b)
        and except that, in determining whether the Trustee shall be protected in
        relying upon any such request, demand, authorization, direction, notice,
        consent
        or waiver, only Certificates which a Responsible Officer of the Trustee actually
        knows to be so owned shall be so disregarded. Certificates which have been
        pledged in good faith to the Trustee, the Depositor, the Master Servicer
        or any
        Affiliate thereof may be regarded as outstanding if the pledgor establishes
        to
        the satisfaction of the Trustee the pledgor’s right to act with respect to such
        Certificates and that the pledgor is not an Affiliate of the Trustee, the
        Depositor, or the Master Servicer, as the case may be.

       

      Section
        12.06  Governing
        Law.

       

      THIS
        AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN ACCORDANCE WITH THE
        LAWS OF
        THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER
        THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO
        EXPRESSLY RELY UPON IN THE CHOICE OF SUCH LAW AS THE GOVERNING LAW HEREUNDER)
        AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
        DETERMINED IN ACCORDANCE WITH SUCH LAWS.

       

      Section
        12.07  Notices.

       

      All
        demands and notices hereunder shall be in writing and shall be deemed given
        when
        delivered at (including delivery by facsimile) or mailed by registered mail,
        return receipt requested, postage prepaid, or by recognized overnight courier,
        to (i) in the case of the Depositor, 383 Madison Avenue, New York, New York
        10179, Attention: Vice President-Servicing, telecopier number: (212) 272-5591,
        or to such other address as may hereafter be furnished to the other parties
        hereto in writing; (ii) in the case of the Trustee, at its Corporate Trust
        Office, or such other address as may hereafter be furnished to the other
        parties
        hereto in writing; (iii) in the case of the Seller, EMC Mortgage Corporation,
        2780 Lake Vista Drive, Lewisville, Texas 75067 (Facsimile: (469-759-4714),
        attention: President or General Counsel, (iv) in the case of the Master Servicer
        , EMC Mortgage Corporation, 2780 Lake Vista Drive, Lewisville, Texas 75067
        (Facsimile: (214) 626-4889), attention: Michelle Viner or such other address
        as
        may be hereafter furnished to the other parties hereto by the Master Servicer
        in
        writing; and (v) in the case of the Rating Agencies, Fitch, Inc., One State
        Street Plaza, New York, NY 10004 and Standard & Poor’s, a division of The
        McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041, or
        such
        other address as may hereafter be furnished to the other parties hereto in
        writing. Any notice delivered to the Depositor, the Master Servicer or the
        Trustee under this Agreement shall be effective only upon receipt. Any notice
        required or permitted to be mailed to a Certificateholder, unless otherwise
        provided herein, shall be given by first-class mail, postage prepaid, at
        the
        address of such Certificateholder as shown in the Certificate Register. Any
        notice so mailed within the time prescribed in this Agreement shall be
        conclusively presumed to have been duly given when mailed, whether or not
        the
        Certificateholder receives such notice.

       

      Section
        12.08  Severability
        of Provisions.

       

      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever held invalid, then such covenants,
        agreements, provisions or terms shall be deemed severed from the remaining
        covenants, agreements, provisions or terms of this Agreement and shall in
        no way
        affect the validity or enforceability of the other provisions of this Agreement
        or of the Certificates or the rights of the holders thereof.

       

      Section
        12.09  Successors
        and Assigns.

       

      The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the respective successors and assigns of the parties hereto.

       

      Section
        12.10  Article
        and Section Headings.

       

      The
        article and section headings herein are for convenience of reference only,
        and
        shall not limit or otherwise affect the meaning hereof.

       

      Section
        12.11  Counterparts.

       

      This
        Agreement may be executed in two or more counterparts each of which when
        so
        executed and delivered shall be an original but all of which together shall
        constitute one and the same instrument.

       

      Section
        12.12  Notice
        to
        Rating Agencies.

       

      The
        article and section headings herein are for convenience of reference only,
        and
        shall not limited or otherwise affect the meaning hereof. The Trustee shall
        promptly provide notice to each Rating Agency with respect to each of the
        following of which a Responsible Officer of the Trustee has actual
        knowledge:

       

      1. Any
        material change or amendment to this Agreement or the Servicing
        Agreement;

       

      2. The
        occurrence of any Event of Default that has not been cured;

       

      3. The
        resignation or termination of the Master Servicer or the Trustee;

       

      4. The
        repurchase or substitution of Mortgage Loans;

       

      5. The
        final
        payment to Certificateholders; and

       

      6. Any
        change in the location of the Distribution Account.

       

      IN
        WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer have
        caused
        their names to be signed hereto by their respective officers thereunto duly
        authorized as of the day and year first above written.

       

      
        	 	 	 	 	 	 	 	
                
                  STRUCTURED
                    ASSET MORTGAGE INVESTMENTS II INC., as Depositor

                

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	     
                /s/ Joseph T. Jurkowski, Jr.
	 	 	 	 	 	 	 	 	
                Name:
                  Joseph T. Jurkowski, Jr.

              
	 	 	 	 	 	 	 	 	
                Title: 
                  Vice President

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	   
                /s/   Stacey M. Taylor
	 	 	 	 	 	 	 	 	
                Name:
                  Stacey M. Taylor

              
	 	 	 	 	 	 	 	 	
                Title:  
                  Vice President

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                EMC
                  MORTGAGE CORPORATION,

                as
                  Master Servicer and Seller

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	  
                /s/    Jenna Kemp
	 	 	 	 	 	 	 	 	
                Name:
                  Jenna Kemp

              
	 	 	 	 	 	 	 	 	
                Title:   Executive
                  Vice President

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

      


      


      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        
          	
                  STATE
                    OF NEW YORK

                	
                  )

                


        

      

      
        
          
            	
                     

                  	
                    ) 
                      ss.:

                  


          

        

      

      
        	
                COUNTY
                  OF NEW YORK

              	
                )

              


      

       

      On
        the
        30th day of April, 2007 before me, a notary public in and for said State,
        personally appeared ___________________________, known to me to be a Vice
        President of Structured Asset Mortgage Investments II Inc., the corporation
        that
        executed the within instrument, and also known to me to be the person who
        executed it on behalf of said corporation, and acknowledged to me that such
        corporation executed the within instrument.

       

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

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      


      


      [Notarial
        Seal]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

        
          
            	
                    STATE
                      OF TEXAS

                  	
                    )

                  


          

        

        
          
            
              	
                       

                    	
                      ) 
                        ss.:

                    


            

          

        

        
          	
                  COUNTY
                    OF DALLAS

                	
                  )

                


        

      

       

      On
        the
        30th day of April, 2007 before me, a notary public in and for said State,
        personally appeared ________________________, known to me to be a EMC Mortgage
        Corporation, the entity that executed the within instrument, and also known
        to
        me to be the person who executed it on behalf of said entity, and acknowledged
        to me that such entity executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day

       

      and
        year
        in this certificate first above written.

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      


      


      [Notarial
        Seal]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
           

          
            
              	
                      
                        STATE
                          OF MARYLAND

                      

                    	
                      )

                    


            

          

          
            
              
                	
                         

                      	
                        ) 
                          ss.:

                      


              

            

          

          
            	
                    COUNTY
                      OF HOWARD

                  	
                    )

                  


          

           

        

      

      On
        the
        30th day of April, 2007 before me, a notary public in and for said State,
        personally appeared _____________________________, known to me to be a(n)
        _____________________of Wells Fargo Bank, N.A., the entity that executed
        the
        within instrument, and also known to me to be the person who executed it
        on
        behalf of said entity, and acknowledged to me that such entity executed the
        within instrument.

       

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

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      


      


      [Notarial
        Seal]

       

      
 

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    EXHIBIT
      A-1

     

    FORM
      OF CLASS A CERTIFICATES AND CLASS X CERTIFICATES

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    [FOR
      THE CLASS [_-A-_]] [THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE
      DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO.
      ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT
      PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
      SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
      PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.]

     

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


    


    
      	
              Certificate
                No. 1

            	
              [Variable]
                Pass-Through Rate

            
	 	 
	
              Class
                [_-A-_] [-X-] Senior

            	 
	 	 
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-off Date: 

              April
                1, 2007

            	
              Aggregate
                Initial [Current Principal] [Notional] Amount of this Senior Certificate
                as of the Cut-off Date: $[_____________]

            
	 	 
	
              First
                Distribution Date:

              May
                25, 2007

            	
              Initial
                [Current Principal] [Notional] Amount of this Senior Certificate
                as of the
                Cut-off Date: $[_____________]

            
	 	 
	
              Master
                Servicer:

              EMC
                Mortgage Corporation

            	
              CUSIP:
                [____________]

            
	 	 
	
              Assumed
                Final Distribution Date:

              May
                25, 2047

            	 
	 	 


    

    BEAR
      STEARNS ARM TRUST 2007-3

    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-3

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      [_-[A]-_] [-X-] Certificates with respect to a Trust Fund consisting primarily
      of a pool of adjustable rate mortgage loans secured by first liens on
      one-to-four family residential properties sold by STRUCTURED ASSET MORTGAGE
      INVESTMENTS II INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Structured Asset Mortgage Investments
      II Inc., the Master Servicer or the Trustee referred to below or any of their
      affiliates or any other person. Neither this Certificate nor the underlying
      Mortgage Loans are guaranteed or insured by any governmental entity or by
      Structured Asset Mortgage Investments II Inc., the Master Servicer or the
      Trustee or any of their affiliates or any other person. None of Structured
      Asset
      Mortgage Investments II Inc., the Master Servicer or any of their affiliates
      will have any obligation with respect to any certificate or other obligation
      secured by or payable from payments on the Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Fractional
      Undivided Interest evidenced hereby in the beneficial ownership interest of
      Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
      primarily consisting of adjustable rate mortgage loans secured by first liens
      on
      one- to four- family residential properties (collectively, the “Mortgage Loans”)
      sold by Structured Asset Mortgage Investments II Inc. (“SAMI II”). The Mortgage
      Loans were sold by EMC Mortgage Corporation (“EMC”) to SAMI II. EMC will act as
      master servicer of the Mortgage Loans (the “Master Servicer,” which term
      includes any successors thereto under the Agreement referred to below). The
      Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
      as
      of the Cut-off Date specified above (the “Agreement”), among SAMI II, as
      depositor (the “Depositor”), EMC, as Master Servicer and seller, and Wells Fargo
      Bank, N.A., as trustee (the “Trustee”), a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      capitalized terms used herein shall have the meaning ascribed to them in the
      Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the [Current Principal]
      [Notional] Amount hereof at a per annum rate equal to the Pass-Through Rate
      as
      described in the Agreement. The Trustee will distribute on the 25th day of
      each
      month, or, if such 25th day is not a Business Day, the immediately following
      Business Day (each, a “Distribution Date”), commencing on the First Distribution
      Date specified above, to the Person in whose name this Certificate is registered
      at the close of business on the last Business Day of the calendar month
      preceding the month of such Distribution Date, an amount equal to the product
      of
      the Fractional Undivided Interest evidenced by this Certificate and the amount
      (of interest [and principal], if any) required to be distributed to the Holders
      of Certificates of the same Class as this Certificate. The Assumed Final
      Distribution Date is the Distribution Date in the month immediately following
      the month of the latest scheduled maturity date of any Mortgage Loan and is
      not
      likely to be the date on which the [Current Principal] [Notional] Amount of
      this
      Class of Certificates will be reduced to zero.

     

    Distributions
      on this Certificate will be made by the Trustee by check mailed to the address
      of the Person entitled thereto as such name and address shall appear on the
      Certificate Register or, if such Person so requests by notifying the Trustee
      in
      writing as specified in the Agreement, by wire transfer. Notwithstanding the
      above, the final distribution on this Certificate will be made after due notice
      by the Trustee of the pendency of such distribution and only upon presentation
      and surrender of this Certificate at the office or agency appointed by the
      Trustee for that purpose and designated in such notice. The Initial [Current
      Principal] [Notional] Amount of this Certificate is set forth above. [The
      Current Principal Amount hereof will be reduced to the extent of distributions
      allocable to principal hereon and any Realized Losses allocable
      hereto.]

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”), issued in nineteen Classes. The
      Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee is
      not
      liable to the Certificateholders for any amount payable under this Certificate
      or the Agreement or, except as expressly provided in the Agreement, subject
      to
      any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer and the Trustee and the rights of the Certificateholders under
      the Agreement from time to time by the parties thereto with the consent of
      the
      Holders of Certificates, evidencing Fractional Undivided Interests aggregating
      not less than 51% of the Trust Fund (or in certain cases, Holders of
      Certificates of affected Classes evidencing such percentage of the Fractional
      Undivided Interests thereof). Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Trustee upon surrender
      of this Certificate for registration of transfer at the offices or agencies
      maintained by the Trustee for such purposes, duly endorsed by, or accompanied
      by
      a written instrument of transfer in form satisfactory to the Trustee duly
      executed by the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates in authorized denominations
      representing a like aggregate Fractional Undivided Interest will be issued
      to
      the designated transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Fractional Undivided Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Trustee may require payment of a sum sufficient to cover
      any tax or other governmental charge payable in connection therewith. The
      Depositor, the Master Servicer, the Trustee and any agent of any of them may
      treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Depositor, the Master Servicer, the
      Trustee or any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of the (A) final payment or other liquidation (or Advance with respect thereto)
      of the last Mortgage Loan remaining in the Trust Fund and (B) disposition of
      all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and the remittance of all funds due under the Agreement, or (ii)
      the optional repurchase by the party named in the Agreement of all the Mortgage
      Loans and other assets of the Trust Fund in accordance with the terms of the
      Agreement. Such optional repurchase may be made only on or after the
      Distribution Date on which the aggregate unpaid principal balance of the
      Mortgage Loans is less than the percentage of the aggregate Outstanding
      Principal Balance specified in the Agreement of the Mortgage Loans at the
      Cut-off Date. The exercise of such right will effect the early retirement of
      the
      Certificates. In no event, however, will the Trust Fund created by the Agreement
      continue beyond the earlier of (i) the expiration of 21 years after the death
      of
      certain persons identified in the Agreement and (ii) the “latest possible
      maturity date” for the Certificates (other than the Class R Certificates)
      specified in Section 5.01(d) of the Agreement.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Trustee by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement, or be valid for any purpose.

     

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

     

    
      	
              Dated:
                April 30, 2007

            	 	
              WELLS
                FARGO BANK, N.A.

              Not
                in its individual capacity but solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [_-[A]-_] [-X-] Certificates referred to in the
      within-mentioned Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              Authorized
                signatory of Wells Fargo Bank N.A., not in its individual capacity
                but
                solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    ASSIGNMENT

     

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

     

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

     

    
      	 
	 
	 


    

    


     

    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

     

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-2

     

    FORM
      OF CLASS B CERTIFICATES

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
      [AND]
      [THE CLASS B-1 CERTIFICATES][,] [AND] [THE CLASS B-2 CERTIFICATES][,] [AND]
      [THE
      CLASS B-3 CERTIFICATES][,] [AND] [THE CLASS B-4 CERTIFICATES][,] [AND] [THE
      CLASS B-5 CERTIFICATES] [AND] [THE CLASS B-6 CERTIFICATES] AS DESCRIBED IN
      THE
      AGREEMENT (AS DEFINED BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”). 

     

    THE
      CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
      PAYMENTS HEREON AND ANY REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING
      THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS
      CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
      ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY
      OF THE TRUSTEE NAMED HEREIN.

     

    [FOR
      CLASS B-1, CLASS B-2, CLASS B-3 AND CLASS B-4] [UNLESS THIS CERTIFICATE IS
      PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO
      THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, ANY
      CERTIFICATE ISSUED WILL BE REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
      OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY AND ANY PAYMENT WILL BE MADE TO CEDE & CO. ANY TRANSFER, PLEDGE OR
      OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
      THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.]

     

    [FOR
      CLASS B-1, CLASS B-2, CLASS B-3 AND CLASS B-4] [EACH BENEFICIAL OWNER OF THIS
      CERTIFICATE OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS SET FORTH IN SECTION 5.07 OF THE
      AGREEMENT.]

     

    [FOR
      CLASS B-5, CLASS B-6 AND CLASS B-7] [THIS CERTIFICATE HAS NOT BEEN AND WILL
      NOT
      BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
      CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED
      OR
      OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
      APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
      (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
      INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR
      ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
      HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
      IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
      REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR
      (3)
      IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE
      MEANING THEREOF IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
      ACT
      OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS
      PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT
      TO
      (A) THE RECEIPT BY THE
      TRUSTEE OF
      A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT
      BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH
      REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT
      AND
      OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
      SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
      JURISDICTION.]

     

    [FOR
      CLASS B-5, CLASS B-6 AND CLASS B-7] [THIS CERTIFICATE MAY NOT BE ACQUIRED
      DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE
      CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT
      THE
      PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
      AND
      OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED
      TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED
      TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION
      CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 OR PTCE 96-23
      AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE
      DEPOSITOR, THE TRUSTEE, OR THE MASTER SERVICER, WHICH WILL BE DEEMED REPRESENTED
      BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS THE
      OPINION SPECIFIED IN SECTION 5.07 OF THE AGREEMENT IS PROVIDED.]


    


    
      	
              Certificate
                No. 1

            	
              Variable
                Pass-Through Rate

            
	 	 
	
              Class
                [B-1][B-2][B-3][B-4][B-5][B-6][B-7] Subordinate

            	 
	 	 
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-off Date:

              April
                1, 2007

            	
              Aggregate
                Initial Current Principal Amount of this Subordinate Certificate
                as of the
                Cut-off Date: $[_________]

            
	 	 
	
              First
                Distribution Date:

              May
                25, 2007

            	
              Initial
                Current Principal Amount of this Subordinate Certificate as of the
                Cut-off
                Date: $[_________]

            
	 	 
	
              Master
                Servicer:

              EMC
                Mortgage Corporation

            	
              CUSIP:
                [____________]

            
	 	 
	
              Assumed
                Final Distribution Date:

              May
                25, 2047

            	
               

            
	 	 


    

    BEAR
      STEARNS ARM TRUST 2007-3

    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-3

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      [B-1][B-2][B-3][B-4][B-5][B-6][B-7] Certificates with respect to a Trust Fund
      consisting primarily of a pool of adjustable rate mortgage loans secured by
      first liens on one-to-four family residential properties sold by STRUCTURED
      ASSET MORTGAGE INVESTMENTS II INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Structured Asset Mortgage Investments
      II Inc., the Master Servicer or the Trustee referred to below or any of their
      affiliates or any other person. Neither this Certificate nor the underlying
      Mortgage Loans are guaranteed or insured by any governmental entity or by
      Structured Asset Mortgage Investments II Inc., the Master Servicer or the
      Trustee or any of their affiliates or any other person. None of Structured
      Asset
      Mortgage Investments II Inc., the Master Servicer or any of their affiliates
      will have any obligation with respect to any certificate or other obligation
      secured by or payable from payments on the Certificates.

     

    This
      certifies that [Cede & Co.][ Bear, Stearns Securities Corp.] is the
      registered owner of the Fractional Undivided Interest evidenced hereby in the
      beneficial ownership interest of Certificates of the same Class as this
      Certificate in a trust (the “Trust Fund”) primarily consisting of adjustable
      rate mortgage loans secured by first liens on one- to four- family residential
      properties (collectively, the “Mortgage Loans”) sold by Structured Asset
      Mortgage Investments II Inc. (“SAMI II”). The Mortgage Loans were sold by EMC
      Mortgage Corporation (“EMC”) to SAMI II. EMC will act as master servicer of the
      Mortgage Loans (the “Master Servicer,” which term includes any successors
      thereto under the Agreement referred to below). The Trust Fund was created
      pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
      specified above (the “Agreement”), among SAMI II, as depositor (the
“Depositor”), EMC, as Master Servicer and seller, and Wells Fargo Bank, N.A., as
      trustee (the “Trustee”), a summary of certain of the pertinent provisions of
      which is set forth hereafter. To the extent not defined herein, capitalized
      terms used herein shall have the meaning ascribed to them in the Agreement.
      This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of its acceptance hereof assents and by which such Holder is
      bound.

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Current Principal
      Amount hereof at a per annum rate equal to the Pass-Through Rate as described
      in
      the Agreement. The Trustee will distribute on the 25th day of each month, or,
      if
      such 25th day is not a Business Day, the immediately following Business Day
      (each, a “Distribution Date”), commencing on the First Distribution Date
      specified above, to the Person in whose name this Certificate is registered
      at
      the close of business on the last Business Day of the calendar month preceding
      the month of such Distribution Date, an amount equal to the product of the
      Fractional Undivided Interest evidenced by this Certificate and the amount
      (of
      interest and principal, if any) required to be distributed to the Holders of
      Certificates of the same Class as this Certificate. The Assumed Final
      Distribution Date is the Distribution Date in the month immediately following
      the month of the latest scheduled maturity date of any Mortgage Loan and is
      not
      likely to be the date on which the Current Principal Amount of this Class of
      Certificates will be reduced to zero.

     

    Distributions
      on this Certificate will be made by the Trustee by check mailed to the address
      of the Person entitled thereto as such name and address shall appear on the
      Certificate Register or, if such Person so requests by notifying the Trustee
      in
      writing as specified in the Agreement, by wire transfer. Notwithstanding the
      above, the final distribution on this Certificate will be made after due notice
      by the Trustee of the pendency of such distribution and only upon presentation
      and surrender of this Certificate at the office or agency appointed by the
      Trustee for that purpose and designated in such notice. The Initial Current
      Principal Amount of this Certificate is set forth above. The Current Principal
      Amount hereof will be reduced to the extent of distributions allocable to
      principal hereon and any Realized Losses allocable hereto.

     

    [For
      Class B-5, Class B-6 and Class B-7] [No transfer of this Class [B-5][B-6][B-7]
      Certificate will be made unless such transfer is (i) exempt from the
      registration requirements of the Securities act of 1933, as amended, and any
      applicable state securities laws or is made in accordance with said Act and
      laws
      and (ii) made in accordance with Section 5.02 of the Agreement. In the event
      that such transfer is to be made the Trustee shall register such transfer if,
      (i) made to a transferee who has provided the Trustee with evidence as to its
      QIB status; or (ii) (A) the transferor has advised the Trustee in writing that
      the Certificate is being transferred to an Institutional Accredited Investor
      and
      (B) prior to such transfer the transferee furnishes to the Trustee an Investment
      Letter; provided that if based upon an Opinion of Counsel to the effect that
      (A)
      and (B) above are not sufficient to confirm that such transfer is being made
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the Securities Act and other applicable laws,
      the
      Trustee shall as a condition of the registration of any such transfer require
      the transferor to furnish such other certifications, legal opinions or other
      information prior to registering the transfer of this Certificate as shall
      be
      set forth in such Opinion of Counsel.]

     

    [For
      Class B-1, Class B-2, Class B-3 and Class B-4] [Each beneficial owner of this
      Certificate or any interest herein shall be deemed to have made the
      representations set forth in Section 5.07 of the Agreement.]

     

    [For
      Class B-5, Class B-7 and Class B-7] [This Certificate may not be acquired
      directly or indirectly by, or on behalf of, an employee benefit plan or other
      retirement arrangement which is subject to Title I of the Employee Retirement
      Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue
      Code of 1986, as amended, unless the transferee certifies or represents that
      the
      proposed transfer and holding of a Certificate and the servicing, management
      and
      operation of the trust and its assets: (i) will not result in any prohibited
      transaction which is not covered under an individual or class prohibited
      transaction exemption, including, but not limited to, Prohibited Transaction
      Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE 96-23
      and (ii) will not give rise to any additional obligations on the part of the
      Depositor, the Master Servicer or the Trustee, which will be deemed represented
      by an owner of a Book-Entry Certificate or a Global Certificate or unless the
      opinion specified in section 5.07 of the Agreement is provided.]

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”), issued in nineteen Classes.
      The Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee is
      not
      liable to the Certificateholders for any amount payable under this Certificate
      or the Agreement or, except as expressly provided in the Agreement, subject
      to
      any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer and the Trustee and the rights of the Certificateholders under
      the Agreement from time to time by the parties thereto with the consent of
      the
      Holders of Certificates, evidencing Fractional Undivided Interests aggregating
      not less than 51% of the Trust Fund (or in certain cases, Holders of
      Certificates of affected Classes evidencing such percentage of the Fractional
      Undivided Interests thereof). Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Trustee upon surrender
      of this Certificate for registration of transfer at the offices or agencies
      maintained by the Trustee for such purposes, duly endorsed by, or accompanied
      by
      a written instrument of transfer in form satisfactory to the Trustee duly
      executed by the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates in authorized denominations
      representing a like aggregate Fractional Undivided Interest will be issued
      to
      the designated transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Fractional Undivided Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Trustee may require payment of a sum sufficient to cover
      any tax or other governmental charge payable in connection therewith. The
      Depositor, the Master Servicer, the Trustee and any agent of any of them may
      treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Depositor, the Master Servicer, the
      Trustee or any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of the (A) final payment or other liquidation (or Advance with respect thereto)
      of the last Mortgage Loan remaining in the Trust Fund and (B) disposition of
      all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and the remittance of all funds due under the Agreement, or (ii)
      the optional repurchase by the party named in the Agreement of all the Mortgage
      Loans and other assets of the Trust Fund in accordance with the terms of the
      Agreement. Such optional repurchase may be made only on or after the
      Distribution Date on which the aggregate unpaid principal balance of the
      Mortgage Loans is less than the percentage of the aggregate Outstanding
      Principal Balance specified in the Agreement of the Mortgage Loans at the
      Cut-off Date. The exercise of such right will effect the early retirement of
      the
      Certificates. In no event, however, will the Trust Fund created by the Agreement
      continue beyond the earlier of (i) the expiration of 21 years after the death
      of
      certain persons identified in the Agreement and (ii) the “latest possible
      maturity date” for the Certificates (other than the Class R Certificates)
      specified in Section 5.01(d) of the Agreement.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Trustee by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement, or be valid for any purpose.

     

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

     

    
      	
              Dated:
                April 30, 2007

            	 	
              WELLS
                FARGO BANK, N.A.

              Not
                in its individual capacity but solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [B-1][B-2][B-3][B-4][B-5][B-6][B-7] Certificates referred
      to in
      the within-mentioned Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              Authorized
                signatory of Wells Fargo Bank, N.A., not in its individual capacity
                but
                solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

     

    ASSIGNMENT

     

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

     

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

     

    
      	 
	 
	 


    

    


     

    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-3

     

    FORM
      OF CLASS R CERTIFICATES

     

    THIS
      CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON,
      A
      PUBLICLY TRADED PARTNERSHIP OR A DISQUALIFIED ORGANIZATION (AS DEFINED
      BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
      AN
      EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
      I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
      4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED
      TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT
      OF
      THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER AND ON WHICH THEY MAY RELY
      (WHICH SHALL NOT BE AT THE EXPENSE OF THE TRUSTEE) WHICH IS ACCEPTABLE TO THE
      TRUSTEE, THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT RESULT IN OR CONSTITUTE
      A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE LAW AND
      WILL
      NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE SELLER, THE
      MASTER SERVICER, ANY SERVICER OR THE TRUSTEE.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND
      THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
      OR
      POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
      AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
      WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
      FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
      GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
      OR
      ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
      (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
      WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
      ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
      THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
      INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
      1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
      775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
      (B),
      (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
      (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) SUCH TRANSFEREE IS A UNITED
      STATES PERSON UNDER SECTION 7701 OF THE CODE, (3) NO PURPOSE OF SUCH TRANSFER
      IS
      TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (4) SUCH TRANSFEREE SATISFIES
      CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
      PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
      REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
      A
      DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON OR AN AGENT OF A
      DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, SUCH REGISTRATION
      SHALL
      BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
      NOT
      BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
      NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
      OF
      THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
      CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

    


    
      	
              Certificate
                No. 1

            	 
	 	 
	
              Class
                [R-I] [R-II] [R-III]

            	 
	 	 
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-off Date:

              April
                1, 2007

            	
              Aggregate
                Initial Current Principal Amount of this Certificate as of the Cut-off
                Date:

              $___________

            
	 	 
	
              First
                Distribution Date:

              May
                25, 2007

            	
              Initial
                Current Principal Amount of this Certificate as of the Cut-off Date:
                $_________

            
	 	 
	
              Master
                Servicer:

              EMC
                Mortgage Corporation

            	
              CUSIP:
                [_____________]

            
	 	 
	
              Assumed
                Final Distribution Date:

              May
                25, 2047

            	 
	 	 


    

    BEAR
      STEARNS ARM TRUST 2007-3

    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-3

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      [R-I] [R-II] [R-III] Certificates with respect to a Trust Fund consisting
      primarily of a pool of adjustable rate mortgage loans secured by first liens
      on
      one-to-four family residential properties sold by STRUCTURED ASSET MORTGAGE
      INVESTMENTS II INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Structured Asset Mortgage Investments
      II Inc., the Master Servicer or the Trustee referred to below or any of their
      affiliates or any other person. Neither this Certificate nor the underlying
      Mortgage Loans are guaranteed or insured by any governmental entity or by
      Structured Asset Mortgage Investments II Inc., the Master Servicer or the
      Trustee or any of their affiliates or any other person. None of Structured
      Asset
      Mortgage Investments II Inc., the Master Servicer or any of their affiliates
      will have any obligation with respect to any certificate or other obligation
      secured by or payable from payments on the Certificates.

     

    This
      certifies that Bear, Stearns Securities Corp. is the registered owner of the
      Fractional Undivided Interest evidenced hereby in the beneficial ownership
      interest of Certificates of the same Class as this Certificate in a trust (the
      “Trust Fund”) primarily consisting of adjustable rate mortgage loans secured by
      first liens on one- to four- family residential properties (collectively, the
      “Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“SAMI
      II”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to SAMI
      II. EMC will act as master servicer of the Mortgage Loans (the “Master
      Servicer,” which term includes any successors thereto under the Agreement
      referred to below). The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among SAMI II, as depositor (the “Depositor”), EMC, as Master
      Servicer and seller, and Wells Fargo Bank, N.A., as trustee (the “Trustee”), a
      summary of certain of the pertinent provisions of which is set forth hereafter.
      To the extent not defined herein, capitalized terms used herein shall have
      the
      meaning ascribed to them in the Agreement. This Certificate is issued under
      and
      is subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of its acceptance hereof
      assents and by which such Holder is bound.

     

    The
      Trustee will distribute on the 25th day of each month, or, if such 25th day
      is
      not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered at the close of
      business on the last Business Day of the calendar month preceding the month
      of
      such Distribution Date, an amount equal to the product of the Fractional
      Undivided Interest evidenced by this Certificate and the amount (of principal,
      if any) required to be distributed to the Holders of Certificates of the same
      Class as this Certificate. The Assumed Final Distribution Date is the
      Distribution Date in the month immediately following the month of the latest
      scheduled maturity date of any Mortgage Loan and is not likely to be the date
      on
      which the Current Principal Amount of this Class of Certificates will be reduced
      to zero.

     

    Distributions
      on this Certificate will be made by the Trustee by check mailed to the address
      of the Person entitled thereto as such name and address shall appear on the
      Certificate Register or, if such Person so requests by notifying the Trustee
      in
      writing as specified in the Agreement, by wire transfer. Notwithstanding the
      above, the final distribution on this Certificate will be made after due notice
      by the Trustee of the pendency of such distribution and only upon presentation
      and surrender of this Certificate at the office or agency appointed by the
      Trustee for that purpose and designated in such notice. The Initial Current
      Principal Amount of this Certificate is set forth above. The Current Principal
      Amount hereof will be reduced to the extent of distributions allocable to
      principal hereon and any Realized Losses allocable hereto.

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions set forth in the Agreement to the effect that (i) each person
      holding or acquiring any Ownership Interest in this Certificate must be a United
      States Person and a Permitted Transferee, (ii) the transfer of any Ownership
      Interest in this Certificate will be conditioned upon the delivery to the
      Depositor and the Trustee of, among other things, an affidavit to the effect
      that it is a United States Person and Permitted Transferee, (iii) any attempted
      or purported transfer of any Ownership Interest in this Certificate in violation
      of such restrictions will be absolutely null and void and will vest no rights
      in
      the purported transferee, and (iv) if any person other than a United States
      Person and a Permitted Transferee acquires any Ownership Interest in this
      Certificate in violation of such restrictions, then the Depositor will have
      the
      right, in its sole discretion and without notice to the Holder of this
      Certificate, to sell this Certificate to a purchaser selected by the Depositor,
      which purchaser may be the Depositor, or any affiliate of the Depositor, on
      such
      terms and conditions as the Depositor may choose.

     

    This
      certificate may not be acquired directly or indirectly by, or on behalf of,
      an
      employee benefit plan or other retirement arrangement which is subject to Title
      I of the Employee Retirement Income Security Act of 1974, as amended, or Section
      4975 of the Internal Revenue Code of 1986, as amended, unless the proposed
      transferee provides the Trustee with an opinion of counsel for the benefit
      of
      the Depositor, Master Servicer and the Trustee and on which they may rely (which
      shall not be at the expense of the Trustee) which is acceptable to the Trustee,
      that the purchase of this Certificate will not result in or constitute a
      nonexempt prohibited transaction, is permissible under applicable law and will
      not give rise to any additional obligations on the part of the Seller, the
      Master Servicer, any Servicer or the Trustee.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”), issued in nineteen Classes.
      The Certificates, in the aggregate, evidence the entire beneficial ownership
      interest in the Trust Fund formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee is
      not
      liable to the Certificateholders for any amount payable under this Certificate
      or the Agreement or, except as expressly provided in the Agreement, subject
      to
      any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer and the Trustee and the rights of the Certificateholders under
      the Agreement from time to time by the parties thereto with the consent of
      the
      Holders of Certificates, evidencing Fractional Undivided Interests aggregating
      not less than 51% of the Trust Fund (or in certain cases, Holders of
      Certificates of affected Classes evidencing such percentage of the Fractional
      Undivided Interests thereof). Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Trustee upon surrender
      of this Certificate for registration of transfer at the offices or agencies
      maintained by the Trustee for such purposes, duly endorsed by, or accompanied
      by
      a written instrument of transfer in form satisfactory to the Trustee duly
      executed by the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates in authorized denominations
      representing a like aggregate Fractional Undivided Interest will be issued
      to
      the designated transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Fractional Undivided Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Trustee may require payment of a sum sufficient to cover
      any tax or other governmental charge payable in connection therewith. The
      Depositor, the Master Servicer, the Trustee and any agent of any of them may
      treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Depositor, the Master Servicer, the
      Trustee or any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of the (A) final payment or other liquidation (or Advance with respect thereto)
      of the last Mortgage Loan remaining in the Trust Fund and (B) disposition of
      all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and the remittance of all funds due under the Agreement, or (ii)
      the optional repurchase by the party named in the Agreement of all the Mortgage
      Loans and other assets of the Trust Fund in accordance with the terms of the
      Agreement. Such optional repurchase may be made only on or after the
      Distribution Date on which the aggregate unpaid principal balance of the
      Mortgage Loans is less than the percentage of the aggregate Outstanding
      Principal Balance specified in the Agreement of the Mortgage Loans at the
      Cut-off Date. The exercise of such right will effect the early retirement of
      the
      Certificates. In no event, however, will the Trust Fund created by the Agreement
      continue beyond the earlier of (i) the expiration of 21 years after the death
      of
      certain persons identified in the Agreement and (ii) the “latest possible
      maturity date” for the Certificates (other than the Class R Certificates)
      specified in Section 5.01(d) of the Agreement.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Trustee by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement, or be valid for any purpose.

     

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

     

    
      	
              Dated:
                April 30, 2007

            	 	
              WELLS
                FARGO BANK, N.A.

              Not
                in its individual capacity but solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [R-I] [R-II] [R-III] Certificates referred to in the
      within-mentioned Agreement.

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              Authorized
                signatory of Wells Fargo Bank, N.A., not in its individual capacity
                but
                solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    ASSIGNMENT

     

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

     

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

     

    
      	 
	 
	 


    

    


     

    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    EXHIBIT
      B

     

    MORTGAGE
      LOAN SCHEDULE


     

     

               LOAN_SEQ           CITY1                                                     ZIP_CODE
           17020574         OCEANSIDE                                                    92057
           17020737         DALY CITY                                                    94014
           17020575         SAN JOSE                                                     95123
           17020498         LAS VEGAS                                                    89135
           17020499         SUNNYVALE                                                    94089
           17020820         SANTA BARBARA                                                93110
           17020821         PONTE VEDRA BEACH                                            32082
           17020660         ALPHARETTA                                                   30005
           17020822         REHOBOTH BEACH                                               19971
           17020661         NIPOMO                                                       93444
           17020823         LA CANADA FLINTRIDGE                                         91011
           17020662         PEORIA                                                       85383
           17020824         GOLETA                                                       93117
           17020663         PEORIA                                                       85383
           17020825         CHICAGO                                                      60647
           17020664         LAGUNA NIGUEL                                                92677
           17020826         FAIRFAX STATION                                              22039
           17020665         TUSTIN                                                       92782
           17020827         PALMDALE                                                     93551
           17020828         LONG BEACH                                                   90815
           17020667         FULLERTON                                                    92833
           17020829         BELLINGHAM                                                   98229
           17020668         CAMBRIA                                                      93428
           17020669         CORONA                                                       92883
           17020830         BOYNTON BEACH                                                33437
           17020831         SAN FRANCISCO                                                94112
           17020670         LA QUINTA                                                    92253
           17020832         NAPA                                                         94558
           17020833         TORRANCE                                                     90504
           17020671         SONOMA                                                       95476
           17020834         PASADENA                                                     91107
           17020672         SOQUEL                                                       95073
           17020835         PASADENA                                                     91104
           17020673         LOS ANGELES                                                  91403
           17020836         LOS ANGELES                                                  91040
           17020674         SANTA ANA                                                    92703
           17020837         CAMPBELL                                                     95008
           17020675         SCOTTSDALE                                                   85255
           17020838         ADAIRSVILLE                                                  30103
           17020676         LAS VEGAS                                                    89141
           17020839         MANHATTAN BEACH                                              90266
           17020677         SANTA ANA                                                    92707
           17020678         ANAHEIM                                                      92804
           17020679         PRESCOTT                                                     86305
           17020840         TEMECULA                                                     92591
           17020841         SOUTH SAN FRANCISCO                                          94080
           17020842         LOS ANGELES                                                  90025
           17020680         LONG BEACH                                                   90813
           17020843         VENICE                                                       90291
           17020681         POMONA                                                       91766
           17020844         LOS ANGELES                                                  90025
           17020682         FRESNO                                                       93722
           17020845         GLENDALE                                                     91203
           17020683         SENECA                                                       29672
           17020846         LOS ANGELES                                                  91356
           17020684         MESA                                                         85207
           17020685         RANCHO SANTA MARGARITA                                       92688
           17020848         GLENDALE                                                     91202
           17020686         LOS ANGELES                                                  90004
           17020849         SCOTTSDALE                                                   85262
           17020687         LA CRESCENTA AREA                                            91214
           17020688         SANTA CLARA                                                  95051
           17020689         SUISUN CITY                                                  94585
           17020850         OAK PARK                                                     91377
           17020657         BRENTWOOD                                                    94513
           17020495         MT VERNON                                                    98274
           17020819         TAHUYA                                                       98588
           17020658         PEORIA                                                       85383
           17020496         NEW CANAAN                                                   06840
           17020659         MISSION VIEJO                                                92692
           17020497         GEORGETOWN                                                   01833
           17020492         TUSTIN                                                       92782
           17020816         ROSEVILLE                                                    95747
           17020655         RANCHO MIRAGE                                                92270
           17020493         WOODBRIDGE                                                   22193
           17020817         WEST COVINA                                                  91791
           17020656         SANTA CLARA                                                  95051
           17020494         FRANKLIN                                                     37064
           17020812         ELLICOTT CITY                                                21043
           17020651         BROOMFIELD                                                   80020
           17020813         MESA                                                         85207
           17020814         MILTON                                                       02186
           17020652         BOULDER                                                      80301
           17020490         CORONA                                                       92881
           17020491         SAN DIEGO                                                    92129
           17020815         SANTA ROSA                                                   95401
           17020654         SANTA ROSA                                                   95404
           17020500         GREENWICH                                                    06831
           17020501         OCEAN ISLE BEACH                                             28469
           17020502         PHOENIX                                                      85018
           17020503         CHURCHVILLE                                                  18966
           17020504         GIG HARBOR                                                   98332
           17020505         HENDERSON                                                    89052
           17020506         OXNARD                                                       93030
           17020507         GILBERT                                                      85233
           17020508         SAN JOSE                                                     95135
           17020509         CUPERTINO                                                    95014
           17020510         HAYMARKET                                                    20169
           17020511         VAIL                                                         81657
           17020512         PETALUMA                                                     94954
           17020513         SANTA CRUZ                                                   95060
           17020514         BRISTOW                                                      20136
           17020515         PHOENIX                                                      85045
           17020516         BUENA PARK                                                   90621
           17020517         LAFAYETTE                                                    80026
           17020518         ALEXANDRIA                                                   22309
           17020519         KENSINGTON                                                   20895
           17020520         SAN JOSE                                                     95126
           17020521         SAN JOSE                                                     95128
           17020522         MESA                                                         85215
           17020523         MANASSAS                                                     20112
           17020524         CHANTILLY                                                    20152
           17020525         SAN JOSE                                                     95123
           17020526         NIPOMO                                                       93444
           17020527         SHINGLE SPRINGS                                              95682
           17020528         ALEXANDRIA                                                   22309
           17020529         ASHBURN                                                      20147
           17020530         ROCHESTER HILLS                                              48306
           17020531         CAMANO ISLAND                                                98282
           17020532         SAN CLEMENTE                                                 92673
           17020533         KENMORE                                                      98028
           17020534         CHICAGO                                                      60614
           17020535         LEXINGTON                                                    02421
           17020536         FORT MYERS                                                   33967
           17020537         GREEN BAY                                                    54311
           17020538         COLLEYVILLE                                                  76034
           17020539         MILLBRAE                                                     94030
           17020700         LOS ANGELES                                                  90015
           17020701         ANAHEIM                                                      92805
           17020702         RANCHO CUCAMONGA                                             91737
           17020540         SANTA CLARA                                                  95051
           17020703         PACIFIC BEACH                                                98571
           17020541         HUNTINGTON BEACH                                             92648
           17020704         PETALUMA                                                     94954
           17020542         SAN FRANCISCO                                                94116
           17020705         SAN JOSE                                                     95120
           17020543         LENEXA                                                       66220
           17020706         SALT LAKE CITY                                               84109
           17020544         BUENA PARK                                                   90621
           17020707         ROSEMOUNT                                                    55068
           17020545         NORTH BEND                                                   97459
           17020708         MARINA DEL REY                                               90292
           17020546         LOS ANGELES                                                  90039
           17020547         SAN CLEMENTE                                                 92673
           17020385         MEDFIELD                                                     02052
           17020548         ORO VALLEY                                                   85755
           17020386         SUNNYVALE                                                    94086
           17020549         LONGMONT                                                     80503
           17020387         HAYMARKET                                                    20169
           17020388         SAN DIEGO                                                    92116
           17020389         SAN CLEMENTE                                                 92673
           17020710         CHELMSFORD                                                   01824
           17020711         SAN DIEGO                                                    92106
           17020550         FAIRFAX                                                      22031
           17020712         BUENA PARK                                                   90620
           17020551         NEWMARK                                                      94560
           17020713         SIMI VALLEY                                                  93063
           17020714         CITY OF HUNTINGTON BEACH                                     92647
           17020552         JERSEY CITY                                                  07302
           17020715         LOS ALTOS                                                    94022
           17020553         LAGUNA NIGUEL                                                92677
           17020391         DUBLIN                                                       94568
           17020392         UPPER MARLBORO                                               20774
           17020554         YORBA LINDA                                                  92887
           17020716         ANTIOCH                                                      94509
           17020717         SOMIS                                                        93066
           17020555         ST GEORGE                                                    84790
           17020393         APEX                                                         27539
           17020718         LA QUINTA                                                    92253
           17020556         SAN RAFAEL                                                   94901
           17020394         SUGAR GROVE                                                  60554
           17020395         HIGHLANDS RANCH                                              80126
           17020557         LORTON                                                       22079
           17020719         DENVER                                                       80206
           17020558         LOS ANGELES                                                  90062
           17020397         SPRINGDALE                                                   72762
           17020559         VALLEJO                                                      94591
           17020398         TEMPE                                                        85284
           17020399         VISALIA                                                      93291
           17020720         PHOENIX                                                      85013
           17020721         PHOENIX                                                      85054
           17020722         NORTHRIDGE                                                   91326
           17020560         SAN FRANCISCO                                                94132
           17020723         RANCHO MIRAGE                                                92270
           17020561         FORSYTH                                                      31029
           17020724         SAN CLEMENTE                                                 92673
           17020562         SAN CLEMENTE                                                 92672
           17020725         SUFFOLK                                                      23435
           17020563         GRANADA HILLS                                                91344
           17020726         SAN DIEGO                                                    92130
           17020564         SAN BRUNO                                                    94066
           17020727         SOUTH LAKE TAHOE                                             96150
           17020565         NORTH WILDWOOD                                               08260
           17020728         FLUSHING                                                     11355
           17020566         AUBURN                                                       95602
           17020729         NEW YORK                                                     10036
           17020567         PARK CITY                                                    84060
           17020568         HERCULES                                                     94547
           17020569         LAS VEGAS                                                    89141
           17020730         TRACY                                                        95376
           17020731         LADERA RANCH AREA                                            92694
           17020732         COS COB                                                      06807
           17020570         SAN GABRIEL AREA                                             91775
           17020733         FREMONT                                                      94536
           17020571         CAMARILLO                                                    93010
           17020734         MIRAMAR                                                      33029
           17020572         SOUTH RIDING                                                 20152
           17020735         TAVERNIER                                                    33070
           17020573         EDWARDS                                                      81632
           17020736         OAKLAND                                                      94601
           17020487         CAMARILLO                                                    93010
           17020488         SHERMAN OAKS                                                 91411
           17020489         SAN LEANDRO                                                  94577
           17020810         VAN NUYS                                                     91405
           17020811         LOS ANGELES                                                  91335
           17020650         IRVINE                                                       92620
           17020791         COPPELL                                                      75019
           17020792         LOS ANGELES                                                  90025
           17020793         MURRIETA                                                     92563
           17020794         NEW MILFORD                                                  06776
           17020795         WASHINGTON                                                   20016
           17020796         HUNTINGTON BEACH                                             92648
           17020797         LA MIRADA                                                    90638
           17020798         AGOURA                                                       91301
           17020799         LONG BEACH                                                   90814
           17020790         BRENTWOOD                                                    94513
           17020646         THOUSAND OAKS                                                91362
           17020484         LEESBURG                                                     20175
           17020808         BEVERLY HILLS                                                90210
           17020647         BASKING RIDGE                                                07920
           17020485         CHESAPEAKE                                                   23322
           17020809         LA CRESCENTA AREA                                            91214
           17020648         CHULA VISTA                                                  91914
           17020486         ROSEVILLE                                                    95661
           17020649         HERMOSA BEACH                                                90254
           17020781         CERRITOS                                                     90703
           17020782         TORRANCE                                                     90501
           17020783         SANTA ANA                                                    92707
           17020784         SAN JOSE                                                     95123
           17020785         LEESBURG                                                     20176
           17020786         SANTA CLARA                                                  95050
           17020787         LITTLE COMPTON                                               02837
           17020788         DIAMOND BAR                                                  91765
           17020789         ALISO VIEJO                                                  92656
           17020612         AREA OF CASTAIC                                              91384
           17020450         SAN JOSE                                                     95126
           17020613         LOS ANGELES                                                  90065
           17020451         EDWARDS                                                      81632
           17020614         NORTHRIDGE AREA LOS ANGEL                                    91326
           17020452         CORONA                                                       92880
           17020615         FRESNO                                                       93704
           17020453         WILLIAMSPORT                                                 21795
           17020616         FREMONT                                                      94555
           17020454         SAVANNAH                                                     31406
           17020617         MISSION VIEJO                                                92694
           17020455         RANDOLPH                                                     07869
           17020456         SUDBURY                                                      01776
           17020618         RANCHO CUCAMONGA                                             91730
           17020619         WINCHESTER                                                   92596
           17020457         NORTH ATTLEBORO                                              02760
           17020458         CHICAGO                                                      60605
           17020459         TUSTIN                                                       92780
           17020620         BOWIE                                                        20721
           17020621         ALEXANDRIA                                                   22312
           17020622         WALDORF                                                      20603
           17020460         SAN JOSE                                                     95116
           17020623         REDMOND                                                      98052
           17020461         SANDY SPRING                                                 20860
           17020624         SCOTTSDALE                                                   85259
           17020462         SCOTTSDALE                                                   85259
           17020625         SAN RAMON                                                    94583
           17020463         SUNNYVALE                                                    94089
           17020626         CHULA VISTA                                                  91911
           17020464         WARRENTON                                                    20187
           17020627         KEY WEST                                                     33040
           17020465         DUXBURY                                                      02332
           17020628         LOS OSOS                                                     93402
           17020466         JACKSON                                                      83001
           17020629         CAMARILLO                                                    93010
           17020467         CHICAGO                                                      60657
           17020468         GREAT FALLS                                                  22066
           17020469         ANNAPOLIS                                                    21401
           17020630         SUNNYVALE                                                    94086
           17020631         SIMI VALLEY                                                  93065
           17020632         FAIRFAX                                                      94930
           17020470         IRVINE                                                       92603
           17020633         SCOTTSDALE                                                   85260
           17020471         OMAHA                                                        68122
           17020634         SAN MARCOS                                                   92078
           17020472         RANDOLPH                                                     07869
           17020635         CHICO                                                        95926
           17020473         BRENTWOOD                                                    94513
           17020636         SEATTLE                                                      98199
           17020474         FAIRFAX                                                      22030
           17020637         IRVINE                                                       92620
           17020475         ISSAQUAH                                                     98029
           17020638         UPPER MARLBORO                                               20774
           17020476         STRATFORD                                                    06615
           17020477         LOS ANGELES                                                  90036
           17020478         PLEASANTON                                                   94588
           17020479         DENVER                                                       80222
           17020800         SARATOGA                                                     95070
           17020801         SAN RAFAEL                                                   94901
           17020640         CASTLE ROCK                                                  80108
           17020802         LORTON                                                       22079
           17020641         SCOTTSDALE                                                   85262
           17020803         VAL VERDE                                                    91384
           17020642         THOUSAND OAKS                                                91362
           17020480         CHARLOTTE                                                    28277
           17020804         WEST HOLLYWOOD                                               90046
           17020643         EAGLE                                                        83616
           17020481         SOUTH RIDING                                                 20152
           17020805         AMBLER                                                       19002
           17020644         DUBLIN                                                       94568
           17020482         LOS ANGELES                                                  90034
           17020806         SAN JOSE                                                     95111
           17020645         IRVINE                                                       92620
           17020483         CAROLINA BEACH                                               28428
           17020807         ANAHEIM                                                      92804
           17020436         BUENA PARK                                                   90621
           17020437         OAKLEY                                                       94561
           17020438         ROCKLIN                                                      95765
           17020439         HENDERSON                                                    89044
           17020600         GARDENA                                                      90248
           17020601         PIEDMONT                                                     94611
           17020602         SAN PABLO                                                    94806
           17020440         DOWNEY                                                       90241
           17020603         LORTON                                                       22079
           17020441         GREEN OAKS                                                   60048
           17020604         LADERA RANCH AREA                                            92694
           17020442         FT MYERS                                                     33908
           17020605         RESTON                                                       20190
           17020606         HALF MOON BAY                                                94019
           17020444         BRISTOW                                                      20136
           17020607         SCOTTSDALE                                                   85260
           17020445         LOS ANGELES                                                  90048
           17020608         SAN LEANDRO                                                  94577
           17020446         SUNNYVALE                                                    94089
           17020609         RANCHO CORDOVA                                               95742
           17020447         BOYDS                                                        20841
           17020448         ROSEVILLE                                                    95747
           17020449         FULTON                                                       20759
           17020610         LOS ANGELES                                                  90019
           17020611         BRENTWOOD                                                    94513
           17020771         SALINAS                                                      93901
           17020772         RIVERSIDE                                                    92504
           17020773         HOLLISTER                                                    95023
           17020774         ELGIN                                                        60124
           17020775         PHOENIX                                                      85028
           17020777         CANYON LAKE                                                  92587
           17020778         PALM SPRINGS                                                 92262
           17020779         PALM SPRINGS                                                 92264
           17020780         LONG BEACH                                                   90803
           17020400         VERNON HILLS                                                 60061
           17020401         SEAL BEACH                                                   90740
           17020402         CORONA                                                       92880
           17020403         OXNARD                                                       93035
           17020404         SAN DIEGO                                                    92127
           17020405         SEATTLE                                                      98144
           17020406         LAGUNA NIGUEL                                                92677
           17020407         ENGLEWOOD CLIFFS                                             07632
           17020408         BAKERSFIELD                                                  93312
           17020409         BIRMINGHAM                                                   35226
           17020410         RANCHO CUCAMONGA                                             91730
           17020411         SAN JOSE                                                     95133
           17020412         LAKE RIDGE                                                   22192
           17020413         REDONDO BEACH                                                90278
           17020415         SAN JOSE                                                     95116
           17020416         SAN JOSE                                                     95133
           17020417         VIENNA                                                       22180
           17020418         BROOKVILLE                                                   11545
           17020419         NEW YORK                                                     10004
           17020420         CAMARILLO                                                    93012
           17020421         MURPHY                                                       75094
           17020422         CHEVY CHASE                                                  20815
           17020423         MANASSAS                                                     20111
           17020424         UNION HALL                                                   24176
           17020425         LINCOLN                                                      68526
           17020427         MARRIOTTSVILLE                                               21104
           17020428         SPARKS                                                       89436
           17020429         BOTHELL                                                      98021
           17020430         MANHATTAN BEACH                                              90266
           17020431         PARKER                                                       80134
           17020432         LAS VEGAS                                                    89149
           17020433         ENGLEWOOD                                                    80113
           17020434         NEWTON                                                       02467
           17020761         SCOTTSDALE                                                   85259
           17020762         LOS ANGELES                                                  90046
           17020763         SODDY DAISY                                                  37379
           17020764         PLAYA VISTA                                                  90094
           17020765         OLD LYME                                                     06371
           17020766         BOSTON                                                       02115
           17020767         BROOKLINE                                                    02445
           17020768         HOPKINTON                                                    01748
           17020769         WELLESLEY                                                    02481
           17020770         GERMANTOWN                                                   20876
           17020851         GLENDALE                                                     91207
           17020852         SANTA MONICA                                                 90404
           17020690         NIPOMO                                                       93444
           17020853         AVILA BEACH                                                  93424
           17020691         PEORIA                                                       85383
           17020854         SALINAS                                                      93905
           17020692         SAN DIEGO                                                    92124
           17020855         SAN DIEGO                                                    92129
           17020693         CHANTILLY                                                    20152
           17020856         BURLINGAME                                                   94010
           17020694         VIENNA                                                       22180
           17020857         GAINESVILLE                                                  20155
           17020695         RESTON                                                       20194
           17020858         BOCA RATON                                                   33432
           17020696         RANCHO CUCAMONGA                                             91701
           17020859         LAFAYETTE                                                    80026
           17020697         PITTSBURG                                                    94565
           17020698         SYLMAR                                                       91342
           17020699         SAN CARLOS                                                   94070
           17020860         DALLAS                                                       75205
           17020861         PALM SPRINGS                                                 92262
           17020862         PHOENIX                                                      85086
           17020740         NARRAGANSETT                                                 02882
           17020741         APTOS                                                        95003
           17020742         POWAY                                                        92064
           17020580         UKIAH                                                        95482
           17020743         BRIGANTINE                                                   08203
           17020581         BRENTWOOD                                                    94513
           17020744         MAPLETON                                                     84664
           17020582         CHESTERFIELD                                                 08515
           17020745         RICHMOND                                                     94806
           17020583         BOWIE                                                        20721
           17020746         SIX MILE                                                     29682
           17020584         IRVINE                                                       92620
           17020747         INDIO                                                        92203
           17020585         BRISTOW                                                      20136
           17020748         MANHATTAN BEACH                                              90266
           17020586         RENO                                                         89509
           17020749         MENLO PARK                                                   94025
           17020587         SANTA ROSA                                                   95404
           17020588         SPRING VALLEY                                                91977
           17020589         PLEASANT HILL                                                94523
           17020750         BELLEROSE                                                    11426
           17020751         REDONDO BEACH                                                90277
           17020590         BELTSVILLE                                                   20705
           17020752         IRVINGTON                                                    10533
           17020591         HOLLISTER                                                    95023
           17020753         OXNARD                                                       93035
           17020592         LA QUINTA                                                    92253
           17020754         ANTIOCH                                                      94531
           17020593         POTOMAC                                                      20854
           17020755         ESTERO                                                       33928
           17020594         SEATTLE                                                      98117
           17020756         MONTE SERENO                                                 95030
           17020595         CHICAGO                                                      60647
           17020757         CARLSBAD                                                     92009
           17020596         SAN JOSE                                                     95126
           17020758         LITCHFIELD PARK                                              85340
           17020597         CARY                                                         27513
           17020759         NAPLES                                                       34109
           17020598         UPLAND                                                       91784
           17020599         WALPOLE                                                      02032
           17020760         PHOENIX                                                      85044
           17020738         CORONA                                                       92879
           17020576         GLENDALE                                                     91208
           17020739         NEWTON                                                       02459
           17020577         CHICAGO                                                      60608
           17020578         OCEAN CITY                                                   21842
           17020390         GAINESVILLE                                                  20155
           17149253         SOMERVILLE                                                   02145
           17129133         NEW YORK                                                     10011
           17120372         COSTA MESA                                                   92626
           17120377         RAMONA                                                       92065
           17120399         HACIENDA HEIGHTS                                             91745
           17129138         COTO DE CAZA                                                 92679
           17120386         CAMARILLO                                                    93012
           17120389         TORRANCE                                                     90505
           17120412         SILVER SPRING                                                20910
           17120421         AUBURN                                                       98092
           17120390         TRES PINOS                                                   95075
           17120391         OXNARD                                                       93036
           17120392         CHULA VISTA                                                  91915
           17120393         DANVILLE                                                     94526
           17120394         GLENDALE                                                     91206
           17120395         SANTA CLARITA                                                91390
           17120397         SANTA ANA                                                    92705
           17120398         SAN PABLO                                                    94806
           17120385         SANTA ROSA                                                   95404
           17120387         CHICAGO                                                      60601
           17120388         RENTON                                                       98059
           17120384         BAKERSFIELD                                                  93311
           17120330         BIRMINGHAM                                                   35213
           17120331         BOULDER                                                      80304
           17120332         EAST HAMPTON                                                 11937
           17120333         CHULA VISTA                                                  91915
           17120334         WESTPORT                                                     06880
           17120335         LONG BEACH                                                   90807
           17120336         CATHARPIN                                                    20143
           17120337         PASADENA                                                     91105
           17120338         SAN DIEGO                                                    92131
           17120339         CHINO HILLS                                                  91709
           17120341         THOUSAND OAKS                                                91320
           17120342         TUCSON                                                       85701
           17120343         NEWTOWN                                                      06470
           17120344         FORT MYERS                                                   33912
           17120346         WOODINVILLE                                                  98077
           17120347         KIRKLAND                                                     98033
           17120348         CORONA                                                       92880
           17120349         JERSEY CITY                                                  07310
           17120350         EAST HAMPTON                                                 11937
           17120351         LONG BEACH                                                   90808
           17120353         DAWSONVILLE                                                  30534
           17120354         WOODINVILLE                                                  98077
           17120355         SAN FRANCISCO                                                94117
           17120356         CAMARILLO                                                    93012
           17120357         GLENDORA                                                     91741
           17120358         TULALIP                                                      98271
           17120359         DUVALL                                                       98019
           17120360         BURBANK                                                      91505
           17120361         GRANADA HILLS                                                91344
           17120362         KIRKLAND                                                     98033
           17120363         SANTA BARBARA                                                93111
           17120364         PACIFIC GROVE                                                93950
           17120365         CONCORD                                                      94518
           17120366         ALAMEDA                                                      94501
           17120367         SOUTHWEST RANCHES                                            33331
           17120370         BURKE                                                        22015
           17120371         MILPITAS                                                     95035
           17120373         DANA POINT                                                   92629
           17120374         WALDORF                                                      20603
           17120375         SAN LEANDRO                                                  94578
           17120376         SAN JOSE                                                     95118
           17120378         SAN JOSE                                                     95136
           17120379         KIRKLAND                                                     98033
           17120380         MENLO PARK                                                   94025
           17120381         SAN JOSE                                                     95128
           17120382         LEESBURG                                                     20175
           17120383         IRVINE                                                       92620
           17120327         WESTON                                                       02493
           17120328         CHICAGO                                                      60622
           17149240         LAGUNA NIGUEL                                                92677
           17149241         SAN RAMON                                                    94583
           17149242         WEST HOLLYWOOD                                               90069
           17149243         FAIRFIELD                                                    94534
           17149244         CLARENDON HILLS                                              60514
           17149245         SAN DIEGO                                                    92127
           17149246         TORRANCE                                                     90504
           17149247         GLENDALE                                                     91208
           17149248         LOS ANGELES                                                  90065
           17149249         TRACY                                                        95304
           17149250         SAN DIEGO                                                    92127
           17149251         COLTON                                                       92324
           17149252         MUKILTEO                                                     98275
           17149100         BOWIE                                                        20720
           17149101         OCEANO                                                       93445
           17149102         AMHERST                                                      03031
           17129130         DENVER                                                       80220
           17129131         ROWLAND HEIGHTS AREA                                         91748
           17129132         SAN ANTONIO                                                  78258
           17129134         BOSTON                                                       02118
           17129135         WILLOWBROOK                                                  60527
           17129136         CORAL GABLES                                                 33146
           17129137         RANCHO CUCAMONGA                                             91739
           17129139         PETALUMA                                                     94952
           17129140         ASPEN                                                        81611
           17129141         SOLANA BEACH                                                 92075
           17129142         FULLERTON                                                    92835
           17129144         HERNDON                                                      20170
           17129145         HUNTINGTON BEACH                                             92648
           17129127         STATEN ISLAND                                                10312
           17129128         ASHBURN                                                      20147
           17129129         NOLENSVILLE                                                  37135
           17120410         VALLEY CENTER                                                92082
           17120411         FULLERTON                                                    92831
           17120413         HANOVER                                                      02339
           17120414         WESTBOROUGH                                                  01581
           17120415         GARDEN CITY                                                  83714
           17120416         UNION CITY                                                   94587
           17120417         REDONDO BEACH                                                90278
           17120418         IDAHO FALLS                                                  83406
           17120419         SAN JUAN CAPISTRANO                                          92675
           17120420         SAN JOSE                                                     95127
           17120422         SEATTLE                                                      98119
           17120423         SAN JOSE                                                     95126
           17120424         LEXINGTON                                                    02421
           17120425         FREMONT                                                      94539
           17120426         HENDERSONVILLE                                               37075
           17149077         VICTORIA                                                     55386
           17149078         ATLANTA                                                      30309
           17149079         GLENVIEW                                                     60025
           17149080         BURBANK                                                      91501
           17149081         FREMONT                                                      94538
           17149082         ARLINGTON                                                    22203
           17149083         PROVIDENCE                                                   84332
           17149084         JERSEY CITY                                                  07302
           17149086         BRISBANE                                                     94005
           17149087         BRUSH PRAIRIE                                                98606
           17149088         HARBOR CITY                                                  90710
           17149089         NORWOOD                                                      07648
           17149090         LONG BEACH                                                   90803
           17149091         INGLEWOOD                                                    90303
           17120401         CHULA VISTA                                                  91910
           17120402         WADSWORTH                                                    60083
           17120403         PROSPER                                                      75078
           17120404         HERMOSA BEACH                                                90254
           17120405         WOODLAND HILLS                                               91367
           17120406         MUKILTEO                                                     98275
           17120407         BLACK DIAMOND                                                98010
           17120408         LOS ANGELES                                                  90028
           17120409         GARDEN GROVE                                                 92841
           17149092         BLOOMFIELD HILLS                                             48302
           17149093         MUKILTEO                                                     98275
           17149094         CARLSBAD                                                     92008
           17149095         LONG BEACH                                                   90803
           17149096         LEESBURG                                                     20176
           17149097         BEVERLY HILLS                                                90210
           17149098         LA QUINTA                                                    92253
           17149099         PALO ALTO                                                    94301
           17120498         SIMI VALLEY                                                  93065
           17120455         RANCHO MIRAGE                                                92270
           17120477         LOS ANGELES                                                  90064
           17120490         PALO ALTO                                                    94301
           17120532         FONTANA                                                      92337
           17120544         SAN CLEMENTE                                                 92673
           17120540         EL SEGUNDO                                                   90245
           17120541         PLACENTIA                                                    92870
           17120542         SAN DIEGO                                                    92131
           17120543         AMERICAN CANYON                                              94503
           17120545         HENDERSON                                                    89011
           17120546         CYPRESS                                                      90630
           17120547         CONCORD                                                      94520
           17120548         SAN JOSE                                                     95125
           17120549         DUARTE                                                       91010
           17120550         OXNARD                                                       93035
           17120551         ARLINGTON                                                    22207
           17120552         THOUSAND OAKS                                                91360
           17120553         SANTA BARBARA                                                93111
           17120554         SEASIDE                                                      93955
           17120555         CASCADE                                                      59421
           17120556         MARYSVILLE                                                   98271
           17120557         GOLETA                                                       93117
           17120558         LOS ANGELES                                                  90046
           17120559         SAN JOSE                                                     95124
           17120560         SUNNYVALE                                                    94089
           17120561         SANTA BARBARA                                                93108
           17120562         SACRAMENTO                                                   95831
           17120563         SAN RAFAEL                                                   94901
           17120564         CARLSBAD                                                     92011
           17120565         LYNNWOOD                                                     98036
           17120566         SAN JUAN CAPISTRANO                                          92675
           17120567         COSTA MESA                                                   92626
           17120568         SANTA BARBARA                                                93101
           17120569         VALLEJO                                                      94591
           17120570         SNOQUALMIE                                                   98065
           17120571         SILVER SPRING                                                20901
           17120572         FONTANA                                                      92336
           17120573         LAS VEGAS                                                    89123
           17120574         HENDERSON                                                    89052
           17120575         WELLINGTON                                                   33414
           17120576         FRANKLIN                                                     37064
           17120526         SAN JOSE                                                     95112
           17120527         LOS ANGELES                                                  90065
           17120528         PEMBROKE PINES                                               33028
           17120529         NORWALK                                                      06851
           17120530         OXNARD                                                       93035
           17120531         CAMARILLO                                                    93012
           17120533         SALINAS                                                      93906
           17120534         PENNGROVE                                                    94951
           17120535         NAPA                                                         94558
           17120536         MOORPARK                                                     93021
           17120537         VIRGINIA BEACH                                               23451
           17120538         LOS ANGELES                                                  90049
           17120539         LOS ANGELES                                                  90066
           17120510         SIMI VALLEY                                                  93063
           17120511         OCEANSIDE                                                    92056
           17120512         MIAMI                                                        33176
           17120513         MIAMI LAKES                                                  33016
           17120514         SHERBORN                                                     01770
           17120515         BOLTON                                                       01740
           17120516         SANTA MONICA                                                 90404
           17120517         WEST COVINA                                                  91790
           17120518         ROSEMEAD                                                     91770
           17120519         HUNTINGTON BEACH                                             92648
           17120520         RICHMOND                                                     01254
           17120521         FLOWER MOUND                                                 75022
           17120522         COATESVILLE                                                  19320
           17120523         WOODLAND HILLS                                               91367
           17120524         MANALAPAN TOWNSHIP                                           07726
           17120525         PARK CITY                                                    84060
           17120500         SANTA BARBARA                                                93101
           17120501         RESTON                                                       20191
           17120502         HENDERSONVILLE                                               37075
           17120503         INGLEWOOD                                                    90303
           17120504         NORTH HOLLYWOOD                                              91601
           17120505         DOYLESTOWN                                                   18902
           17120506         SAN MARCOS                                                   92078
           17120507         REDWOOD CITY                                                 94061
           17120508         NAPLES                                                       34110
           17120509         INGLEWOOD                                                    90305
           17149110         GOLDEN BEACH                                                 33160
           17149111         LOS ANGELES                                                  90039
           17149112         OAKLAND                                                      94618
           17149113         ELLICOTT CITY                                                21043
           17149103         DENVER                                                       80202
           17149105         HAYMARKET                                                    20169
           17149106         WALNUT CREEK                                                 94598
           17149107         VENTURA                                                      93003
           17149108         WOODLAND HILLS                                               91364
           17149109         WILSONVILLE                                                  97070
           17120450         POWAY                                                        92064
           17120451         PARKLAND                                                     33076
           17120452         CASTLE ROCK                                                  80108
           17120453         CLOSTER                                                      07624
           17120454         SAN JOSE                                                     95136
           17120456         HUDSON                                                       54016
           17120457         HIGHLANDS                                                    28741
           17120458         PLEASANTON                                                   94566
           17120459         SONOMA                                                       95476
           17120460         SAN RAMON                                                    94582
           17120461         BRISBANE                                                     94005
           17120462         REDONDO BEACH                                                90277
           17120463         EL DORADO HILLS                                              95762
           17120464         SANTA BARBARA                                                93105
           17120465         IRVINE                                                       92618
           17120466         GLENDALE                                                     85308
           17120467         CARLSBAD                                                     92009
           17120468         MIAMI BEACH                                                  33140
           17120469         PALM BEACH GARDENS                                           33418
           17120470         LOS ANGELES                                                  90008
           17120471         LAS VEGAS                                                    89117
           17120472         CRESTED BUTTE                                                81224
           17120473         CORONA                                                       92880
           17120474         ASTORIA                                                      11105
           17120476         WASHINGTON                                                   20001
           17120478         IRVINE                                                       92603
           17120479         FONTANA                                                      92336
           17120480         SOMIS                                                        93066
           17120481         SAN RAMON                                                    94582
           17120482         CHULA VISTA                                                  91913
           17120483         LAKEWOOD                                                     90713
           17120484         RICHMOND                                                     94804
           17120485         SANTA BARBARA                                                93110
           17120486         OAKLAND                                                      94605
           17120487         CORONA                                                       92883
           17120488         LAKE FOREST PARK                                             98155
           17120489         GRANITE BAY                                                  95746
           17120491         PALO ALTO                                                    94301
           17120492         GAINESVILLE                                                  20155
           17120493         GRANTS PASS                                                  97526
           17120494         MARINA DEL REY                                               90292
           17120495         PACIFIC PALISADES                                            90272
           17120496         FONTANA                                                      92336
           17120499         LAS VEGAS                                                    89144
           17120429         AUBURN                                                       36830
           17120430         LOS ANGELES (PLAYA VISTA)                                    90094
           17120431         MOORESVILLE                                                  28117
           17120432         BURBANK                                                      91501
           17120433         BURBANK                                                      91506
           17120434         FULLERTON                                                    92833
           17120436         LOS ANGELES                                                  90064
           17120437         BRENTWOOD                                                    37027
           17120438         VALENCIA                                                     91354
           17120440         KIRKLAND                                                     98033
           17120441         LOS ANGELES                                                  90272
           17120442         PARKLAND                                                     33067
           17120443         APACHE JUNCTION                                              85218
           17120444         THOUSAND OAKS                                                91360
           17120445         LIVERMORE                                                    94550
           17120446         OMAHA                                                        68124
           17120447         KIRKLAND                                                     98033
           17120448         LONG BEACH                                                   90803
           17120449         BRENTWOOD                                                    94513
           17181086         FLEMINGTON                                                   08822
           17171924         PALM BEACH                                                   33480
           17172078         CHAPEL HILL                                                  27517
           17175048         MANHATTAN BEACH                                              90266
           17175049         SOMERSET                                                     08873
           17171987         SANTA FE                                                     87501
           17172020         AREA OF SANTA YNEZ                                           93460
           17203440         REDWOOD CITY                                                 94061
           17172004         NIPOMO                                                       93444
           17172023         NORTHVALE                                                    07647
           17172005         EAST BRUNSWICK                                               08816
           17203443         SANTA FE                                                     87506
           17203445         CLAREMONT                                                    91711
           17203409         WESTWOOD                                                     96137
           17172044         ATLANTA                                                      30305
           17203427         HERMOSA BEACH                                                90254
           17172008         HOBOKEN                                                      07030
           17181117         ESCALON                                                      95320
           17172064         CAMARILLO                                                    93010
           17203267         BALD HEAD ISLAND                                             28461
           17175071         GEORGETOWN                                                   40324
           17172065         LOS ANGELES                                                  90012
           17175054         DURHAM                                                       95938
           17172048         FLOWERY BRANCH                                               30542
           17172049         ATLANTA                                                      30316
           17171951         RALEIGH                                                      27612
           17171995         PROSPECT                                                     40059
           17203410         LOS ANGELES                                                  90004
           17181120         WOODCLIFF LAKE                                               07677
           17172112         WILDWOOD CREST                                               08260
           17172014         LA HABRA                                                     90631
           17203451         NORTON                                                       02766
           17172051         WILMINGTON                                                   28412
           17203255         MONROE                                                       08831
           17172053         CHATHAM                                                      07928
           17203437         MARIETTA                                                     30066
           17172036         RANCHO MIRAGE                                                92270
           17172136         BOYNTON BEACH                                                33435
           17172073         HAYWARD                                                      94544
           17172055         RENO                                                         89523
           17203294         PORT SAINT LUCIE                                             34986
           17203278         NORWELL                                                      02061
           17203359         CHARLESTOWN                                                  02129
           17172039         STONE MOUNTAIN                                               30087
           17203396         ATLANTA                                                      30324
           17203423         UNIVERSITY PARK                                              34201
           17203388         SAN JOSE                                                     95131
           17203364         KULA                                                         96790
           17203354         BRENTWOOD                                                    94513
           17203317         WINDSOR                                                      95492
           17171965         BEND                                                         97701
           17203331         NORTHBROOK                                                   60062
           17172132         NEWPORT BEACH                                                92657
           17172133         ALEXANDRIA                                                   22306
           17172127         MUNDELEIN                                                    60060
           17172130         BETHESDA                                                     20816
           17172104         HAYWARD                                                      94542
           17172114         SAN JOSE                                                     95111
           17172125         EDWARDS                                                      81632
           17172126         OAKLAND                                                      94619
           17171998         RANCHO PALOS VERDES                                          90275
           17172001         BOTHELL                                                      98011
           17172002         WEST SACRAMENTO                                              95691
           17172010         SAN JOSE                                                     95133
           17172022         SCOTTSDALE                                                   85258
           17172033         FOSTER CITY                                                  94404
           17172041         GARDEN GROVE                                                 92840
           17172057         ALEXANDRIA                                                   22309
           17172061         AUBURN                                                       95602
           17172068         SALT LAKE CITY                                               84108
           17172074         HAYWARD                                                      94544
           17172084         ANAHEIM                                                      92802
           17172086         THOUSAND OAKS                                                91360
           17171926         QUEEN CREEK                                                  85242
           17171946         WHITTIER AREA                                                90604
           17171952         STEVENSON RANCH                                              91381
           17171957         BRENTWOOD                                                    94513
           17171960         HILTON HEAD ISLAND                                           29928
           17171979         HACIENDA HEIGHTS                                             91745
           17171980         TUSTIN                                                       92782
           17171983         BELLFLOWER                                                   90706
           17171990         FONTANA                                                      92336
           17171992         DAVIS                                                        95616
           17171922         PIONEER                                                      95666
           17203303         SAN JOSE                                                     95136
           17203452         CHARLESTOWN                                                  02129
           17203340         BLOOMINGDALE                                                 60108
           17203351         CORONA                                                       92882
           17203283         HENDERSON                                                    89044
           17203252         SNOHOMISH                                                    98296
           17203412         FREMONT                                                      94539
           17203321         HEALDSBURG                                                   95448
           17203385         SAN RAMON                                                    94582
           17203392         LANCASTER                                                    14086
           17203401         CAPE CORAL                                                   33904
           17203435         FOOTHILL RANCH                                               92610
           17203383         PASO ROBLES                                                  93446
           17203323         OCONOMOWOC                                                   53066
           17203449         GARDEN CITY                                                  11530
           17203328         LONG BEACH                                                   90815
           17203339         NEW MARKET                                                   21774
           17203315         SAN MATEO                                                    94403
           17203257         ASHBURN                                                      20148
           17203295         SAN JOSE                                                     95126
           17203290         SAN RAMON                                                    94582
           17203299         GILBERT                                                      85296
           17203424         BUENA PARK                                                   90621
           17203379         BERLIN                                                       21811
           17203256         HENDERSON                                                    89044
           17203422         FRESNO                                                       93723
           17203253         WASHOUGAL                                                    98671
           17203312         SAN JOSE                                                     95128
           17203293         ESCONDIDO                                                    92027
           17203418         ORLAND PARK                                                  60467
           17203314         TUSTIN                                                       92782
           17203448         ALDIE                                                        20105
           17203384         COSTA MESA                                                   92627
           17203281         COLUMBIANA                                                   35051
           17203348         MAHOPAC                                                      10541
           17203390         EAST PALO ALTO                                               94303
           17203310         HAYWARD                                                      94544
           17203363         CHICAGO                                                      60634
           17203425         ROCKVILLE                                                    20852
           17203373         GREENBURGH                                                   10530
           17203266         FREDERICKSBURG                                               22401
           17203358         SAN JOSE                                                     95124
           17203429         MIRAMAR                                                      33029
           17203371         TARZANA                                                      91356
           17203337         KEY WEST                                                     33040
           17203421         ESCONDIDO                                                    92025
           17203430         LOS ANGELES                                                  90064
           17203247         KIRKLAND                                                     98034
           17203320         LADERA RANCH                                                 92694
           17203405         GLENDALE                                                     91214
           17203270         BOYNTON BEACH                                                33436
           17203362         OWASCO                                                       13021
           17203361         MIAMI                                                        33018
           17203272         ESTERO                                                       33928
           17203350         LOS ANGELES                                                  91040
           17203403         LINCOLN                                                      95648
           17203301         HUNTINGTON BEACH                                             92649
           17203349         ANTIOCH                                                      94509
           17203338         SAN DIEGO                                                    92130
           17203345         SHERMAN OAKS                                                 91403
           17203307         SAN RAMON                                                    94582
           17203357         LOS ANGELES                                                  90022
           17203442         HUNTINGTON BEACH                                             92646
           17203277         LIVERMORE                                                    94551
           17203280         VAIL                                                         85641
           17203344         BELLE CHASSE                                                 70037
           17203381         WASHINGTON                                                   20009
           17203436         SCHAUMBURG                                                   60193
           17203333         KAMUELA                                                      96743
           17203316         LIBERTYVILLE                                                 60048
           17203305         IRVINE                                                       92618
           17203292         TUCSON                                                       85715
           17203419         EL MONTE                                                     91733
           17203433         MILLSBORO                                                    19966
           17203438         SANTA ANA                                                    92707
           17203284         DANVILLE                                                     94506
           17203275         CANYON LAKE                                                  92587
           17203411         TORRANCE                                                     90505
           17203324         BLUFFTON                                                     29910
           17203408         ANAHEIM                                                      92805
           17203300         REDMOND                                                      98052
           17203273         JACKSONVILLE BEACH                                           32250
           17203446         STAMFORD                                                     06903
           17203415         ROSEVILLE                                                    95678
           17203389         OAKLEY                                                       94561
           17203398         PONCE INLET                                                  32127
           17203274         PARADISE VALLEY                                              85253
           17203318         CORONA                                                       92882
           17203391         SEATTLE                                                      98144
           17203399         SANTA MARIA                                                  93455
           17203450         VERNON HILLS                                                 60061
           17203447         MIAMI                                                        33175
           17203453         ALDIE                                                        20105
           17203428         BASALT                                                       81621
           17203313         COTO DE CAZA                                                 92679
           17203431         PRESCOTT                                                     86305
           17203417         WEST COVINA                                                  91791
           17203343         SANTA ROSA                                                   95401
           17203360         CHINO HILLS                                                  91709
           17203416         ISSAQUAH                                                     98027
           17203406         VACAVILLE                                                    95688
           17203367         CORONA                                                       92880
           17203380         OXNARD                                                       93036
           17203286         GLENVIEW                                                     60026
           17203330         BROOKLYN                                                     11209
           17203249         HAYMARKET                                                    20169
           17203342         SAINT LOUIS                                                  63130
           17203346         EAST NORTHPORT                                               11731
           17203264         MONUMENT                                                     80132
           17203322         OXNARD                                                       93035
           17203397         SIMI VALLEY                                                  93063
           17203407         DANA POINT                                                   92629
           17203336         PIONEER                                                      95666
           17203374         UPLAND                                                       91784
           17203329         ROCHESTER HILLS                                              48309
           17203327         CERRITOS                                                     90703
           17203369         CORONA                                                       92880
           17203335         DUBLIN                                                       94568
           17203291         PASADENA                                                     91106
           17203289         DANVILLE                                                     94506
           17203372         THOUSAND OAKS                                                91320
           17203296         SCOTTSDALE                                                   85260
           17203254         BAKERSFIELD                                                  93312
           17203444         OKATIE                                                       29909
           17203365         VIENNA                                                       22180
           17203259         DENVER                                                       80230
           17203366         WASHINGTON                                                   20016
           17203353         HUNTINGTON BEACH                                             92648
           17203285         LIBERTYVILLE                                                 60048
           17203352         HUNTINGTON                                                   11743
           17203306         CHICAGO                                                      60647
           17203414         SAN JOSE                                                     95130
           17203393         UNION CITY                                                   94587
           17203382         CHULA VISTA                                                  91915
           17203302         UPPER MARLBORO                                               20774
           17203356         NOVATO                                                       94945
           17203387         CAMARILLO                                                    93012
           17203377         ASHBURN                                                      20148
           17203308         GLENDALE                                                     91206
           17203276         COLORADO SPRINGS                                             80921
           17203288         HUNTINGTON BEACH                                             92648
           17203378         BEAUMONT                                                     92223
           17203376         RIVERSIDE                                                    92508
           17203370         DIAMOND BAR                                                  91765
           17203248         PINE                                                         80470
           17203341         SOLEDAD                                                      93960
           17203334         PALM BEACH GARDENS                                           33410
           17203395         HILTON HEAD                                                  29926
           17203332         TEMECULA                                                     92592
           17203309         RIPON                                                        95366
           17203375         RAMONA                                                       92065
           17203279         SAN JOSE                                                     95126
           17203386         CORONA                                                       92880
           17203311         MOUNTAIN HOUSE                                               95391
           17203420         POTOMAC                                                      20854
           17203402         PARADISE VALLEY                                              85253
           17203439         DEPOE BAY                                                    97341
           17203297         ORO VALLEY TUCSON                                            85737
           17203282         PLEASANTON                                                   94566
           17203368         ANAHEIM                                                      92804
           17203394         MINNEAPOLIS                                                  55410
           17203400         PALO ALTO                                                    94303
           17203355         SAN JOSE                                                     95124
           17203404         VIENNA                                                       22180
           17203426         SANDY                                                        84093
           17203298         TUSTIN                                                       92782
           17203304         SANTA FE                                                     87506
           17203434         FOUNTAIN VALLEY                                              92708
           17171962         CASTLE ROCK                                                  80108
           17171963         IRVINE                                                       92618
           17171966         HUNTINGTON BEACH                                             92648
           17171967         HINGHAM                                                      02043
           17171968         EAST LANSING                                                 48823
           17171969         BIRMINGHAM                                                   35216
           17171970         KELLER                                                       76262
           17171971         SONOMA                                                       95476
           17171973         BLOOMFIELD HILLS                                             48304
           17171974         PALO ALTO                                                    94303
           17171978         EAST MEADOW                                                  11554
           17171982         YORBA LINDA                                                  92886
           17171985         MOUNTAIN VIEW                                                94043
           17171986         STAMFORD                                                     06902
           17171988         SAN JOSE                                                     95123
           17171989         SCOTTS VALLEY                                                95066
           17171991         EL DORADO HILLS                                              95762
           17171993         SAN JOSE                                                     95135
           17171996         MIDDLETON                                                    21769
           17171999         BURBANK                                                      91501
           17171950         CORONA                                                       92880
           17171955         SANTA ANA                                                    92705
           17171916         UNION CITY                                                   94587
           17171917         POUND RIDGE                                                  10576
           17171918         DANVILLE                                                     94506
           17171919         ANDOVER                                                      01810
           17171920         SCOTTSDALE                                                   85259
           17171921         SAN JOSE                                                     95133
           17171923         CHICAGO                                                      60657
           17171925         PARADISE VALLEY                                              85253
           17171927         SCOTTSDALE                                                   85260
           17171933         PENSACOLA                                                    32504
           17171935         CHICAGO                                                      60622
           17171937         GENEVA                                                       60134
           17171939         ROLLING HILLS ESTATES                                        90274
           17171945         MONROE                                                       06468
           17171949         PHOENIX                                                      85085
           17175070         LONG BEACH                                                   90804
           17175072         MOUNTAIN VIEW                                                94041
           17175056         COSTA MESA                                                   92627
           17175057         NIPOMO                                                       93444
           17175059         GREAT FALLS                                                  22066
           17175060         SAN MATEO                                                    94403
           17175061         CLIFTON                                                      20124
           17175062         HUNTINGTON BEACH                                             92646
           17175063         ALAMO                                                        94507
           17175064         WATSONVILLE                                                  95076
           17175065         MANTECA                                                      95337
           17175066         LONG BEACH                                                   90803
           17175067         CHICAGO                                                      60643
           17175068         SAN JOSE                                                     95127
           17175069         LAKE FOREST                                                  92630
           17175031         PEORIA                                                       85383
           17175032         LITTLE ROCK                                                  72223
           17175034         VENICE                                                       90291
           17175035         PACIFICA                                                     94044
           17175036         NAPLES                                                       34113
           17175037         KANSAS CITY                                                  64152
           17175040         ORO VALLEY                                                   85737
           17175041         WALDORF                                                      20603
           17175042         LA VERNE                                                     91750
           17175043         SCOTTSDALE                                                   85260
           17175045         ANNAPOLIS                                                    21401
           17175046         CASTLE ROCK                                                  80108
           17175047         SALT LAKE CITY                                               84121
           17175050         OCEANSIDE                                                    92057
           17175051         ORANGE                                                       92867
           17175052         CHINO HILLS                                                  91709
           17175053         MIAMI                                                        33157
           17175024         EAGLE                                                        83616
           17175025         VIRGINIA BEACH                                               23456
           17175026         OAK BROOK                                                    60523
           17175027         DANVILLE                                                     94506
           17175028         WARRENTON                                                    20187
           17175029         BRISTOW                                                      20136
           17172120         SAN JOSE                                                     95117
           17172121         WILSONVILLE                                                  97070
           17172122         THOUSAND OAKS                                                91320
           17172123         HACIENDA HEIGHTS                                             91745
           17172124         NAPLES                                                       34119
           17172128         SALINAS                                                      93905
           17172129         STEVENSON RANCH                                              91381
           17172131         LAGUNA NIGUEL                                                92677
           17172134         HENDERSON                                                    89015
           17172135         LOS ANGELES                                                  90034
           17172137         ALEXANDRIA                                                   22305
           17172138         MOBILE                                                       36695
           17172139         LOS ANGELES                                                  90005
           17172100         HERNDON                                                      20171
           17172101         EL DORADO HILLS                                              95762
           17172102         OXNARD                                                       93035
           17172103         SAN JOSE                                                     95127
           17172105         TORRANCE                                                     90503
           17172106         BELMONT                                                      94002
           17172107         TUCSON                                                       85750
           17172108         PARK CITY                                                    84098
           17172109         FAIRFIELD                                                    94534
           17172110         ESCONDIDO                                                    92025
           17172111         ALTADENA                                                     91001
           17172113         SAN JUAN BAUTISTA                                            95045
           17172115         LA QUINTA                                                    92253
           17172116         SALINAS                                                      93908
           17172117         RIVERSIDE                                                    92508
           17172119         VIENNA                                                       22180
           17181161         WIMAUMA                                                      33598
           17172090         THOUSAND OAKS                                                91362
           17181162         CHURCH HILL                                                  21623
           17172091         COLORADO SPRINGS                                             80908
           17172092         WALNUT CREEK                                                 94598
           17172093         NEW CANAAN                                                   06840
           17172094         SAN RAMON                                                    94582
           17172095         WOODBRIDGE                                                   22191
           17172097         ALDIE                                                        20105
           17172098         MONTEBELLO                                                   90640
           17172099         ALDIE                                                        20105
           17181150         REDWOOD CITY                                                 94063
           17181151         CUPERTINO                                                    95014
           17172080         WEST PALM BEACH                                              33411
           17181152         UPPER MARLBORO                                               20772
           17172081         BELLINGHAM                                                   98226
           17181153         SAN FRANCISCO                                                94109
           17172082         PETALUMA                                                     94952
           17181154         MIRAMAR BEACH                                                32550
           17172083         PORTLAND                                                     97201
           17172085         REDMOND                                                      98053
           17181158         HARLEYSVILLE                                                 19438
           17172087         ALDIE                                                        20105
           17181159         CHATSWORTH                                                   91311
           17172088         MIAMI BEACH                                                  33140
           17172089         REDONDO BEACH                                                90278
           17172060         ORANGE                                                       92869
           17181132         CHULA VISTA                                                  91915
           17181133         SAN DIEGO                                                    92037
           17172062         PORTLAND                                                     97225
           17181134         LUSBY                                                        20657
           17172063         PLEASANT HILL                                                94523
           17181135         SIMI VALLEY                                                  93063
           17181136         SAN JOSE                                                     95121
           17172066         SAN CLEMENTE                                                 92673
           17181138         GARDEN GROVE                                                 92843
           17172067         LA VERNE                                                     91750
           17172069         DADEVILLE                                                    36853
           17181140         CAMARILLO                                                    93012
           17172070         STAMFORD                                                     06902
           17172071         MONTEREY                                                     93940
           17181143         SEATTLE                                                      98112
           17172072         YORBA LINDA                                                  92886
           17181145         WEST HOLLYWOOD                                               90069
           17181146         SUPERIOR                                                     80027
           17172075         GLENDALE                                                     91208
           17181147         MONROVIA                                                     91016
           17172076         CORONADO                                                     92118
           17181148         FREMONT                                                      94538
           17172077         SAN DIEGO                                                    92127
           17172079         CHICAGO                                                      60614
           17181130         WEST SACRAMENTO                                              95691
           17181131         SIMI VALLEY                                                  93065
           17181121         HERNDON                                                      20171
           17172050         PALM BEACH GARDENS                                           33418
           17181122         CLARKSTON                                                    48348
           17181123         COLFAX                                                       95713
           17172052         FRISCO                                                       75034
           17181124         LAKE OSWEGO                                                  97035
           17181125         PLEASANTON                                                   94566
           17172054         GLENDALE                                                     91206
           17181126         MITCHELLVILLE                                                20721
           17172056         ANTIOCH                                                      94509
           17172059         CHULA VISTA                                                  91910
           17172047         SAN FRANCISCO                                                94158
           17181119         CUPERTINO                                                    95014
           17172021         CARLSBAD                                                     92009
           17172024         SANTA MONICA                                                 90405
           17172025         NEW YORK                                                     10012
           17172026         OMAHA                                                        68132
           17172027         WILMINGTON                                                   19803
           17172028         LAHAINA                                                      96761
           17172029         WHITE BEAR LAKE                                              55110
           17181100         SAN JOSE                                                     95138
           17181101         PUYALLUP                                                     98371
           17172030         GALVESTON                                                    77554
           17181102         LOS ANGELES                                                  90006
           17172031         UNION CITY                                                   94587
           17172032         MOUNTAIN VIEW                                                94040
           17181104         PEORIA                                                       85383
           17181105         NORTHBROOK                                                   60062
           17172034         LONGWOOD                                                     32779
           17181106         CHULA VISTA                                                  91915
           17172035         OCEANSIDE                                                    92057
           17181107         SEATTLE                                                      98102
           17181108         LOVELAND                                                     80538
           17172037         NEW YORK                                                     10007
           17181109         DUARTE                                                       91010
           17172038         MOSES LAKE                                                   98837
           17181110         RANCHO CUCAMONGA                                             91739
           17181111         BRONXVILLE                                                   10708
           17172040         WINCHESTER                                                   01890
           17181112         SAN RAFAEL                                                   94903
           17181113         MAHOPAC                                                      10541
           17172042         SAN DIEGO                                                    92102
           17181114         SAN DIEGO                                                    92131
           17172043         HILTON HEAD ISLAND                                           29926
           17181115         NEW YORK                                                     10010
           17181116         SAN DIEGO                                                    92131
           17172045         COEUR D ALENE                                                83814
           17172046         LADERA RANCH AREA                                            92694
           17172017         SEVERN                                                       21144
           17172018         OAKTON                                                       22124
           17172019         CAMPBELL                                                     95008
           17172000         SOUTH SAN FRANCISCO                                          94080
           17172006         CHANDLER                                                     85248
           17172007         POTOMAC                                                      20854
           17172009         SAN JUAN BAUTISTA                                            95045
           17172011         MANHASSET                                                    11030
           17172013         OLD ORCHARD BEACH                                            04064
           17172015         BEND                                                         97702
           17172016         ANNANDALE                                                    22003
           17181088         ROSEVILLE                                                    95747
           17181090         LANCASTER                                                    93536
           17181092         OVERLAND PARK                                                66221
           17181093         CHULA VISTA                                                  91914
           17181094         TEMECULA                                                     92592
           17181095         RESTON                                                       20190
           17181096         ATWATER                                                      95301
           17181097         SAN DIEGO                                                    92131
           17181099         LAKE TAPPS                                                   98391
           17181082         TEMPLETON                                                    93465
           17181083         HUNTINGTON BEACH                                             92646
           17181084         PLAINFIELD                                                   60585
           17181085         NORTHBROOK                                                   60062
           17172140         LAS VEGAS                                                    89139
           17172141         TORRANCE                                                     90505
           17172142         CHARLESTON                                                   29412
           17175038         POWAY                                                        92064
           17175039         BRENTWOOD                                                    94513
           17175044         CORONA                                                       92880
           17175073         LAKE HAVASU CITY                                             86404
           17181098         SAN LORENZO                                                  94580
           17181103         LADERA RANCH                                                 92694
           17181118         JACKSONVILLE                                                 97530
           17181128         SAN DIEGO                                                    92127
           17181129         CARLSBAD                                                     92010
           17181137         MONROVIA                                                     91016
           17181139         CAMARILLO                                                    93010
           17181144         HONOLULU                                                     96822
           17181149         CHICAGO                                                      60614
           17181155         PALO ALTO                                                    94303
           17181156         FALLBROOK                                                    92028
           17181157         SAN CLEMENTE                                                 92673
           17181160         VENTURA                                                      93003
           17171928         CATHEDRAL CITY                                               92234
           17171929         SUNNYVALE                                                    94086
           17171930         JACKSON                                                      83001
           17171931         LEESBURG                                                     20175
           17171932         BOYNTON BEACH                                                33437
           17171934         WEST UNION                                                   29696
           17171936         BOWIE                                                        20720
           17171938         HIGHLAND                                                     92346
           17171940         PEORIA                                                       85383
           17171941         FREMONT                                                      94539
           17171942         LINCOLN                                                      95648
           17171943         MEDINA                                                       55340
           17171944         HILLSBOROUGH                                                 94010
           17171947         TUSTIN                                                       92782
           17171948         ROCKLIN                                                      95765
           17171953         GILROY                                                       95020
           17171954         LAS VEGAS                                                    89131
           17171956         TUSTIN                                                       92782
           17171958         PAWLEYS ISLAND                                               29585
           17171959         LIVERMORE                                                    94551
           17171961         LOS ANGELES                                                  91367
           17171964         LAFAYETTE                                                    94549
           17171975         SARASOTA                                                     34241
           17171976         ANAHEIM                                                      92804
           17171977         SEDONA                                                       86336
           17171981         COTO DE CAZA                                                 92679
           17171984         RANCHO CUCAMONGA                                             91737
           17171994         SAN JOSE                                                     95131
           17171997         ELK GROVE                                                    95757
           17172003         SIMI VALLEY                                                  93065
           17172058         FONTANA                                                      92336
           17175030         FONTANA                                                      92336
           17175033         SAN FRANCISCO                                                94107
           17175055         ANAHEIM                                                      92802
           17181087         GLEN BURNIE                                                  21060
           17181089         RIVERTON                                                     84065
           17181091         BOISE                                                        83709
           17181127         INVER GROVE HEIGHTS                                          55077
           17172118         SAN JOSE                                                     95148
           17181142         SALT LAKE CITY                                               84117

           LOAN_SEQ        STATE                    PROPTYPE
           17020574         CA                   Single Family
           17020737         CA                   Single Family
           17020575         CA                   Single Family
           17020498         NV                   PUD
           17020499         CA                   Condominium
           17020820         CA                   Single Family
           17020821         FL                   PUD
           17020660         GA                   PUD
           17020822         DE                   PUD
           17020661         CA                   PUD
           17020823         CA                   Single Family
           17020662         AZ                   PUD
           17020824         CA                   Condominium
           17020663         AZ                   PUD
           17020825         IL                   Single Family
           17020664         CA                   Single Family
           17020826         VA                   PUD
           17020665         CA                   Condominium
           17020827         CA                   PUD
           17020828         CA                   Single Family
           17020667         CA                   Single Family
           17020829         WA                   Single Family
           17020668         CA                   Single Family
           17020669         CA                   PUD
           17020830         FL                   PUD
           17020831         CA                   Single Family
           17020670         CA                   PUD
           17020832         CA                   Condominium
           17020833         CA                   Single Family
           17020671         CA                   Single Family
           17020834         CA                   Single Family
           17020672         CA                   Single Family
           17020835         CA                   Single Family
           17020673         CA                   Single Family
           17020836         CA                   Single Family
           17020674         CA                   Single Family
           17020837         CA                   Single Family
           17020675         AZ                   PUD
           17020838         GA                   Single Family
           17020676         NV                   PUD
           17020839         CA                   Single Family
           17020677         CA                   Single Family
           17020678         CA                   Single Family
           17020679         AZ                   PUD
           17020840         CA                   PUD
           17020841         CA                   Single Family
           17020842         CA                   Condominium
           17020680         CA                   2-4 Family
           17020843         CA                   Single Family
           17020681         CA                   Single Family
           17020844         CA                   Condominium
           17020682         CA                   Single Family
           17020845         CA                   Single Family
           17020683         SC                   Single Family
           17020846         CA                   Single Family
           17020684         AZ                   PUD
           17020685         CA                   Condominium
           17020848         CA                   Single Family
           17020686         CA                   Condominium
           17020849         AZ                   Single Family
           17020687         CA                   Single Family
           17020688         CA                   Single Family
           17020689         CA                   Single Family
           17020850         CA                   Single Family
           17020657         CA                   Single Family
           17020495         WA                   Single Family
           17020819         WA                   Single Family
           17020658         AZ                   PUD
           17020496         CT                   Single Family
           17020659         CA                   PUD
           17020497         MA                   Single Family
           17020492         CA                   PUD
           17020816         CA                   PUD
           17020655         CA                   PUD
           17020493         VA                   Single Family
           17020817         CA                   Single Family
           17020656         CA                   Single Family
           17020494         TN                   PUD
           17020812         MD                   PUD
           17020651         CO                   PUD
           17020813         AZ                   PUD
           17020814         MA                   Single Family
           17020652         CO                   Single Family
           17020490         CA                   Single Family
           17020491         CA                   PUD
           17020815         CA                   Single Family
           17020654         CA                   Single Family
           17020500         CT                   2-4 Family
           17020501         NC                   PUD
           17020502         AZ                   Single Family
           17020503         PA                   Single Family
           17020504         WA                   Single Family
           17020505         NV                   PUD
           17020506         CA                   PUD
           17020507         AZ                   Single Family
           17020508         CA                   Single Family
           17020509         CA                   Single Family
           17020510         VA                   PUD
           17020511         CO                   PUD
           17020512         CA                   PUD
           17020513         CA                   PUD
           17020514         VA                   PUD
           17020515         AZ                   PUD
           17020516         CA                   PUD
           17020517         CO                   PUD
           17020518         VA                   Single Family
           17020519         MD                   Single Family
           17020520         CA                   Condominium
           17020521         CA                   PUD
           17020522         AZ                   PUD
           17020523         VA                   PUD
           17020524         VA                   PUD
           17020525         CA                   Single Family
           17020526         CA                   PUD
           17020527         CA                   Single Family
           17020528         VA                   Single Family
           17020529         VA                   PUD
           17020530         MI                   Single Family
           17020531         WA                   Single Family
           17020532         CA                   Condominium
           17020533         WA                   PUD
           17020534         IL                   Condominium
           17020535         MA                   Single Family
           17020536         FL                   PUD
           17020537         WI                   Single Family
           17020538         TX                   Single Family
           17020539         CA                   Single Family
           17020700         CA                   Condominium
           17020701         CA                   Single Family
           17020702         CA                   Single Family
           17020540         CA                   Single Family
           17020703         WA                   PUD
           17020541         CA                   PUD
           17020704         CA                   Single Family
           17020542         CA                   Single Family
           17020705         CA                   Single Family
           17020543         KS                   PUD
           17020706         UT                   Single Family
           17020544         CA                   Condominium
           17020707         MN                   Single Family
           17020545         OR                   Single Family
           17020708         CA                   Condominium
           17020546         CA                   Single Family
           17020547         CA                   PUD
           17020385         MA                   Single Family
           17020548         AZ                   Single Family
           17020386         CA                   PUD
           17020549         CO                   Single Family
           17020387         VA                   PUD
           17020388         CA                   Single Family
           17020389         CA                   PUD
           17020710         MA                   Single Family
           17020711         CA                   Single Family
           17020550         VA                   Single Family
           17020712         CA                   PUD
           17020551         CA                   Single Family
           17020713         CA                   PUD
           17020714         CA                   Single Family
           17020552         NJ                   Condominium
           17020715         CA                   Single Family
           17020553         CA                   PUD
           17020391         CA                   Condominium
           17020392         MD                   PUD
           17020554         CA                   Single Family
           17020716         CA                   Single Family
           17020717         CA                   Single Family
           17020555         UT                   Single Family
           17020393         NC                   PUD
           17020718         CA                   PUD
           17020556         CA                   Single Family
           17020394         IL                   PUD
           17020395         CO                   PUD
           17020557         VA                   Single Family
           17020719         CO                   Single Family
           17020558         CA                   Single Family
           17020397         AR                   Single Family
           17020559         CA                   Single Family
           17020398         AZ                   Single Family
           17020399         CA                   PUD
           17020720         AZ                   Single Family
           17020721         AZ                   PUD
           17020722         CA                   Condominium
           17020560         CA                   Condominium
           17020723         CA                   Single Family
           17020561         GA                   Single Family
           17020724         CA                   PUD
           17020562         CA                   PUD
           17020725         VA                   PUD
           17020563         CA                   Single Family
           17020726         CA                   PUD
           17020564         CA                   Single Family
           17020727         CA                   Single Family
           17020565         NJ                   Condominium
           17020728         NY                   2-4 Family
           17020566         CA                   Single Family
           17020729         NY                   Condominium
           17020567         UT                   Condominium
           17020568         CA                   PUD
           17020569         NV                   PUD
           17020730         CA                   Single Family
           17020731         CA                   Condominium
           17020732         CT                   Condominium
           17020570         CA                   2-4 Family
           17020733         CA                   Single Family
           17020571         CA                   Single Family
           17020734         FL                   PUD
           17020572         VA                   PUD
           17020735         FL                   Single Family
           17020573         CO                   PUD
           17020736         CA                   Condominium
           17020487         CA                   PUD
           17020488         CA                   Single Family
           17020489         CA                   Single Family
           17020810         CA                   Single Family
           17020811         CA                   Single Family
           17020650         CA                   Condominium
           17020791         TX                   Single Family
           17020792         CA                   Single Family
           17020793         CA                   Single Family
           17020794         CT                   Single Family
           17020795         DC                   Condominium
           17020796         CA                   PUD
           17020797         CA                   Single Family
           17020798         CA                   PUD
           17020799         CA                   Single Family
           17020790         CA                   PUD
           17020646         CA                   PUD
           17020484         VA                   PUD
           17020808         CA                   Condominium
           17020647         NJ                   Single Family
           17020485         VA                   Single Family
           17020809         CA                   Single Family
           17020648         CA                   PUD
           17020486         CA                   Single Family
           17020649         CA                   Condominium
           17020781         CA                   Single Family
           17020782         CA                   2-4 Family
           17020783         CA                   Single Family
           17020784         CA                   Single Family
           17020785         VA                   PUD
           17020786         CA                   Single Family
           17020787         RI                   Single Family
           17020788         CA                   Single Family
           17020789         CA                   Single Family
           17020612         CA                   PUD
           17020450         CA                   Condominium
           17020613         CA                   Single Family
           17020451         CO                   Single Family
           17020614         CA                   Condominium
           17020452         CA                   Single Family
           17020615         CA                   Single Family
           17020453         MD                   PUD
           17020616         CA                   Single Family
           17020454         GA                   PUD
           17020617         CA                   PUD
           17020455         NJ                   Single Family
           17020456         MA                   Single Family
           17020618         CA                   PUD
           17020619         CA                   Single Family
           17020457         MA                   Single Family
           17020458         IL                   Condominium
           17020459         CA                   PUD
           17020620         MD                   PUD
           17020621         VA                   Condominium
           17020622         MD                   PUD
           17020460         CA                   PUD
           17020623         WA                   PUD
           17020461         MD                   PUD
           17020624         AZ                   PUD
           17020462         AZ                   PUD
           17020625         CA                   PUD
           17020463         CA                   Condominium
           17020626         CA                   Single Family
           17020464         VA                   PUD
           17020627         FL                   PUD
           17020465         MA                   Single Family
           17020628         CA                   Single Family
           17020466         WY                   PUD
           17020629         CA                   Single Family
           17020467         IL                   PUD
           17020468         VA                   PUD
           17020469         MD                   Single Family
           17020630         CA                   PUD
           17020631         CA                   PUD
           17020632         CA                   PUD
           17020470         CA                   Condominium
           17020633         AZ                   PUD
           17020471         NE                   PUD
           17020634         CA                   PUD
           17020472         NJ                   Single Family
           17020635         CA                   Single Family
           17020473         CA                   Single Family
           17020636         WA                   Single Family
           17020474         VA                   Single Family
           17020637         CA                   Condominium
           17020475         WA                   Single Family
           17020638         MD                   PUD
           17020476         CT                   Single Family
           17020477         CA                   Single Family
           17020478         CA                   Single Family
           17020479         CO                   Single Family
           17020800         CA                   Single Family
           17020801         CA                   Single Family
           17020640         CO                   Single Family
           17020802         VA                   PUD
           17020641         AZ                   PUD
           17020803         CA                   Single Family
           17020642         CA                   Single Family
           17020480         NC                   PUD
           17020804         CA                   Single Family
           17020643         ID                   PUD
           17020481         VA                   PUD
           17020805         PA                   Single Family
           17020644         CA                   Condominium
           17020482         CA                   Single Family
           17020806         CA                   Single Family
           17020645         CA                   Condominium
           17020483         NC                   Condominium
           17020807         CA                   Single Family
           17020436         CA                   Condominium
           17020437         CA                   Single Family
           17020438         CA                   PUD
           17020439         NV                   PUD
           17020600         CA                   PUD
           17020601         CA                   Single Family
           17020602         CA                   Single Family
           17020440         CA                   Single Family
           17020603         VA                   Single Family
           17020441         IL                   Single Family
           17020604         CA                   PUD
           17020442         FL                   PUD
           17020605         VA                   Condominium
           17020606         CA                   PUD
           17020444         VA                   PUD
           17020607         AZ                   Single Family
           17020445         CA                   Condominium
           17020608         CA                   Single Family
           17020446         CA                   Condominium
           17020609         CA                   Single Family
           17020447         MD                   PUD
           17020448         CA                   Single Family
           17020449         MD                   Single Family
           17020610         CA                   Single Family
           17020611         CA                   Single Family
           17020771         CA                   Single Family
           17020772         CA                   Single Family
           17020773         CA                   Single Family
           17020774         IL                   Single Family
           17020775         AZ                   Single Family
           17020777         CA                   PUD
           17020778         CA                   Single Family
           17020779         CA                   Single Family
           17020780         CA                   Condominium
           17020400         IL                   Single Family
           17020401         CA                   PUD
           17020402         CA                   Single Family
           17020403         CA                   Condominium
           17020404         CA                   PUD
           17020405         WA                   Single Family
           17020406         CA                   Condominium
           17020407         NJ                   Single Family
           17020408         CA                   PUD
           17020409         AL                   PUD
           17020410         CA                   PUD
           17020411         CA                   Condominium
           17020412         VA                   Single Family
           17020413         CA                   Condominium
           17020415         CA                   PUD
           17020416         CA                   Condominium
           17020417         VA                   PUD
           17020418         NY                   Single Family
           17020419         NY                   Condominium
           17020420         CA                   PUD
           17020421         TX                   PUD
           17020422         MD                   Single Family
           17020423         VA                   PUD
           17020424         VA                   PUD
           17020425         NE                   PUD
           17020427         MD                   PUD
           17020428         NV                   PUD
           17020429         WA                   PUD
           17020430         CA                   Single Family
           17020431         CO                   PUD
           17020432         NV                   PUD
           17020433         CO                   Single Family
           17020434         MA                   Single Family
           17020761         AZ                   PUD
           17020762         CA                   Single Family
           17020763         TN                   Single Family
           17020764         CA                   Condominium
           17020765         CT                   Single Family
           17020766         MA                   Condominium
           17020767         MA                   2-4 Family
           17020768         MA                   Single Family
           17020769         MA                   Single Family
           17020770         MD                   PUD
           17020851         CA                   Single Family
           17020852         CA                   2-4 Family
           17020690         CA                   PUD
           17020853         CA                   PUD
           17020691         AZ                   PUD
           17020854         CA                   Single Family
           17020692         CA                   Single Family
           17020855         CA                   PUD
           17020693         VA                   PUD
           17020856         CA                   Single Family
           17020694         VA                   Single Family
           17020857         VA                   Single Family
           17020695         VA                   PUD
           17020858         FL                   Condominium
           17020696         CA                   Single Family
           17020859         CO                   PUD
           17020697         CA                   Single Family
           17020698         CA                   Single Family
           17020699         CA                   Single Family
           17020860         TX                   Single Family
           17020861         CA                   Single Family
           17020862         AZ                   Single Family
           17020740         RI                   Single Family
           17020741         CA                   Single Family
           17020742         CA                   Single Family
           17020580         CA                   Single Family
           17020743         NJ                   Single Family
           17020581         CA                   Single Family
           17020744         UT                   Single Family
           17020582         NJ                   Single Family
           17020745         CA                   PUD
           17020583         MD                   PUD
           17020746         SC                   Single Family
           17020584         CA                   Condominium
           17020747         CA                   PUD
           17020585         VA                   PUD
           17020748         CA                   Single Family
           17020586         NV                   PUD
           17020749         CA                   Single Family
           17020587         CA                   Single Family
           17020588         CA                   Single Family
           17020589         CA                   Single Family
           17020750         NY                   Single Family
           17020751         CA                   2-4 Family
           17020590         MD                   PUD
           17020752         NY                   Single Family
           17020591         CA                   Single Family
           17020753         CA                   Condominium
           17020592         CA                   PUD
           17020754         CA                   Single Family
           17020593         MD                   Single Family
           17020755         FL                   PUD
           17020594         WA                   Single Family
           17020756         CA                   Single Family
           17020595         IL                   Condominium
           17020757         CA                   Single Family
           17020596         CA                   Condominium
           17020758         AZ                   PUD
           17020597         NC                   Single Family
           17020759         FL                   Condominium
           17020598         CA                   Single Family
           17020599         MA                   Single Family
           17020760         AZ                   PUD
           17020738         CA                   PUD
           17020576         CA                   Single Family
           17020739         MA                   Condominium
           17020577         IL                   PUD
           17020578         MD                   Condominium
           17020390         VA                   PUD
           17149253         MA                   Condominium
           17129133         NY                   CO-OP
           17120372         CA                   Single Family
           17120377         CA                   Single Family
           17120399         CA                   Single Family
           17129138         CA                   PUD
           17120386         CA                   Condominium
           17120389         CA                   Condominium
           17120412         MD                   Single Family
           17120421         WA                   PUD
           17120390         CA                   Single Family
           17120391         CA                   PUD
           17120392         CA                   PUD
           17120393         CA                   Single Family
           17120394         CA                   Condominium
           17120395         CA                   Single Family
           17120397         CA                   Single Family
           17120398         CA                   Single Family
           17120385         CA                   Single Family
           17120387         IL                   Condominium
           17120388         WA                   PUD
           17120384         CA                   PUD
           17120330         AL                   Single Family
           17120331         CO                   Single Family
           17120332         NY                   Single Family
           17120333         CA                   PUD
           17120334         CT                   Single Family
           17120335         CA                   Single Family
           17120336         VA                   PUD
           17120337         CA                   Single Family
           17120338         CA                   PUD
           17120339         CA                   PUD
           17120341         CA                   PUD
           17120342         AZ                   PUD
           17120343         CT                   Single Family
           17120344         FL                   Single Family
           17120346         WA                   PUD
           17120347         WA                   Single Family
           17120348         CA                   Single Family
           17120349         NJ                   Condominium
           17120350         NY                   Single Family
           17120351         CA                   Single Family
           17120353         GA                   Single Family
           17120354         WA                   Single Family
           17120355         CA                   Condominium
           17120356         CA                   Single Family
           17120357         CA                   Single Family
           17120358         WA                   PUD
           17120359         WA                   Single Family
           17120360         CA                   Single Family
           17120361         CA                   Single Family
           17120362         WA                   Single Family
           17120363         CA                   Single Family
           17120364         CA                   Single Family
           17120365         CA                   Single Family
           17120366         CA                   Single Family
           17120367         FL                   Single Family
           17120370         VA                   Single Family
           17120371         CA                   Single Family
           17120373         CA                   Condominium
           17120374         MD                   PUD
           17120375         CA                   Single Family
           17120376         CA                   Single Family
           17120378         CA                   Condominium
           17120379         WA                   Single Family
           17120380         CA                   Single Family
           17120381         CA                   Single Family
           17120382         VA                   PUD
           17120383         CA                   PUD
           17120327         MA                   Single Family
           17120328         IL                   Single Family
           17149240         CA                   Condominium
           17149241         CA                   Single Family
           17149242         CA                   Condominium
           17149243         CA                   Single Family
           17149244         IL                   Single Family
           17149245         CA                   PUD
           17149246         CA                   Single Family
           17149247         CA                   Single Family
           17149248         CA                   Single Family
           17149249         CA                   Single Family
           17149250         CA                   PUD
           17149251         CA                   Single Family
           17149252         WA                   Single Family
           17149100         MD                   Condominium
           17149101         CA                   Single Family
           17149102         NH                   Single Family
           17129130         CO                   Single Family
           17129131         CA                   Single Family
           17129132         TX                   Single Family
           17129134         MA                   Condominium
           17129135         IL                   Single Family
           17129136         FL                   Single Family
           17129137         CA                   Single Family
           17129139         CA                   Single Family
           17129140         CO                   Condominium
           17129141         CA                   Condominium
           17129142         CA                   Single Family
           17129144         VA                   PUD
           17129145         CA                   PUD
           17129127         NY                   Single Family
           17129128         VA                   PUD
           17129129         TN                   PUD
           17120410         CA                   Single Family
           17120411         CA                   Single Family
           17120413         MA                   Single Family
           17120414         MA                   Single Family
           17120415         ID                   PUD
           17120416         CA                   Single Family
           17120417         CA                   Condominium
           17120418         ID                   Single Family
           17120419         CA                   PUD
           17120420         CA                   Single Family
           17120422         WA                   Single Family
           17120423         CA                   Condominium
           17120424         MA                   Single Family
           17120425         CA                   Single Family
           17120426         TN                   PUD
           17149077         MN                   Single Family
           17149078         GA                   Single Family
           17149079         IL                   Single Family
           17149080         CA                   Condominium
           17149081         CA                   Single Family
           17149082         VA                   Single Family
           17149083         UT                   PUD
           17149084         NJ                   Single Family
           17149086         CA                   Condominium
           17149087         WA                   Single Family
           17149088         CA                   Single Family
           17149089         NJ                   Single Family
           17149090         CA                   PUD
           17149091         CA                   Single Family
           17120401         CA                   Single Family
           17120402         IL                   Single Family
           17120403         TX                   PUD
           17120404         CA                   Single Family
           17120405         CA                   Single Family
           17120406         WA                   PUD
           17120407         WA                   PUD
           17120408         CA                   Condominium
           17120409         CA                   PUD
           17149092         MI                   Single Family
           17149093         WA                   PUD
           17149094         CA                   Single Family
           17149095         CA                   Single Family
           17149096         VA                   PUD
           17149097         CA                   Single Family
           17149098         CA                   PUD
           17149099         CA                   Single Family
           17120498         CA                   Single Family
           17120455         CA                   Condominium
           17120477         CA                   Single Family
           17120490         CA                   2-4 Family
           17120532         CA                   Single Family
           17120544         CA                   PUD
           17120540         CA                   Condominium
           17120541         CA                   PUD
           17120542         CA                   Single Family
           17120543         CA                   Single Family
           17120545         NV                   PUD
           17120546         CA                   Single Family
           17120547         CA                   Single Family
           17120548         CA                   Single Family
           17120549         CA                   Single Family
           17120550         CA                   PUD
           17120551         VA                   Single Family
           17120552         CA                   PUD
           17120553         CA                   PUD
           17120554         CA                   Single Family
           17120555         MT                   Single Family
           17120556         WA                   Single Family
           17120557         CA                   Single Family
           17120558         CA                   Single Family
           17120559         CA                   Single Family
           17120560         CA                   Condominium
           17120561         CA                   Condominium
           17120562         CA                   Single Family
           17120563         CA                   Single Family
           17120564         CA                   Condominium
           17120565         WA                   Single Family
           17120566         CA                   PUD
           17120567         CA                   Single Family
           17120568         CA                   Condominium
           17120569         CA                   Single Family
           17120570         WA                   PUD
           17120571         MD                   Single Family
           17120572         CA                   Single Family
           17120573         NV                   PUD
           17120574         NV                   PUD
           17120575         FL                   PUD
           17120576         TN                   PUD
           17120526         CA                   Single Family
           17120527         CA                   Single Family
           17120528         FL                   Single Family
           17120529         CT                   Single Family
           17120530         CA                   Single Family
           17120531         CA                   Single Family
           17120533         CA                   Single Family
           17120534         CA                   Single Family
           17120535         CA                   Single Family
           17120536         CA                   PUD
           17120537         VA                   Single Family
           17120538         CA                   Condominium
           17120539         CA                   Condominium
           17120510         CA                   Single Family
           17120511         CA                   PUD
           17120512         FL                   Single Family
           17120513         FL                   PUD
           17120514         MA                   Single Family
           17120515         MA                   Single Family
           17120516         CA                   Condominium
           17120517         CA                   Single Family
           17120518         CA                   Single Family
           17120519         CA                   PUD
           17120520         MA                   Single Family
           17120521         TX                   PUD
           17120522         PA                   PUD
           17120523         CA                   Condominium
           17120524         NJ                   Single Family
           17120525         UT                   Condominium
           17120500         CA                   Condominium
           17120501         VA                   PUD
           17120502         TN                   Single Family
           17120503         CA                   Single Family
           17120504         CA                   Single Family
           17120505         PA                   Single Family
           17120506         CA                   PUD
           17120507         CA                   Single Family
           17120508         FL                   PUD
           17120509         CA                   Single Family
           17149110         FL                   Single Family
           17149111         CA                   2-4 Family
           17149112         CA                   Single Family
           17149113         MD                   Single Family
           17149103         CO                   Condominium
           17149105         VA                   PUD
           17149106         CA                   Single Family
           17149107         CA                   Single Family
           17149108         CA                   Single Family
           17149109         OR                   PUD
           17120450         CA                   Single Family
           17120451         FL                   PUD
           17120452         CO                   PUD
           17120453         NJ                   Single Family
           17120454         CA                   Condominium
           17120456         WI                   Single Family
           17120457         NC                   PUD
           17120458         CA                   Single Family
           17120459         CA                   Single Family
           17120460         CA                   Single Family
           17120461         CA                   Single Family
           17120462         CA                   Condominium
           17120463         CA                   PUD
           17120464         CA                   Condominium
           17120465         CA                   PUD
           17120466         AZ                   PUD
           17120467         CA                   PUD
           17120468         FL                   Single Family
           17120469         FL                   PUD
           17120470         CA                   Single Family
           17120471         NV                   Single Family
           17120472         CO                   Single Family
           17120473         CA                   Single Family
           17120474         NY                   2-4 Family
           17120476         DC                   2-4 Family
           17120478         CA                   PUD
           17120479         CA                   Single Family
           17120480         CA                   Single Family
           17120481         CA                   PUD
           17120482         CA                   PUD
           17120483         CA                   Single Family
           17120484         CA                   Single Family
           17120485         CA                   Single Family
           17120486         CA                   Single Family
           17120487         CA                   Condominium
           17120488         WA                   Single Family
           17120489         CA                   Single Family
           17120491         CA                   2-4 Family
           17120492         VA                   PUD
           17120493         OR                   Single Family
           17120494         CA                   Condominium
           17120495         CA                   PUD
           17120496         CA                   Single Family
           17120499         NV                   PUD
           17120429         AL                   Single Family
           17120430         CA                   Condominium
           17120431         NC                   PUD
           17120432         CA                   Single Family
           17120433         CA                   Single Family
           17120434         CA                   Condominium
           17120436         CA                   Single Family
           17120437         TN                   Single Family
           17120438         CA                   PUD
           17120440         WA                   Single Family
           17120441         CA                   Condominium
           17120442         FL                   PUD
           17120443         AZ                   PUD
           17120444         CA                   Single Family
           17120445         CA                   Single Family
           17120446         NE                   Single Family
           17120447         WA                   Condominium
           17120448         CA                   Single Family
           17120449         CA                   Single Family
           17181086         NJ                   Single Family
           17171924         FL                   Single Family
           17172078         NC                   PUD
           17175048         CA                   Single Family
           17175049         NJ                   Single Family
           17171987         NM                   Condominium
           17172020         CA                   Single Family
           17203440         CA                   Single Family
           17172004         CA                   PUD
           17172023         NJ                   Single Family
           17172005         NJ                   PUD
           17203443         NM                   PUD
           17203445         CA                   PUD
           17203409         CA                   PUD
           17172044         GA                   Single Family
           17203427         CA                   Single Family
           17172008         NJ                   Condominium
           17181117         CA                   Single Family
           17172064         CA                   Single Family
           17203267         NC                   PUD
           17175071         KY                   Single Family
           17172065         CA                   Condominium
           17175054         CA                   Single Family
           17172048         GA                   Single Family
           17172049         GA                   PUD
           17171951         NC                   PUD
           17171995         KY                   Single Family
           17203410         CA                   Single Family
           17181120         NJ                   Single Family
           17172112         NJ                   Condominium
           17172014         CA                   Single Family
           17203451         MA                   Single Family
           17172051         NC                   PUD
           17203255         NJ                   Single Family
           17172053         NJ                   Single Family
           17203437         GA                   PUD
           17172036         CA                   PUD
           17172136         FL                   PUD
           17172073         CA                   Single Family
           17172055         NV                   PUD
           17203294         FL                   PUD
           17203278         MA                   Single Family
           17203359         MA                   Single Family
           17172039         GA                   PUD
           17203396         GA                   PUD
           17203423         FL                   Single Family
           17203388         CA                   PUD
           17203364         HI                   Single Family
           17203354         CA                   Single Family
           17203317         CA                   Single Family
           17171965         OR                   Single Family
           17203331         IL                   Single Family
           17172132         CA                   PUD
           17172133         VA                   Single Family
           17172127         IL                   Single Family
           17172130         MD                   Single Family
           17172104         CA                   Single Family
           17172114         CA                   Single Family
           17172125         CO                   PUD
           17172126         CA                   PUD
           17171998         CA                   Condominium
           17172001         WA                   Condominium
           17172002         CA                   Single Family
           17172010         CA                   Condominium
           17172022         AZ                   PUD
           17172033         CA                   PUD
           17172041         CA                   Single Family
           17172057         VA                   PUD
           17172061         CA                   Single Family
           17172068         UT                   Single Family
           17172074         CA                   Single Family
           17172084         CA                   Single Family
           17172086         CA                   Condominium
           17171926         AZ                   Single Family
           17171946         CA                   Single Family
           17171952         CA                   Condominium
           17171957         CA                   Single Family
           17171960         SC                   PUD
           17171979         CA                   Single Family
           17171980         CA                   PUD
           17171983         CA                   Single Family
           17171990         CA                   Single Family
           17171992         CA                   Single Family
           17171922         CA                   Single Family
           17203303         CA                   Single Family
           17203452         MA                   Single Family
           17203340         IL                   Single Family
           17203351         CA                   Single Family
           17203283         NV                   PUD
           17203252         WA                   PUD
           17203412         CA                   Single Family
           17203321         CA                   Single Family
           17203385         CA                   Condominium
           17203392         NY                   Single Family
           17203401         FL                   Condominium
           17203435         CA                   PUD
           17203383         CA                   PUD
           17203323         WI                   Single Family
           17203449         NY                   Single Family
           17203328         CA                   Single Family
           17203339         MD                   PUD
           17203315         CA                   Single Family
           17203257         VA                   Single Family
           17203295         CA                   Condominium
           17203290         CA                   Single Family
           17203299         AZ                   PUD
           17203424         CA                   Condominium
           17203379         MD                   PUD
           17203256         NV                   PUD
           17203422         CA                   Single Family
           17203253         WA                   Single Family
           17203312         CA                   Single Family
           17203293         CA                   PUD
           17203418         IL                   Single Family
           17203314         CA                   Condominium
           17203448         VA                   PUD
           17203384         CA                   PUD
           17203281         AL                   Single Family
           17203348         NY                   Single Family
           17203390         CA                   Single Family
           17203310         CA                   Single Family
           17203363         IL                   Single Family
           17203425         MD                   PUD
           17203373         NY                   Single Family
           17203266         VA                   Single Family
           17203358         CA                   Single Family
           17203429         FL                   PUD
           17203371         CA                   Single Family
           17203337         FL                   Single Family
           17203421         CA                   Single Family
           17203430         CA                   Single Family
           17203247         WA                   Single Family
           17203320         CA                   Single Family
           17203405         CA                   Single Family
           17203270         FL                   PUD
           17203362         NY                   Single Family
           17203361         FL                   Single Family
           17203272         FL                   PUD
           17203350         CA                   Single Family
           17203403         CA                   Single Family
           17203301         CA                   PUD
           17203349         CA                   Single Family
           17203338         CA                   Condominium
           17203345         CA                   Single Family
           17203307         CA                   Single Family
           17203357         CA                   Single Family
           17203442         CA                   Single Family
           17203277         CA                   Single Family
           17203280         AZ                   PUD
           17203344         LA                   Single Family
           17203381         DC                   Condominium
           17203436         IL                   Single Family
           17203333         HI                   Condominium
           17203316         IL                   Single Family
           17203305         CA                   Condominium
           17203292         AZ                   PUD
           17203419         CA                   Single Family
           17203433         DE                   Condominium
           17203438         CA                   Single Family
           17203284         CA                   Single Family
           17203275         CA                   PUD
           17203411         CA                   Single Family
           17203324         SC                   PUD
           17203408         CA                   Condominium
           17203300         WA                   PUD
           17203273         FL                   Condominium
           17203446         CT                   Single Family
           17203415         CA                   PUD
           17203389         CA                   Single Family
           17203398         FL                   Single Family
           17203274         AZ                   Single Family
           17203318         CA                   Single Family
           17203391         WA                   Single Family
           17203399         CA                   Single Family
           17203450         IL                   Single Family
           17203447         FL                   Single Family
           17203453         VA                   PUD
           17203428         CO                   PUD
           17203313         CA                   PUD
           17203431         AZ                   PUD
           17203417         CA                   Single Family
           17203343         CA                   Single Family
           17203360         CA                   PUD
           17203416         WA                   PUD
           17203406         CA                   Single Family
           17203367         CA                   Single Family
           17203380         CA                   PUD
           17203286         IL                   PUD
           17203330         NY                   2-4 Family
           17203249         VA                   PUD
           17203342         MO                   Single Family
           17203346         NY                   Single Family
           17203264         CO                   Single Family
           17203322         CA                   Condominium
           17203397         CA                   Single Family
           17203407         CA                   Single Family
           17203336         CA                   Single Family
           17203374         CA                   PUD
           17203329         MI                   Single Family
           17203327         CA                   Single Family
           17203369         CA                   Single Family
           17203335         CA                   Condominium
           17203291         CA                   Single Family
           17203289         CA                   PUD
           17203372         CA                   Condominium
           17203296         AZ                   Single Family
           17203254         CA                   Single Family
           17203444         SC                   PUD
           17203365         VA                   Single Family
           17203259         CO                   PUD
           17203366         DC                   Single Family
           17203353         CA                   PUD
           17203285         IL                   PUD
           17203352         NY                   Single Family
           17203306         IL                   Single Family
           17203414         CA                   PUD
           17203393         CA                   Single Family
           17203382         CA                   PUD
           17203302         MD                   PUD
           17203356         CA                   Single Family
           17203387         CA                   PUD
           17203377         VA                   Single Family
           17203308         CA                   Single Family
           17203276         CO                   PUD
           17203288         CA                   PUD
           17203378         CA                   Single Family
           17203376         CA                   PUD
           17203370         CA                   Condominium
           17203248         CO                   Single Family
           17203341         CA                   Single Family
           17203334         FL                   PUD
           17203395         SC                   PUD
           17203332         CA                   PUD
           17203309         CA                   PUD
           17203375         CA                   Single Family
           17203279         CA                   Condominium
           17203386         CA                   Single Family
           17203311         CA                   Single Family
           17203420         MD                   PUD
           17203402         AZ                   Single Family
           17203439         OR                   PUD
           17203297         AZ                   Single Family
           17203282         CA                   Single Family
           17203368         CA                   Single Family
           17203394         MN                   Single Family
           17203400         CA                   Single Family
           17203355         CA                   Single Family
           17203404         VA                   PUD
           17203426         UT                   Single Family
           17203298         CA                   Condominium
           17203304         NM                   Single Family
           17203434         CA                   Single Family
           17171962         CO                   PUD
           17171963         CA                   Condominium
           17171966         CA                   Condominium
           17171967         MA                   Single Family
           17171968         MI                   Single Family
           17171969         AL                   Single Family
           17171970         TX                   Single Family
           17171971         CA                   Single Family
           17171973         MI                   Single Family
           17171974         CA                   PUD
           17171978         NY                   Single Family
           17171982         CA                   Single Family
           17171985         CA                   Condominium
           17171986         CT                   Single Family
           17171988         CA                   Single Family
           17171989         CA                   Single Family
           17171991         CA                   Single Family
           17171993         CA                   PUD
           17171996         MD                   PUD
           17171999         CA                   Condominium
           17171950         CA                   Single Family
           17171955         CA                   Single Family
           17171916         CA                   Condominium
           17171917         NY                   Single Family
           17171918         CA                   PUD
           17171919         MA                   Single Family
           17171920         AZ                   PUD
           17171921         CA                   Condominium
           17171923         IL                   Single Family
           17171925         AZ                   Single Family
           17171927         AZ                   PUD
           17171933         FL                   PUD
           17171935         IL                   Single Family
           17171937         IL                   Single Family
           17171939         CA                   Single Family
           17171945         CT                   Single Family
           17171949         AZ                   PUD
           17175070         CA                   Single Family
           17175072         CA                   PUD
           17175056         CA                   PUD
           17175057         CA                   PUD
           17175059         VA                   PUD
           17175060         CA                   Single Family
           17175061         VA                   Single Family
           17175062         CA                   Single Family
           17175063         CA                   Single Family
           17175064         CA                   2-4 Family
           17175065         CA                   Single Family
           17175066         CA                   Condominium
           17175067         IL                   Single Family
           17175068         CA                   Single Family
           17175069         CA                   Single Family
           17175031         AZ                   Single Family
           17175032         AR                   PUD
           17175034         CA                   Single Family
           17175035         CA                   Single Family
           17175036         FL                   PUD
           17175037         MO                   Single Family
           17175040         AZ                   PUD
           17175041         MD                   PUD
           17175042         CA                   Single Family
           17175043         AZ                   Single Family
           17175045         MD                   Single Family
           17175046         CO                   PUD
           17175047         UT                   PUD
           17175050         CA                   PUD
           17175051         CA                   Condominium
           17175052         CA                   Single Family
           17175053         FL                   PUD
           17175024         ID                   Single Family
           17175025         VA                   Single Family
           17175026         IL                   PUD
           17175027         CA                   PUD
           17175028         VA                   PUD
           17175029         VA                   PUD
           17172120         CA                   Single Family
           17172121         OR                   Single Family
           17172122         CA                   Condominium
           17172123         CA                   Single Family
           17172124         FL                   Single Family
           17172128         CA                   Single Family
           17172129         CA                   PUD
           17172131         CA                   PUD
           17172134         NV                   Single Family
           17172135         CA                   Single Family
           17172137         VA                   Single Family
           17172138         AL                   Single Family
           17172139         CA                   Condominium
           17172100         VA                   PUD
           17172101         CA                   PUD
           17172102         CA                   Condominium
           17172103         CA                   Single Family
           17172105         CA                   2-4 Family
           17172106         CA                   Single Family
           17172107         AZ                   PUD
           17172108         UT                   Single Family
           17172109         CA                   Single Family
           17172110         CA                   Single Family
           17172111         CA                   Single Family
           17172113         CA                   PUD
           17172115         CA                   PUD
           17172116         CA                   Single Family
           17172117         CA                   PUD
           17172119         VA                   Single Family
           17181161         FL                   PUD
           17172090         CA                   Single Family
           17181162         MD                   Single Family
           17172091         CO                   PUD
           17172092         CA                   Single Family
           17172093         CT                   Single Family
           17172094         CA                   PUD
           17172095         VA                   Single Family
           17172097         VA                   PUD
           17172098         CA                   Single Family
           17172099         VA                   PUD
           17181150         CA                   Single Family
           17181151         CA                   Single Family
           17172080         FL                   PUD
           17181152         MD                   PUD
           17172081         WA                   Single Family
           17181153         CA                   Condominium
           17172082         CA                   Single Family
           17181154         FL                   PUD
           17172083         OR                   Condominium
           17172085         WA                   PUD
           17181158         PA                   Single Family
           17172087         VA                   PUD
           17181159         CA                   Single Family
           17172088         FL                   Single Family
           17172089         CA                   Condominium
           17172060         CA                   PUD
           17181132         CA                   PUD
           17181133         CA                   Single Family
           17172062         OR                   PUD
           17181134         MD                   Single Family
           17172063         CA                   Single Family
           17181135         CA                   Single Family
           17181136         CA                   Single Family
           17172066         CA                   PUD
           17181138         CA                   Single Family
           17172067         CA                   PUD
           17172069         AL                   PUD
           17181140         CA                   PUD
           17172070         CT                   Single Family
           17172071         CA                   Single Family
           17181143         WA                   Single Family
           17172072         CA                   Condominium
           17181145         CA                   Condominium
           17181146         CO                   Single Family
           17172075         CA                   Single Family
           17181147         CA                   PUD
           17172076         CA                   Single Family
           17181148         CA                   Single Family
           17172077         CA                   PUD
           17172079         IL                   Condominium
           17181130         CA                   Single Family
           17181131         CA                   PUD
           17181121         VA                   PUD
           17172050         FL                   PUD
           17181122         MI                   Single Family
           17181123         CA                   Single Family
           17172052         TX                   PUD
           17181124         OR                   Single Family
           17181125         CA                   Single Family
           17172054         CA                   Single Family
           17181126         MD                   PUD
           17172056         CA                   Single Family
           17172059         CA                   Single Family
           17172047         CA                   Condominium
           17181119         CA                   Condominium
           17172021         CA                   PUD
           17172024         CA                   Single Family
           17172025         NY                   Condominium
           17172026         NE                   Single Family
           17172027         DE                   Single Family
           17172028         HI                   Single Family
           17172029         MN                   Single Family
           17181100         CA                   Single Family
           17181101         WA                   Single Family
           17172030         TX                   Condominium
           17181102         CA                   Single Family
           17172031         CA                   Single Family
           17172032         CA                   Single Family
           17181104         AZ                   Single Family
           17181105         IL                   PUD
           17172034         FL                   PUD
           17181106         CA                   PUD
           17172035         CA                   PUD
           17181107         WA                   Condominium
           17181108         CO                   PUD
           17172037         NY                   Condominium
           17181109         CA                   Single Family
           17172038         WA                   Single Family
           17181110         CA                   PUD
           17181111         NY                   Single Family
           17172040         MA                   Single Family
           17181112         CA                   Single Family
           17181113         NY                   Single Family
           17172042         CA                   Single Family
           17181114         CA                   PUD
           17172043         SC                   Single Family
           17181115         NY                   CO-OP
           17181116         CA                   PUD
           17172045         ID                   Single Family
           17172046         CA                   Condominium
           17172017         MD                   PUD
           17172018         VA                   Single Family
           17172019         CA                   Single Family
           17172000         CA                   2-4 Family
           17172006         AZ                   PUD
           17172007         MD                   PUD
           17172009         CA                   Single Family
           17172011         NY                   Single Family
           17172013         ME                   Condominium
           17172015         OR                   PUD
           17172016         VA                   Single Family
           17181088         CA                   PUD
           17181090         CA                   Single Family
           17181092         KS                   PUD
           17181093         CA                   PUD
           17181094         CA                   PUD
           17181095         VA                   PUD
           17181096         CA                   Single Family
           17181097         CA                   PUD
           17181099         WA                   PUD
           17181082         CA                   Single Family
           17181083         CA                   Single Family
           17181084         IL                   PUD
           17181085         IL                   Condominium
           17172140         NV                   Single Family
           17172141         CA                   Condominium
           17172142         SC                   Condominium
           17175038         CA                   Single Family
           17175039         CA                   Single Family
           17175044         CA                   Single Family
           17175073         AZ                   Single Family
           17181098         CA                   Single Family
           17181103         CA                   Condominium
           17181118         OR                   Single Family
           17181128         CA                   Condominium
           17181129         CA                   PUD
           17181137         CA                   Single Family
           17181139         CA                   Condominium
           17181144         HI                   Single Family
           17181149         IL                   Single Family
           17181155         CA                   Single Family
           17181156         CA                   Single Family
           17181157         CA                   Single Family
           17181160         CA                   Condominium
           17171928         CA                   PUD
           17171929         CA                   PUD
           17171930         WY                   Single Family
           17171931         VA                   PUD
           17171932         FL                   PUD
           17171934         SC                   PUD
           17171936         MD                   PUD
           17171938         CA                   PUD
           17171940         AZ                   PUD
           17171941         CA                   Single Family
           17171942         CA                   PUD
           17171943         MN                   PUD
           17171944         CA                   Single Family
           17171947         CA                   PUD
           17171948         CA                   PUD
           17171953         CA                   PUD
           17171954         NV                   PUD
           17171956         CA                   Condominium
           17171958         SC                   PUD
           17171959         CA                   PUD
           17171961         CA                   Single Family
           17171964         CA                   Single Family
           17171975         FL                   PUD
           17171976         CA                   Single Family
           17171977         AZ                   Single Family
           17171981         CA                   Condominium
           17171984         CA                   Single Family
           17171994         CA                   Single Family
           17171997         CA                   Single Family
           17172003         CA                   PUD
           17172058         CA                   Single Family
           17175030         CA                   PUD
           17175033         CA                   Condominium
           17175055         CA                   Single Family
           17181087         MD                   Single Family
           17181089         UT                   Single Family
           17181091         ID                   PUD
           17181127         MN                   Single Family
           17172118         CA                   Single Family
           17181142         UT                   Single Family

           LOAN_SEQ                                  CURRENT_GROSS_COUPON             SERV_FEE
           17020574                                          6.3750                    0.1750
           17020737                                          5.3750                    0.1750
           17020575                                          5.7500                    0.1750
           17020498                                          6.2500                    0.1750
           17020499                                          5.7500                    0.1750
           17020820                                          5.6250                    0.1750
           17020821                                          5.8750                    0.1750
           17020660                                          6.6250                    0.1750
           17020822                                          5.7500                    0.1750
           17020661                                          5.7500                    0.1750
           17020823                                          6.0000                    0.1750
           17020662                                          6.1250                    0.1750
           17020824                                          5.8750                    0.1750
           17020663                                          6.2500                    0.1750
           17020825                                          5.7500                    0.1750
           17020664                                          6.3750                    0.1750
           17020826                                          5.8750                    0.1750
           17020665                                          5.7500                    0.1750
           17020827                                          6.0000                    0.1750
           17020828                                          5.8750                    0.1750
           17020667                                          6.0000                    0.1750
           17020829                                          5.3750                    0.1750
           17020668                                          6.3750                    0.1750
           17020669                                          5.8750                    0.1750
           17020830                                          5.7500                    0.1750
           17020831                                          5.8750                    0.1750
           17020670                                          5.8750                    0.1750
           17020832                                          6.2500                    0.1750
           17020833                                          5.8750                    0.1750
           17020671                                          6.0000                    0.1750
           17020834                                          5.8750                    0.1750
           17020672                                          6.3750                    0.1750
           17020835                                          6.2500                    0.1750
           17020673                                          5.2500                    0.1750
           17020836                                          6.0000                    0.1750
           17020674                                          5.8750                    0.1750
           17020837                                          6.1250                    0.1750
           17020675                                          5.8750                    0.1750
           17020838                                          5.5000                    0.1750
           17020676                                          6.0000                    0.1750
           17020839                                          5.3750                    0.1750
           17020677                                          6.6250                    0.1750
           17020678                                          6.6250                    0.1750
           17020679                                          6.3750                    0.1750
           17020840                                          5.8750                    0.1750
           17020841                                          5.8750                    0.1750
           17020842                                          5.7500                    0.1750
           17020680                                          6.8750                    0.1750
           17020843                                          5.8750                    0.1750
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           17203420                                          6.0000                    0.1750
           17203402                                          6.3750                    0.1750
           17203439                                          5.7500                    0.1750
           17203297                                          6.5000                    0.1750
           17203282                                          6.3750                    0.1750
           17203368                                          5.8750                    0.1750
           17203394                                          5.7500                    0.1750
           17203400                                          5.8750                    0.1750
           17203355                                          5.5000                    0.1750
           17203404                                          5.7500                    0.1750
           17203426                                          5.2500                    0.1750
           17203298                                          6.1250                    0.1750
           17203304                                          5.7500                    0.1750
           17203434                                          5.6250                    0.1750
           17171962                                          6.1250                    0.1750
           17171963                                          6.2500                    0.1750
           17171966                                          6.1250                    0.1750
           17171967                                          5.8750                    0.1750
           17171968                                          6.1250                    0.1750
           17171969                                          5.8750                    0.1750
           17171970                                          5.7500                    0.1750
           17171971                                          6.3750                    0.1750
           17171973                                          5.8750                    0.1750
           17171974                                          6.5000                    0.1750
           17171978                                          5.8750                    0.1750
           17171982                                          5.7500                    0.1750
           17171985                                          5.5000                    0.1750
           17171986                                          6.2500                    0.1750
           17171988                                          5.2500                    0.1750
           17171989                                          5.8750                    0.1750
           17171991                                          5.8750                    0.1750
           17171993                                          5.8750                    0.1750
           17171996                                          6.3750                    0.1750
           17171999                                          5.8750                    0.1750
           17171950                                          6.1250                    0.1750
           17171955                                          6.0000                    0.1750
           17171916                                          5.1250                    0.1750
           17171917                                          6.0000                    0.1750
           17171918                                          5.3750                    0.1750
           17171919                                          5.5000                    0.1750
           17171920                                          5.8750                    0.1750
           17171921                                          6.6250                    0.1750
           17171923                                          6.0000                    0.1750
           17171925                                          6.3750                    0.1750
           17171927                                          5.8750                    0.1750
           17171933                                          5.0000                    0.1750
           17171935                                          6.3750                    0.1750
           17171937                                          6.2500                    0.1750
           17171939                                          6.0000                    0.1750
           17171945                                          6.0000                    0.1750
           17171949                                          6.2500                    0.1750
           17175070                                          6.2500                    0.1750
           17175072                                          6.1250                    0.1750
           17175056                                          4.5000                    0.1750
           17175057                                          6.5000                    0.1750
           17175059                                          5.3750                    0.1750
           17175060                                          5.5000                    0.1750
           17175061                                          5.6250                    0.1750
           17175062                                          6.3750                    0.1750
           17175063                                          5.7500                    0.1750
           17175064                                          5.8750                    0.1750
           17175065                                          5.8750                    0.1750
           17175066                                          6.2500                    0.1750
           17175067                                          6.5000                    0.1750
           17175068                                          5.7500                    0.1750
           17175069                                          6.0000                    0.1750
           17175031                                          6.3750                    0.1750
           17175032                                          5.5000                    0.1750
           17175034                                          5.5000                    0.1750
           17175035                                          5.8750                    0.1750
           17175036                                          5.8750                    0.1750
           17175037                                          6.2500                    0.1750
           17175040                                          6.2500                    0.1750
           17175041                                          5.8750                    0.1750
           17175042                                          6.1250                    0.1750
           17175043                                          6.3750                    0.1750
           17175045                                          6.2500                    0.1750
           17175046                                          6.1250                    0.1750
           17175047                                          6.2500                    0.1750
           17175050                                          6.2500                    0.1750
           17175051                                          4.7500                    0.1750
           17175052                                          6.0000                    0.1750
           17175053                                          6.0000                    0.1750
           17175024                                          6.5000                    0.1750
           17175025                                          5.5000                    0.1750
           17175026                                          5.8750                    0.1750
           17175027                                          6.2500                    0.1750
           17175028                                          5.6250                    0.1750
           17175029                                          5.0000                    0.1750
           17172120                                          6.3750                    0.1750
           17172121                                          6.0000                    0.1750
           17172122                                          5.6250                    0.1750
           17172123                                          6.6250                    0.1750
           17172124                                          6.2500                    0.1750
           17172128                                          6.2500                    0.1750
           17172129                                          6.6250                    0.1750
           17172131                                          5.7500                    0.1750
           17172134                                          5.8750                    0.1750
           17172135                                          8.1250                    0.1750
           17172137                                          5.7500                    0.1750
           17172138                                          6.0000                    0.1750
           17172139                                          6.8750                    0.1750
           17172100                                          5.7500                    0.1750
           17172101                                          5.7500                    0.1750
           17172102                                          5.2500                    0.1750
           17172103                                          5.6250                    0.1750
           17172105                                          6.2500                    0.1750
           17172106                                          6.5000                    0.1750
           17172107                                          5.7500                    0.1750
           17172108                                          6.0000                    0.1750
           17172109                                          5.7500                    0.1750
           17172110                                          6.1250                    0.1750
           17172111                                          5.5000                    0.1750
           17172113                                          5.5000                    0.1750
           17172115                                          6.0000                    0.1750
           17172116                                          5.7500                    0.1750
           17172117                                          5.7500                    0.1750
           17172119                                          6.2500                    0.1750
           17181161                                          6.5000                    0.1750
           17172090                                          6.0000                    0.1750
           17181162                                          6.3750                    0.1750
           17172091                                          6.1250                    0.1750
           17172092                                          5.8750                    0.1750
           17172093                                          6.2500                    0.1750
           17172094                                          5.8750                    0.1750
           17172095                                          5.3750                    0.1750
           17172097                                          4.7500                    0.1750
           17172098                                          6.5000                    0.1750
           17172099                                          4.7500                    0.1750
           17181150                                          5.8750                    0.1750
           17181151                                          5.7500                    0.1750
           17172080                                          5.5000                    0.1750
           17181152                                          6.3750                    0.1750
           17172081                                          5.6250                    0.1750
           17181153                                          5.6250                    0.1750
           17172082                                          5.8750                    0.1750
           17181154                                          5.7500                    0.1750
           17172083                                          6.1250                    0.1750
           17172085                                          5.7500                    0.1750
           17181158                                          5.6250                    0.1750
           17172087                                          6.2500                    0.1750
           17181159                                          6.5000                    0.1750
           17172088                                          6.3750                    0.1750
           17172089                                          6.2500                    0.1750
           17172060                                          6.2500                    0.1750
           17181132                                          6.0000                    0.1750
           17181133                                          5.6250                    0.1750
           17172062                                          6.6250                    0.1750
           17181134                                          5.6250                    0.1750
           17172063                                          4.8750                    0.1750
           17181135                                          5.7500                    0.1750
           17181136                                          6.3750                    0.1750
           17172066                                          6.1250                    0.1750
           17181138                                          6.3750                    0.1750
           17172067                                          5.8750                    0.1750
           17172069                                          5.8750                    0.1750
           17181140                                          6.1250                    0.1750
           17172070                                          5.8750                    0.1750
           17172071                                          5.8750                    0.1750
           17181143                                          6.1250                    0.1750
           17172072                                          5.6250                    0.1750
           17181145                                          5.5000                    0.1750
           17181146                                          5.7500                    0.1750
           17172075                                          6.0000                    0.1750
           17181147                                          5.5000                    0.1750
           17172076                                          6.2500                    0.1750
           17181148                                          5.8750                    0.1750
           17172077                                          5.7500                    0.1750
           17172079                                          5.3750                    0.1750
           17181130                                          6.6250                    0.1750
           17181131                                          5.8750                    0.1750
           17181121                                          6.0000                    0.1750
           17172050                                          6.1250                    0.1750
           17181122                                          6.3750                    0.1750
           17181123                                          5.8750                    0.1750
           17172052                                          5.7500                    0.1750
           17181124                                          5.6250                    0.1750
           17181125                                          4.8750                    0.1750
           17172054                                          5.8750                    0.1750
           17181126                                          6.3750                    0.1750
           17172056                                          5.7500                    0.1750
           17172059                                          6.0000                    0.1750
           17172047                                          5.8750                    0.1750
           17181119                                          6.1250                    0.1750
           17172021                                          6.0000                    0.1750
           17172024                                          5.8750                    0.1750
           17172025                                          5.8750                    0.1750
           17172026                                          5.2500                    0.1750
           17172027                                          5.8750                    0.1750
           17172028                                          6.3750                    0.1750
           17172029                                          6.3750                    0.1750
           17181100                                          5.8750                    0.1750
           17181101                                          6.6250                    0.1750
           17172030                                          6.1250                    0.1750
           17181102                                          5.8750                    0.1750
           17172031                                          5.7500                    0.1750
           17172032                                          5.6250                    0.1750
           17181104                                          6.0000                    0.1750
           17181105                                          6.1250                    0.1750
           17172034                                          6.6250                    0.1750
           17181106                                          5.5000                    0.1750
           17172035                                          6.1250                    0.1750
           17181107                                          6.2500                    0.1750
           17181108                                          5.8750                    0.1750
           17172037                                          5.8750                    0.1750
           17181109                                          6.1250                    0.1750
           17172038                                          6.2500                    0.1750
           17181110                                          6.2500                    0.1750
           17181111                                          5.5000                    0.1750
           17172040                                          5.6250                    0.1750
           17181112                                          7.2500                    0.1750
           17181113                                          5.0000                    0.1750
           17172042                                          5.5000                    0.1750
           17181114                                          5.7500                    0.1750
           17172043                                          6.1250                    0.1750
           17181115                                          5.8750                    0.1750
           17181116                                          6.0000                    0.1750
           17172045                                          6.5000                    0.1750
           17172046                                          4.7500                    0.1750
           17172017                                          6.0000                    0.1750
           17172018                                          5.7500                    0.1750
           17172019                                          6.2500                    0.1750
           17172000                                          6.8750                    0.1750
           17172006                                          5.8750                    0.1750
           17172007                                          5.6250                    0.1750
           17172009                                          5.6250                    0.1750
           17172011                                          5.8750                    0.1750
           17172013                                          6.6250                    0.1750
           17172015                                          5.8750                    0.1750
           17172016                                          5.6250                    0.1750
           17181088                                          5.8750                    0.1750
           17181090                                          5.8750                    0.1750
           17181092                                          6.1250                    0.1750
           17181093                                          6.5000                    0.1750
           17181094                                          6.7500                    0.1750
           17181095                                          5.8750                    0.1750
           17181096                                          5.5000                    0.1750
           17181097                                          6.1250                    0.1750
           17181099                                          5.3750                    0.1750
           17181082                                          5.8750                    0.1750
           17181083                                          5.8750                    0.1750
           17181084                                          6.6250                    0.1750
           17181085                                          6.1250                    0.1750
           17172140                                          6.2500                    0.1750
           17172141                                          6.5000                    0.1750
           17172142                                          5.8750                    0.1750
           17175038                                          6.2500                    0.1750
           17175039                                          6.3750                    0.1750
           17175044                                          4.7500                    0.1750
           17175073                                          6.2500                    0.1750
           17181098                                          6.3750                    0.1750
           17181103                                          5.8750                    0.1750
           17181118                                          6.0000                    0.1750
           17181128                                          5.8750                    0.1750
           17181129                                          5.8750                    0.1750
           17181137                                          5.8750                    0.1750
           17181139                                          5.0000                    0.1750
           17181144                                          5.8750                    0.1750
           17181149                                          6.2500                    0.1750
           17181155                                          6.5000                    0.1750
           17181156                                          6.2500                    0.1750
           17181157                                          5.5000                    0.1750
           17181160                                          6.0000                    0.1750
           17171928                                          6.1250                    0.1750
           17171929                                          6.1250                    0.1750
           17171930                                          5.6250                    0.1750
           17171931                                          5.0000                    0.1750
           17171932                                          6.6250                    0.1750
           17171934                                          6.5000                    0.1750
           17171936                                          6.2500                    0.1750
           17171938                                          6.1250                    0.1750
           17171940                                          6.2500                    0.1750
           17171941                                          6.6250                    0.1750
           17171942                                          5.7500                    0.1750
           17171943                                          5.0000                    0.1750
           17171944                                          5.6250                    0.1750
           17171947                                          5.6250                    0.1750
           17171948                                          6.0000                    0.1750
           17171953                                          4.8750                    0.1750
           17171954                                          6.2500                    0.1750
           17171956                                          6.2500                    0.1750
           17171958                                          6.0000                    0.1750
           17171959                                          6.1250                    0.1750
           17171961                                          5.8750                    0.1750
           17171964                                          6.2500                    0.1750
           17171975                                          6.2500                    0.1750
           17171976                                          6.5000                    0.1750
           17171977                                          6.3750                    0.1750
           17171981                                          6.5000                    0.1750
           17171984                                          5.1250                    0.1750
           17171994                                          6.6250                    0.1750
           17171997                                          6.0000                    0.1750
           17172003                                          4.7500                    0.1750
           17172058                                          4.3750                    0.1750
           17175030                                          5.5000                    0.1750
           17175033                                          5.8750                    0.1750
           17175055                                          6.5000                    0.1750
           17181087                                          6.7500                    0.1750
           17181089                                          6.1250                    0.1750
           17181091                                          5.8750                    0.1750
           17181127                                          6.2500                    0.1750
           17172118                                          5.6250                    0.1750
           17181142                                          5.6250                    0.1750

           LOAN_SEQ                MSERV                LPMI
           17020574                0.0000              0.0000
           17020737                0.0000              0.0000
           17020575                0.0000              0.0000
           17020498                0.0000              0.0000
           17020499                0.0000              0.0000
           17020820                0.0000              0.0000
           17020821                0.0000              0.0000
           17020660                0.0000              0.0000
           17020822                0.0000              0.0000
           17020661                0.0000              0.0000
           17020823                0.0000              0.0000
           17020662                0.0000              0.0000
           17020824                0.0000              0.0000
           17020663                0.0000              0.0000
           17020825                0.0000              0.0000
           17020664                0.0000              0.0000
           17020826                0.0000              0.0000
           17020665                0.0000              0.0000
           17020827                0.0000              0.0000
           17020828                0.0000              0.0000
           17020667                0.0000              0.0000
           17020829                0.0000              0.0000
           17020668                0.0000              0.0000
           17020669                0.0000              0.0000
           17020830                0.0000              0.0000
           17020831                0.0000              0.0000
           17020670                0.0000              0.0000
           17020832                0.0000              0.0000
           17020833                0.0000              0.0000
           17020671                0.0000              0.0000
           17020834                0.0000              0.0000
           17020672                0.0000              0.0000
           17020835                0.0000              0.0000
           17020673                0.0000              0.0000
           17020836                0.0000              0.3900
           17020674                0.0000              0.0000
           17020837                0.0000              0.0000
           17020675                0.0000              0.0000
           17020838                0.0000              0.0000
           17020676                0.0000              0.0000
           17020839                0.0000              0.0000
           17020677                0.0000              0.0000
           17020678                0.0000              0.0000
           17020679                0.0000              0.0000
           17020840                0.0000              0.0000
           17020841                0.0000              0.0000
           17020842                0.0000              0.0000
           17020680                0.0000              0.0000
           17020843                0.0000              0.0000
           17020681                0.0000              0.0000
           17020844                0.0000              0.0000
           17020682                0.0000              0.0000
           17020845                0.0000              0.0000
           17020683                0.0000              0.0000
           17020846                0.0000              0.0000
           17020684                0.0000              0.0000
           17020685                0.0000              0.0000
           17020848                0.0000              0.0000
           17020686                0.0000              0.0000
           17020849                0.0000              0.0000
           17020687                0.0000              0.0000
           17020688                0.0000              0.0000
           17020689                0.0000              0.0000
           17020850                0.0000              0.0000
           17020657                0.0000              0.0000
           17020495                0.0000              0.0000
           17020819                0.0000              0.0000
           17020658                0.0000              0.0000
           17020496                0.0000              0.0000
           17020659                0.0000              0.0000
           17020497                0.0000              0.0000
           17020492                0.0000              0.0000
           17020816                0.0000              0.0000
           17020655                0.0000              0.0000
           17020493                0.0000              0.0000
           17020817                0.0000              0.0000
           17020656                0.0000              0.0000
           17020494                0.0000              0.0000
           17020812                0.0000              0.0000
           17020651                0.0000              0.0000
           17020813                0.0000              0.0000
           17020814                0.0000              0.0000
           17020652                0.0000              0.0000
           17020490                0.0000              0.0000
           17020491                0.0000              0.0000
           17020815                0.0000              0.0000
           17020654                0.0000              0.0000
           17020500                0.0000              0.0000
           17020501                0.0000              0.0000
           17020502                0.0000              0.0000
           17020503                0.0000              0.0000
           17020504                0.0000              0.0000
           17020505                0.0000              0.0000
           17020506                0.0000              0.0000
           17020507                0.0000              0.0000
           17020508                0.0000              0.0000
           17020509                0.0000              0.0000
           17020510                0.0000              0.0000
           17020511                0.0000              0.0000
           17020512                0.0000              0.0000
           17020513                0.0000              0.0000
           17020514                0.0000              0.0000
           17020515                0.0000              0.0000
           17020516                0.0000              0.0000
           17020517                0.0000              0.0000
           17020518                0.0000              0.0000
           17020519                0.0000              0.0000
           17020520                0.0000              0.0000
           17020521                0.0000              0.0000
           17020522                0.0000              0.0000
           17020523                0.0000              0.0000
           17020524                0.0000              0.0000
           17020525                0.0000              0.0000
           17020526                0.0000              0.0000
           17020527                0.0000              0.0000
           17020528                0.0000              0.0000
           17020529                0.0000              0.0000
           17020530                0.0000              0.0000
           17020531                0.0000              0.0000
           17020532                0.0000              0.0000
           17020533                0.0000              0.0000
           17020534                0.0000              0.0000
           17020535                0.0000              0.0000
           17020536                0.0000              0.0000
           17020537                0.0000              0.0000
           17020538                0.0000              0.0000
           17020539                0.0000              0.0000
           17020700                0.0000              0.0000
           17020701                0.0000              0.0000
           17020702                0.0000              0.0000
           17020540                0.0000              0.0000
           17020703                0.0000              0.0000
           17020541                0.0000              0.0000
           17020704                0.0000              0.0000
           17020542                0.0000              0.0000
           17020705                0.0000              0.0000
           17020543                0.0000              0.0000
           17020706                0.0000              0.0000
           17020544                0.0000              0.0000
           17020707                0.0000              0.0000
           17020545                0.0000              0.0000
           17020708                0.0000              0.0000
           17020546                0.0000              0.0000
           17020547                0.0000              0.0000
           17020385                0.0000              0.0000
           17020548                0.0000              0.0000
           17020386                0.0000              0.0000
           17020549                0.0000              0.0000
           17020387                0.0000              0.0000
           17020388                0.0000              0.0000
           17020389                0.0000              0.0000
           17020710                0.0000              0.3900
           17020711                0.0000              0.0000
           17020550                0.0000              0.0000
           17020712                0.0000              0.0000
           17020551                0.0000              0.0000
           17020713                0.0000              0.0000
           17020714                0.0000              0.0000
           17020552                0.0000              0.0000
           17020715                0.0000              0.0000
           17020553                0.0000              0.0000
           17020391                0.0000              0.0000
           17020392                0.0000              0.0000
           17020554                0.0000              0.0000
           17020716                0.0000              0.0000
           17020717                0.0000              0.0000
           17020555                0.0000              0.0000
           17020393                0.0000              0.0000
           17020718                0.0000              0.0000
           17020556                0.0000              0.0000
           17020394                0.0000              0.0000
           17020395                0.0000              0.0000
           17020557                0.0000              0.0000
           17020719                0.0000              0.0000
           17020558                0.0000              0.0000
           17020397                0.0000              0.0000
           17020559                0.0000              0.0000
           17020398                0.0000              0.0000
           17020399                0.0000              0.0000
           17020720                0.0000              0.0000
           17020721                0.0000              0.0000
           17020722                0.0000              0.0000
           17020560                0.0000              0.0000
           17020723                0.0000              0.0000
           17020561                0.0000              0.0000
           17020724                0.0000              0.0000
           17020562                0.0000              0.0000
           17020725                0.0000              0.0000
           17020563                0.0000              0.0000
           17020726                0.0000              0.0000
           17020564                0.0000              0.0000
           17020727                0.0000              0.0000
           17020565                0.0000              0.0000
           17020728                0.0000              0.0000
           17020566                0.0000              0.0000
           17020729                0.0000              0.0000
           17020567                0.0000              0.0000
           17020568                0.0000              0.0000
           17020569                0.0000              0.0000
           17020730                0.0000              0.0000
           17020731                0.0000              0.0000
           17020732                0.0000              0.0000
           17020570                0.0000              0.0000
           17020733                0.0000              0.0000
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           LOAN_SEQ                        TRUSTEE_FEE                           CURRENT_NET_COUPON
           17020574                         0.0085                                      6.1915
           17020737                         0.0085                                      5.1915
           17020575                         0.0085                                      5.5665
           17020498                         0.0085                                      6.0665
           17020499                         0.0085                                      5.5665
           17020820                         0.0085                                      5.4415
           17020821                         0.0085                                      5.6915
           17020660                         0.0085                                      6.4415
           17020822                         0.0085                                      5.5665
           17020661                         0.0085                                      5.5665
           17020823                         0.0085                                      5.8165
           17020662                         0.0085                                      5.9415
           17020824                         0.0085                                      5.6915
           17020663                         0.0085                                      6.0665
           17020825                         0.0085                                      5.5665
           17020664                         0.0085                                      6.1915
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           17203380                         0.0085                                      3.6915
           17203286                         0.0085                                      5.6915
           17203330                         0.0085                                      5.6915
           17203249                         0.0085                                      4.5665
           17203342                         0.0085                                      6.0665
           17203346                         0.0085                                      5.6915
           17203264                         0.0085                                      5.5665
           17203322                         0.0085                                      5.3165
           17203397                         0.0085                                      5.6915
           17203407                         0.0085                                      5.5665
           17203336                         0.0085                                      6.0665
           17203374                         0.0085                                      5.6915
           17203329                         0.0085                                      5.8165
           17203327                         0.0085                                      5.5665
           17203369                         0.0085                                      4.5665
           17203335                         0.0085                                      6.0665
           17203291                         0.0085                                      5.5665
           17203289                         0.0085                                      6.1915
           17203372                         0.0085                                      4.5665
           17203296                         0.0085                                      5.8165
           17203254                         0.0085                                      5.9415
           17203444                         0.0085                                      6.3165
           17203365                         0.0085                                      6.1915
           17203259                         0.0085                                      5.4415
           17203366                         0.0085                                      5.6915
           17203353                         0.0085                                      5.9415
           17203285                         0.0085                                      5.8165
           17203352                         0.0085                                      5.9415
           17203306                         0.0085                                      5.5665
           17203414                         0.0085                                      6.0665
           17203393                         0.0085                                      5.6915
           17203382                         0.0085                                      5.6915
           17203302                         0.0085                                      5.6915
           17203356                         0.0085                                      5.5665
           17203387                         0.0085                                      5.9415
           17203377                         0.0085                                      5.3165
           17203308                         0.0085                                      5.5665
           17203276                         0.0085                                      5.5665
           17203288                         0.0085                                      5.5665
           17203378                         0.0085                                      4.1915
           17203376                         0.0085                                      5.5665
           17203370                         0.0085                                      5.6915
           17203248                         0.0085                                      5.9415
           17203341                         0.0085                                      5.8165
           17203334                         0.0085                                      5.4415
           17203395                         0.0085                                      5.6915
           17203332                         0.0085                                      5.8165
           17203309                         0.0085                                      5.4415
           17203375                         0.0085                                      5.8165
           17203279                         0.0085                                      5.1915
           17203386                         0.0085                                      5.8165
           17203311                         0.0085                                      4.8165
           17203420                         0.0085                                      5.8165
           17203402                         0.0085                                      6.1915
           17203439                         0.0085                                      5.5665
           17203297                         0.0085                                      6.3165
           17203282                         0.0085                                      6.1915
           17203368                         0.0085                                      5.6915
           17203394                         0.0085                                      5.5665
           17203400                         0.0085                                      5.6915
           17203355                         0.0085                                      5.3165
           17203404                         0.0085                                      5.5665
           17203426                         0.0085                                      5.0665
           17203298                         0.0085                                      5.9415
           17203304                         0.0085                                      5.5665
           17203434                         0.0085                                      5.4415
           17171962                         0.0085                                      5.9415
           17171963                         0.0085                                      6.0665
           17171966                         0.0085                                      5.9415
           17171967                         0.0085                                      5.6915
           17171968                         0.0085                                      5.9415
           17171969                         0.0085                                      5.6915
           17171970                         0.0085                                      5.5665
           17171971                         0.0085                                      6.1915
           17171973                         0.0085                                      5.6915
           17171974                         0.0085                                      6.3165
           17171978                         0.0085                                      5.6915
           17171982                         0.0085                                      5.5665
           17171985                         0.0085                                      5.3165
           17171986                         0.0085                                      6.0665
           17171988                         0.0085                                      5.0665
           17171989                         0.0085                                      5.6915
           17171991                         0.0085                                      5.6915
           17171993                         0.0085                                      5.6915
           17171996                         0.0085                                      6.1915
           17171999                         0.0085                                      5.6915
           17171950                         0.0085                                      5.9415
           17171955                         0.0085                                      5.8165
           17171916                         0.0085                                      4.9415
           17171917                         0.0085                                      5.8165
           17171918                         0.0085                                      5.1915
           17171919                         0.0085                                      5.3165
           17171920                         0.0085                                      5.6915
           17171921                         0.0085                                      6.4415
           17171923                         0.0085                                      5.8165
           17171925                         0.0085                                      6.1915
           17171927                         0.0085                                      5.6915
           17171933                         0.0085                                      4.8165
           17171935                         0.0085                                      6.1915
           17171937                         0.0085                                      6.0665
           17171939                         0.0085                                      5.8165
           17171945                         0.0085                                      5.8165
           17171949                         0.0085                                      6.0665
           17175070                         0.0085                                      6.0665
           17175072                         0.0085                                      5.9415
           17175056                         0.0085                                      4.3165
           17175057                         0.0085                                      6.3165
           17175059                         0.0085                                      5.1915
           17175060                         0.0085                                      5.3165
           17175061                         0.0085                                      5.4415
           17175062                         0.0085                                      6.1915
           17175063                         0.0085                                      5.5665
           17175064                         0.0085                                      5.6915
           17175065                         0.0085                                      5.6915
           17175066                         0.0085                                      6.0665
           17175067                         0.0085                                      6.3165
           17175068                         0.0085                                      5.5665
           17175069                         0.0085                                      5.8165
           17175031                         0.0085                                      6.1915
           17175032                         0.0085                                      5.3165
           17175034                         0.0085                                      5.3165
           17175035                         0.0085                                      5.6915
           17175036                         0.0085                                      5.6915
           17175037                         0.0085                                      6.0665
           17175040                         0.0085                                      6.0665
           17175041                         0.0085                                      5.6915
           17175042                         0.0085                                      5.9415
           17175043                         0.0085                                      6.1915
           17175045                         0.0085                                      6.0665
           17175046                         0.0085                                      5.9415
           17175047                         0.0085                                      6.0665
           17175050                         0.0085                                      6.0665
           17175051                         0.0085                                      4.5665
           17175052                         0.0085                                      5.8165
           17175053                         0.0085                                      5.8165
           17175024                         0.0085                                      6.3165
           17175025                         0.0085                                      5.3165
           17175026                         0.0085                                      5.6915
           17175027                         0.0085                                      6.0665
           17175028                         0.0085                                      5.4415
           17175029                         0.0085                                      4.8165
           17172120                         0.0085                                      6.1915
           17172121                         0.0085                                      5.8165
           17172122                         0.0085                                      5.4415
           17172123                         0.0085                                      6.4415
           17172124                         0.0085                                      6.0665
           17172128                         0.0085                                      6.0665
           17172129                         0.0085                                      6.4415
           17172131                         0.0085                                      5.5665
           17172134                         0.0085                                      5.6915
           17172135                         0.0085                                      7.9415
           17172137                         0.0085                                      5.5665
           17172138                         0.0085                                      5.8165
           17172139                         0.0085                                      6.6915
           17172100                         0.0085                                      5.5665
           17172101                         0.0085                                      5.5665
           17172102                         0.0085                                      5.0665
           17172103                         0.0085                                      5.4415
           17172105                         0.0085                                      6.0665
           17172106                         0.0085                                      6.3165
           17172107                         0.0085                                      5.5665
           17172108                         0.0085                                      5.8165
           17172109                         0.0085                                      5.5665
           17172110                         0.0085                                      5.9415
           17172111                         0.0085                                      5.3165
           17172113                         0.0085                                      5.3165
           17172115                         0.0085                                      5.8165
           17172116                         0.0085                                      5.5665
           17172117                         0.0085                                      5.5665
           17172119                         0.0085                                      6.0665
           17181161                         0.0085                                      6.3165
           17172090                         0.0085                                      5.8165
           17181162                         0.0085                                      6.1915
           17172091                         0.0085                                      5.9415
           17172092                         0.0085                                      5.6915
           17172093                         0.0085                                      6.0665
           17172094                         0.0085                                      5.6915
           17172095                         0.0085                                      5.1915
           17172097                         0.0085                                      4.5665
           17172098                         0.0085                                      6.3165
           17172099                         0.0085                                      4.5665
           17181150                         0.0085                                      5.6915
           17181151                         0.0085                                      5.5665
           17172080                         0.0085                                      5.3165
           17181152                         0.0085                                      6.1915
           17172081                         0.0085                                      5.4415
           17181153                         0.0085                                      5.4415
           17172082                         0.0085                                      5.6915
           17181154                         0.0085                                      5.5665
           17172083                         0.0085                                      5.9415
           17172085                         0.0085                                      5.5665
           17181158                         0.0085                                      5.4415
           17172087                         0.0085                                      6.0665
           17181159                         0.0085                                      6.3165
           17172088                         0.0085                                      6.1915
           17172089                         0.0085                                      6.0665
           17172060                         0.0085                                      6.0665
           17181132                         0.0085                                      5.8165
           17181133                         0.0085                                      5.4415
           17172062                         0.0085                                      6.4415
           17181134                         0.0085                                      5.4415
           17172063                         0.0085                                      4.6915
           17181135                         0.0085                                      5.5665
           17181136                         0.0085                                      6.1915
           17172066                         0.0085                                      5.9415
           17181138                         0.0085                                      6.1915
           17172067                         0.0085                                      5.6915
           17172069                         0.0085                                      5.6915
           17181140                         0.0085                                      5.9415
           17172070                         0.0085                                      5.6915
           17172071                         0.0085                                      5.6915
           17181143                         0.0085                                      5.9415
           17172072                         0.0085                                      5.4415
           17181145                         0.0085                                      5.3165
           17181146                         0.0085                                      5.5665
           17172075                         0.0085                                      5.8165
           17181147                         0.0085                                      5.3165
           17172076                         0.0085                                      6.0665
           17181148                         0.0085                                      5.6915
           17172077                         0.0085                                      5.5665
           17172079                         0.0085                                      5.1915
           17181130                         0.0085                                      6.4415
           17181131                         0.0085                                      5.6915
           17181121                         0.0085                                      5.8165
           17172050                         0.0085                                      5.9415
           17181122                         0.0085                                      6.1915
           17181123                         0.0085                                      5.6915
           17172052                         0.0085                                      5.5665
           17181124                         0.0085                                      5.4415
           17181125                         0.0085                                      4.6915
           17172054                         0.0085                                      5.6915
           17181126                         0.0085                                      6.1915
           17172056                         0.0085                                      5.5665
           17172059                         0.0085                                      5.8165
           17172047                         0.0085                                      5.6915
           17181119                         0.0085                                      5.9415
           17172021                         0.0085                                      5.8165
           17172024                         0.0085                                      5.6915
           17172025                         0.0085                                      5.6915
           17172026                         0.0085                                      5.0665
           17172027                         0.0085                                      5.6915
           17172028                         0.0085                                      6.1915
           17172029                         0.0085                                      6.1915
           17181100                         0.0085                                      5.6915
           17181101                         0.0085                                      6.4415
           17172030                         0.0085                                      5.9415
           17181102                         0.0085                                      5.6915
           17172031                         0.0085                                      5.5665
           17172032                         0.0085                                      5.4415
           17181104                         0.0085                                      5.8165
           17181105                         0.0085                                      5.9415
           17172034                         0.0085                                      6.4415
           17181106                         0.0085                                      5.3165
           17172035                         0.0085                                      5.9415
           17181107                         0.0085                                      6.0665
           17181108                         0.0085                                      5.6915
           17172037                         0.0085                                      5.6915
           17181109                         0.0085                                      5.9415
           17172038                         0.0085                                      6.0665
           17181110                         0.0085                                      6.0665
           17181111                         0.0085                                      5.3165
           17172040                         0.0085                                      5.4415
           17181112                         0.0085                                      7.0665
           17181113                         0.0085                                      4.8165
           17172042                         0.0085                                      5.3165
           17181114                         0.0085                                      5.5665
           17172043                         0.0085                                      5.9415
           17181115                         0.0085                                      5.6915
           17181116                         0.0085                                      5.8165
           17172045                         0.0085                                      6.3165
           17172046                         0.0085                                      4.5665
           17172017                         0.0085                                      5.8165
           17172018                         0.0085                                      5.5665
           17172019                         0.0085                                      6.0665
           17172000                         0.0085                                      6.6915
           17172006                         0.0085                                      5.6915
           17172007                         0.0085                                      5.4415
           17172009                         0.0085                                      5.4415
           17172011                         0.0085                                      5.6915
           17172013                         0.0085                                      6.4415
           17172015                         0.0085                                      5.6915
           17172016                         0.0085                                      5.4415
           17181088                         0.0085                                      5.6915
           17181090                         0.0085                                      5.6915
           17181092                         0.0085                                      5.9415
           17181093                         0.0085                                      6.3165
           17181094                         0.0085                                      6.5665
           17181095                         0.0085                                      5.6915
           17181096                         0.0085                                      5.3165
           17181097                         0.0085                                      5.9415
           17181099                         0.0085                                      5.1915
           17181082                         0.0085                                      5.6915
           17181083                         0.0085                                      5.6915
           17181084                         0.0085                                      6.4415
           17181085                         0.0085                                      5.9415
           17172140                         0.0085                                      6.0665
           17172141                         0.0085                                      6.3165
           17172142                         0.0085                                      5.6915
           17175038                         0.0085                                      6.0665
           17175039                         0.0085                                      6.1915
           17175044                         0.0085                                      4.5665
           17175073                         0.0085                                      6.0665
           17181098                         0.0085                                      6.1915
           17181103                         0.0085                                      5.6915
           17181118                         0.0085                                      5.8165
           17181128                         0.0085                                      5.6915
           17181129                         0.0085                                      5.6915
           17181137                         0.0085                                      5.6915
           17181139                         0.0085                                      4.8165
           17181144                         0.0085                                      5.6915
           17181149                         0.0085                                      6.0665
           17181155                         0.0085                                      6.3165
           17181156                         0.0085                                      6.0665
           17181157                         0.0085                                      5.3165
           17181160                         0.0085                                      5.8165
           17171928                         0.0085                                      5.9415
           17171929                         0.0085                                      5.9415
           17171930                         0.0085                                      5.4415
           17171931                         0.0085                                      4.8165
           17171932                         0.0085                                      6.4415
           17171934                         0.0085                                      6.3165
           17171936                         0.0085                                      6.0665
           17171938                         0.0085                                      5.9415
           17171940                         0.0085                                      6.0665
           17171941                         0.0085                                      6.4415
           17171942                         0.0085                                      5.5665
           17171943                         0.0085                                      4.8165
           17171944                         0.0085                                      5.4415
           17171947                         0.0085                                      5.4415
           17171948                         0.0085                                      5.8165
           17171953                         0.0085                                      4.6915
           17171954                         0.0085                                      6.0665
           17171956                         0.0085                                      6.0665
           17171958                         0.0085                                      5.8165
           17171959                         0.0085                                      5.9415
           17171961                         0.0085                                      5.6915
           17171964                         0.0085                                      6.0665
           17171975                         0.0085                                      6.0665
           17171976                         0.0085                                      6.3165
           17171977                         0.0085                                      6.1915
           17171981                         0.0085                                      6.3165
           17171984                         0.0085                                      4.9415
           17171994                         0.0085                                      6.4415
           17171997                         0.0085                                      5.8165
           17172003                         0.0085                                      4.5665
           17172058                         0.0085                                      4.1915
           17175030                         0.0085                                      5.3165
           17175033                         0.0085                                      5.6915
           17175055                         0.0085                                      6.3165
           17181087                         0.0085                                      6.5665
           17181089                         0.0085                                      5.9415
           17181091                         0.0085                                      5.6915
           17181127                         0.0085                                      6.0665
           17172118                         0.0085                                      5.4415
           17181142                         0.0085                                      5.4415

           LOAN_SEQ                      STATED_MAT                               STATED_ORIGINAL_TERM
           17020574                       20370201                                          360
           17020737                       20370201                                          360
           17020575                       20370201                                          360
           17020498                       20370101                                          360
           17020499                       20370201                                          360
           17020820                       20370201                                          360
           17020821                       20370201                                          360
           17020660                       20370201                                          360
           17020822                       20370201                                          360
           17020661                       20370101                                          360
           17020823                       20370201                                          360
           17020662                       20370201                                          360
           17020824                       20370201                                          360
           17020663                       20370101                                          360
           17020825                       20370101                                          360
           17020664                       20370201                                          360
           17020826                       20370201                                          360
           17020665                       20370201                                          360
           17020827                       20370201                                          360
           17020828                       20370201                                          360
           17020667                       20370101                                          360
           17020829                       20370201                                          360
           17020668                       20370101                                          360
           17020669                       20370101                                          360
           17020830                       20370201                                          360
           17020831                       20370201                                          360
           17020670                       20370101                                          360
           17020832                       20370201                                          360
           17020833                       20370201                                          360
           17020671                       20370201                                          360
           17020834                       20370201                                          360
           17020672                       20370201                                          360
           17020835                       20370201                                          360
           17020673                       20370101                                          360
           17020836                       20370101                                          360
           17020674                       20370101                                          360
           17020837                       20370201                                          360
           17020675                       20370201                                          360
           17020838                       20370201                                          360
           17020676                       20370201                                          360
           17020839                       20370201                                          360
           17020677                       20370101                                          360
           17020678                       20370101                                          360
           17020679                       20370101                                          360
           17020840                       20370201                                          360
           17020841                       20370201                                          360
           17020842                       20370201                                          360
           17020680                       20370101                                          360
           17020843                       20370201                                          360
           17020681                       20370101                                          360
           17020844                       20370201                                          360
           17020682                       20370101                                          360
           17020845                       20370201                                          360
           17020683                       20370201                                          360
           17020846                       20370201                                          360
           17020684                       20370201                                          360
           17020685                       20370101                                          360
           17020848                       20370201                                          360
           17020686                       20370201                                          360
           17020849                       20370201                                          360
           17020687                       20370201                                          360
           17020688                       20370101                                          360
           17020689                       20370201                                          360
           17020850                       20370201                                          360
           17020657                       20370101                                          360
           17020495                       20370101                                          360
           17020819                       20370201                                          360
           17020658                       20370101                                          360
           17020496                       20370201                                          360
           17020659                       20370201                                          360
           17020497                       20370101                                          360
           17020492                       20370101                                          360
           17020816                       20370201                                          360
           17020655                       20370101                                          360
           17020493                       20370101                                          360
           17020817                       20370201                                          360
           17020656                       20370101                                          360
           17020494                       20370101                                          360
           17020812                       20370101                                          360
           17020651                       20370201                                          360
           17020813                       20370201                                          360
           17020814                       20370201                                          360
           17020652                       20370201                                          360
           17020490                       20370101                                          360
           17020491                       20370101                                          360
           17020815                       20370201                                          360
           17020654                       20370101                                          360
           17020500                       20370201                                          360
           17020501                       20370101                                          360
           17020502                       20370101                                          360
           17020503                       20370101                                          360
           17020504                       20370101                                          360
           17020505                       20370101                                          360
           17020506                       20370101                                          360
           17020507                       20370101                                          360
           17020508                       20370201                                          360
           17020509                       20370101                                          360
           17020510                       20370101                                          360
           17020511                       20370101                                          360
           17020512                       20370101                                          360
           17020513                       20370101                                          360
           17020514                       20370101                                          360
           17020515                       20370201                                          360
           17020516                       20370101                                          360
           17020517                       20370201                                          360
           17020518                       20370101                                          360
           17020519                       20370101                                          360
           17020520                       20370101                                          360
           17020521                       20370101                                          360
           17020522                       20370101                                          360
           17020523                       20370101                                          360
           17020524                       20370101                                          360
           17020525                       20370201                                          360
           17020526                       20370201                                          360
           17020527                       20370101                                          360
           17020528                       20370201                                          360
           17020529                       20370101                                          360
           17020530                       20370201                                          360
           17020531                       20370101                                          360
           17020532                       20370101                                          360
           17020533                       20370101                                          360
           17020534                       20370201                                          360
           17020535                       20370101                                          360
           17020536                       20370101                                          360
           17020537                       20370201                                          360
           17020538                       20370101                                          360
           17020539                       20370101                                          360
           17020700                       20370201                                          360
           17020701                       20370201                                          360
           17020702                       20370201                                          360
           17020540                       20370201                                          360
           17020703                       20370201                                          360
           17020541                       20370201                                          360
           17020704                       20370201                                          360
           17020542                       20370201                                          360
           17020705                       20370101                                          360
           17020543                       20370101                                          360
           17020706                       20370101                                          360
           17020544                       20370101                                          360
           17020707                       20370201                                          360
           17020545                       20370101                                          360
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           17171976                       20370301                                          360
           17171977                       20370301                                          360
           17171981                       20370301                                          360
           17171984                       20370301                                          360
           17171994                       20370301                                          360
           17171997                       20370301                                          360
           17172003                       20370301                                          360
           17172058                       20370301                                          360
           17175030                       20370301                                          360
           17175033                       20370301                                          360
           17175055                       20370301                                          360
           17181087                       20370301                                          360
           17181089                       20370301                                          360
           17181091                       20370301                                          360
           17181127                       20370301                                          360
           17172118                       20370401                                          360
           17181142                       20370401                                          360

           LOAN_SEQ                             STATED_REM_TERM                       ORIGINAL_BALANCE
           17020574                                    358                              680000.00
           17020737                                    358                              439000.00
           17020575                                    358                              468750.00
           17020498                                    357                              500000.00
           17020499                                    358                              584480.00
           17020820                                    358                              605000.00
           17020821                                    358                              650000.00
           17020660                                    358                              444000.00
           17020822                                    358                              850000.00
           17020661                                    357                              650000.00
           17020823                                    358                              575000.00
           17020662                                    358                              572000.00
           17020824                                    358                              440000.00
           17020663                                    357                              612387.00
           17020825                                    357                              504200.00
           17020664                                    358                              700000.00
           17020826                                    358                              751200.00
           17020665                                    358                              576200.00
           17020827                                    358                              428000.00
           17020828                                    358                              488000.00
           17020667                                    357                              504000.00
           17020829                                    358                              600000.00
           17020668                                    357                              641250.00
           17020669                                    357                              467003.00
           17020830                                    358                              750000.00
           17020831                                    358                              672000.00
           17020670                                    357                              502278.00
           17020832                                    358                              513000.00
           17020833                                    358                              504000.00
           17020671                                    358                              456000.00
           17020834                                    358                              461300.00
           17020672                                    358                              584000.00
           17020835                                    358                              487500.00
           17020673                                    357                              595000.00
           17020836                                    357                              531000.00
           17020674                                    357                              419000.00
           17020837                                    358                              748000.00
           17020675                                    358                              500000.00
           17020838                                    358                              570000.00
           17020676                                    358                              744840.00
           17020839                                    358                              596500.00
           17020677                                    357                              470000.00
           17020678                                    357                              516000.00
           17020679                                    357                              500000.00
           17020840                                    358                              440000.00
           17020841                                    358                              835000.00
           17020842                                    358                              608000.00
           17020680                                    357                              560000.00
           17020843                                    358                              840000.00
           17020681                                    357                              504000.00
           17020844                                    358                              591200.00
           17020682                                    357                              424000.00
           17020845                                    358                              560000.00
           17020683                                    358                              460000.00
           17020846                                    358                             1000000.00
           17020684                                    358                              792000.00
           17020685                                    357                              422000.00
           17020848                                    358                             1000000.00
           17020686                                    358                              539200.00
           17020849                                    358                             1040000.00
           17020687                                    358                              428000.00
           17020688                                    357                              568000.00
           17020689                                    358                              479950.00
           17020850                                    358                              505000.00
           17020657                                    357                              720000.00
           17020495                                    357                              475000.00
           17020819                                    358                              447500.00
           17020658                                    357                              437650.00
           17020496                                    358                              750000.00
           17020659                                    358                              622400.00
           17020497                                    357                              559920.00
           17020492                                    357                              590000.00
           17020816                                    358                              636000.00
           17020655                                    357                              500000.00
           17020493                                    357                              586000.00
           17020817                                    358                              655500.00
           17020656                                    357                              536000.00
           17020494                                    357                              582000.00
           17020812                                    357                              527900.00
           17020651                                    358                              431500.00
           17020813                                    358                              715500.00
           17020814                                    358                             1000000.00
           17020652                                    358                              420000.00
           17020490                                    357                              475000.00
           17020491                                    357                              600000.00
           17020815                                    358                              650000.00
           17020654                                    357                              432000.00
           17020500                                    358                              549600.00
           17020501                                    357                              520000.00
           17020502                                    357                              644000.00
           17020503                                    357                              620000.00
           17020504                                    357                              431500.00
           17020505                                    357                             1000000.00
           17020506                                    357                              500000.00
           17020507                                    357                              490700.00
           17020508                                    358                              505000.00
           17020509                                    357                              582000.00
           17020510                                    357                              640000.00
           17020511                                    357                             1500000.00
           17020512                                    357                              450000.00
           17020513                                    357                              469000.00
           17020514                                    357                              450408.00
           17020515                                    358                              448000.00
           17020516                                    357                              494000.00
           17020517                                    358                              524500.00
           17020518                                    357                              524800.00
           17020519                                    357                              582000.00
           17020520                                    357                              480600.00
           17020521                                    357                              584000.00
           17020522                                    357                              422000.00
           17020523                                    357                              500000.00
           17020524                                    357                              934250.00
           17020525                                    358                              472500.00
           17020526                                    358                              475000.00
           17020527                                    357                              725000.00
           17020528                                    358                              570000.00
           17020529                                    357                              624680.00
           17020530                                    358                              546600.00
           17020531                                    357                              471500.00
           17020532                                    357                              479000.00
           17020533                                    357                              552000.00
           17020534                                    358                              513600.00
           17020535                                    357                              580000.00
           17020536                                    357                              887352.00
           17020537                                    358                              875000.00
           17020538                                    357                             1900000.00
           17020539                                    357                              840000.00
           17020700                                    358                              536500.00
           17020701                                    358                              424000.00
           17020702                                    358                              536000.00
           17020540                                    358                              585000.00
           17020703                                    358                              650000.00
           17020541                                    358                              608000.00
           17020704                                    358                              450000.00
           17020542                                    358                              527200.00
           17020705                                    357                              460500.00
           17020543                                    357                              468000.00
           17020706                                    357                              650000.00
           17020544                                    357                              479841.00
           17020707                                    358                              680000.00
           17020545                                    357                              880000.00
           17020708                                    358                             1500000.00
           17020546                                    358                              550000.00
           17020547                                    357                             1000000.00
           17020385                                    358                              520000.00
           17020548                                    357                              470000.00
           17020386                                    358                              564200.00
           17020549                                    357                              644000.00
           17020387                                    357                              760000.00
           17020388                                    358                              524000.00
           17020389                                    357                             1195360.00
           17020710                                    355                              600300.00
           17020711                                    358                              715000.00
           17020550                                    357                             1000000.00
           17020712                                    358                              680000.00
           17020551                                    357                              496000.00
           17020713                                    355                              580000.00
           17020714                                    358                              600000.00
           17020552                                    357                              460000.00
           17020715                                    355                              916000.00
           17020553                                    357                              433000.00
           17020391                                    357                              453881.00
           17020392                                    357                              495000.00
           17020554                                    358                              672000.00
           17020716                                    358                              640000.00
           17020717                                    355                              966000.00
           17020555                                    357                              912000.00
           17020393                                    358                              423975.00
           17020718                                    358                              764860.00
           17020556                                    357                              470000.00
           17020394                                    357                              540000.00
           17020395                                    355                              540000.00
           17020557                                    357                              893076.00
           17020719                                    355                             1400000.00
           17020558                                    358                              480000.00
           17020397                                    355                              650000.00
           17020559                                    357                              665000.00
           17020398                                    355                              637500.00
           17020399                                    358                              475000.00
           17020720                                    358                              455000.00
           17020721                                    358                              620000.00
           17020722                                    358                              436000.00
           17020560                                    358                              428000.00
           17020723                                    358                              650000.00
           17020561                                    358                              473200.00
           17020724                                    358                              727000.00
           17020562                                    357                              636800.00
           17020725                                    357                              432000.00
           17020563                                    357                              430000.00
           17020726                                    358                              735000.00
           17020564                                    358                              461000.00
           17020727                                    358                              619500.00
           17020565                                    358                              588200.00
           17020728                                    358                              650000.00
           17020566                                    358                              479200.00
           17020729                                    357                              639200.00
           17020567                                    357                              668000.00
           17020568                                    357                              956250.00
           17020569                                    357                              424000.00
           17020730                                    358                              806400.00
           17020731                                    358                              458235.00
           17020732                                    358                              591360.00
           17020570                                    358                              577500.00
           17020733                                    357                              600000.00
           17020571                                    357                              620000.00
           17020734                                    356                              520360.00
           17020572                                    357                              514350.00
           17020735                                    358                             2500000.00
           17020573                                    358                              805000.00
           17020736                                    358                              560000.00
           17020487                                    357                             1300000.00
           17020488                                    357                              610000.00
           17020489                                    357                              472000.00
           17020810                                    357                              535000.00
           17020811                                    358                              464000.00
           17020650                                    358                              480000.00
           17020791                                    358                              645600.00
           17020792                                    358                              424000.00
           17020793                                    358                              513600.00
           17020794                                    358                              670000.00
           17020795                                    358                              472000.00
           17020796                                    358                              944000.00
           17020797                                    357                              536000.00
           17020798                                    358                              600000.00
           17020799                                    358                              752500.00
           17020790                                    358                              602400.00
           17020646                                    358                              477000.00
           17020484                                    357                              520000.00
           17020808                                    358                              536000.00
           17020647                                    357                              465200.00
           17020485                                    357                              592000.00
           17020809                                    358                              498000.00
           17020648                                    357                              999999.00
           17020486                                    357                              480000.00
           17020649                                    357                              780000.00
           17020781                                    358                              478800.00
           17020782                                    358                              615500.00
           17020783                                    358                              504000.00
           17020784                                    358                              512000.00
           17020785                                    358                              472800.00
           17020786                                    358                              605000.00
           17020787                                    358                              540000.00
           17020788                                    357                              521000.00
           17020789                                    358                              560000.00
           17020612                                    357                              576000.00
           17020450                                    357                              450320.00
           17020613                                    357                              736000.00
           17020451                                    357                              650000.00
           17020614                                    357                              577000.00
           17020452                                    357                              486604.00
           17020615                                    358                              589000.00
           17020453                                    357                              566985.00
           17020616                                    357                              584000.00
           17020454                                    357                              552000.00
           17020617                                    358                              648000.00
           17020455                                    357                              450000.00
           17020456                                    357                              954000.00
           17020618                                    357                              594000.00
           17020619                                    357                              457000.00
           17020457                                    357                             1000000.00
           17020458                                    358                              552000.00
           17020459                                    357                              490000.00
           17020620                                    357                              644384.00
           17020621                                    357                              433200.00
           17020622                                    357                              491900.00
           17020460                                    357                              539192.00
           17020623                                    358                              719900.00
           17020461                                    357                              675500.00
           17020624                                    358                              525000.00
           17020462                                    357                              625000.00
           17020625                                    357                              685000.00
           17020463                                    357                              546185.00
           17020626                                    358                              548000.00
           17020464                                    357                              616850.00
           17020627                                    357                              456000.00
           17020465                                    357                              594000.00
           17020628                                    357                              440000.00
           17020466                                    357                             1349000.00
           17020629                                    355                              640000.00
           17020467                                    358                              480950.00
           17020468                                    357                              597100.00
           17020469                                    357                             1500000.00
           17020630                                    357                              563587.00
           17020631                                    357                              580000.00
           17020632                                    357                             1032000.00
           17020470                                    357                              525000.00
           17020633                                    358                              540240.00
           17020471                                    357                              600000.00
           17020634                                    358                              840000.00
           17020472                                    357                              450400.00
           17020635                                    358                              632000.00
           17020473                                    357                              472000.00
           17020636                                    358                              560000.00
           17020474                                    357                              566000.00
           17020637                                    358                              548000.00
           17020475                                    357                              555960.00
           17020638                                    357                              760112.00
           17020476                                    358                              750000.00
           17020477                                    357                              853000.00
           17020478                                    357                              458000.00
           17020479                                    357                              571500.00
           17020800                                    357                              860000.00
           17020801                                    357                             1000000.00
           17020640                                    358                              775000.00
           17020802                                    357                              548000.00
           17020641                                    357                              504000.00
           17020803                                    358                              504000.00
           17020642                                    358                              460000.00
           17020480                                    358                              624000.00
           17020804                                    358                              490000.00
           17020643                                    357                              966000.00
           17020481                                    357                              695700.00
           17020805                                    357                              830450.00
           17020644                                    358                              433374.00
           17020482                                    357                              820000.00
           17020806                                    358                              502500.00
           17020645                                    357                              740000.00
           17020483                                    357                              484000.00
           17020807                                    358                              560000.00
           17020436                                    356                              472620.00
           17020437                                    357                              419240.00
           17020438                                    357                              420000.00
           17020439                                    357                              571230.00
           17020600                                    357                              600000.00
           17020601                                    358                              600000.00
           17020602                                    358                              448000.00
           17020440                                    356                              535000.00
           17020603                                    357                              640000.00
           17020441                                    358                              500000.00
           17020604                                    358                              559000.00
           17020442                                    357                              510724.00
           17020605                                    358                              765927.00
           17020606                                    357                              500000.00
           17020444                                    357                              479950.00
           17020607                                    357                              721800.00
           17020445                                    357                              880000.00
           17020608                                    357                              552000.00
           17020446                                    357                              547840.00
           17020609                                    357                              664000.00
           17020447                                    357                              588000.00
           17020448                                    357                              421600.00
           17020449                                    356                              500500.00
           17020610                                    358                              456000.00
           17020611                                    357                              500000.00
           17020771                                    358                              520000.00
           17020772                                    358                              790000.00
           17020773                                    358                              626000.00
           17020774                                    358                              807500.00
           17020775                                    358                              443800.00
           17020777                                    358                              640000.00
           17020778                                    358                              435000.00
           17020779                                    358                              528000.00
           17020780                                    358                              572000.00
           17020400                                    356                             1250000.00
           17020401                                    356                             1000000.00
           17020402                                    358                              556996.00
           17020403                                    357                              510410.00
           17020404                                    356                              709720.00
           17020405                                    358                              500000.00
           17020406                                    359                              500000.00
           17020407                                    358                             1000000.00
           17020408                                    358                              750000.00
           17020409                                    358                              461200.00
           17020410                                    358                              983232.00
           17020411                                    357                              462800.00
           17020412                                    358                              640000.00
           17020413                                    358                              470000.00
           17020415                                    357                              574733.00
           17020416                                    357                              444742.00
           17020417                                    358                              479000.00
           17020418                                    358                             2000000.00
           17020419                                    358                             1000000.00
           17020420                                    358                              514500.00
           17020421                                    358                              536000.00
           17020422                                    358                              644000.00
           17020423                                    355                              766800.00
           17020424                                    356                              794000.00
           17020425                                    356                              468000.00
           17020427                                    357                              650000.00
           17020428                                    357                              489700.00
           17020429                                    356                              427000.00
           17020430                                    357                             1775000.00
           17020431                                    357                              650000.00
           17020432                                    357                              576000.00
           17020433                                    356                             1000000.00
           17020434                                    357                             2000000.00
           17020761                                    358                              544400.00
           17020762                                    358                             1000000.00
           17020763                                    358                              572000.00
           17020764                                    358                             1000000.00
           17020765                                    357                              467500.00
           17020766                                    357                              568000.00
           17020767                                    358                              552700.00
           17020768                                    358                              452400.00
           17020769                                    358                              600000.00
           17020770                                    357                              470100.00
           17020851                                    358                              956000.00
           17020852                                    358                              783000.00
           17020690                                    357                              650000.00
           17020853                                    358                              441000.00
           17020691                                    357                              496800.00
           17020854                                    358                              593600.00
           17020692                                    358                              528000.00
           17020855                                    358                              665000.00
           17020693                                    358                              529600.00
           17020856                                    358                             1500000.00
           17020694                                    357                              595000.00
           17020857                                    358                              735000.00
           17020695                                    357                              550000.00
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           17020696                                    358                              460000.00
           17020859                                    358                              471100.00
           17020697                                    358                              468750.00
           17020698                                    358                              567000.00
           17020699                                    358                              600000.00
           17020860                                    358                             1300000.00
           17020861                                    358                              864000.00
           17020862                                    358                              650000.00
           17020740                                    358                             1098679.00
           17020741                                    358                              635200.00
           17020742                                    358                              653000.00
           17020580                                    357                              475000.00
           17020743                                    358                              500000.00
           17020581                                    357                              548000.00
           17020744                                    358                              514400.00
           17020582                                    358                              454300.00
           17020745                                    359                              797560.00
           17020583                                    358                              510000.00
           17020746                                    358                              520000.00
           17020584                                    357                              616000.00
           17020747                                    358                              427281.00
           17020585                                    357                              440000.00
           17020748                                    358                             2362500.00
           17020586                                    358                              635000.00
           17020749                                    358                              765000.00
           17020587                                    358                              750755.00
           17020588                                    297                              512000.00
           17020589                                    358                              728000.00
           17020750                                    358                              472500.00
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           17020590                                    357                              609459.00
           17020752                                    357                              956250.00
           17020591                                    357                              418000.00
           17020753                                    357                              447771.00
           17020592                                    357                              437000.00
           17020754                                    358                              436000.00
           17020593                                    357                              520000.00
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           17020594                                    358                              550000.00
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           17020596                                    357                              459920.00
           17020758                                    358                              472000.00
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           17020599                                    358                              600000.00
           17020760                                    358                              692000.00
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           17020739                                    358                              500000.00
           17020577                                    358                              520000.00
           17020578                                    357                              513200.00
           17020390                                    351                              482000.00
           17149253                                    360                              480000.00
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           17120372                                    359                              475000.00
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           17120399                                    359                              503000.00
           17129138                                    359                              980000.00
           17120386                                    359                              455992.00
           17120389                                    359                              952500.00
           17120412                                    359                              423000.00
           17120421                                    479                              591201.00
           17120390                                    359                              598000.00
           17120391                                    359                              592000.00
           17120392                                    359                              496000.00
           17120393                                    359                              693361.00
           17120394                                    359                              479680.00
           17120395                                    359                              464000.00
           17120397                                    359                              450000.00
           17120398                                    359                              445000.00
           17120385                                    359                              428000.00
           17120387                                    359                              643850.00
           17120388                                    359                              551992.00
           17120384                                    359                              648400.00
           17120330                                    358                              640000.00
           17120331                                    359                             1120000.00
           17120332                                    358                              990000.00
           17120333                                    358                              714000.00
           17120334                                    359                             1100000.00
           17120335                                    358                              600000.00
           17120336                                    358                              812000.00
           17120337                                    359                             1200000.00
           17120338                                    358                              420000.00
           17120339                                    359                              920000.00
           17120341                                    359                              984000.00
           17120342                                    358                              476000.00
           17120343                                    359                              840000.00
           17120344                                    358                              650000.00
           17120346                                    358                             1000000.00
           17120347                                    358                              770000.00
           17120348                                    359                              486998.00
           17120349                                    359                              476000.00
           17120350                                    359                              644000.00
           17120351                                    358                              528000.00
           17120353                                    359                              500000.00
           17120354                                    359                              456000.00
           17120355                                    359                              612450.00
           17120356                                    359                              500500.00
           17120357                                    359                              449000.00
           17120358                                    358                              536000.00
           17120359                                    359                              487500.00
           17120360                                    359                              480000.00
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           17171982                                    360                              649999.00
           17171985                                    360                              650000.00
           17171986                                    360                              500000.00
           17171988                                    360                              573000.00
           17171989                                    360                              559000.00
           17171991                                    360                              514000.00
           17171993                                    360                              688200.00
           17171996                                    360                              598636.00
           17171999                                    360                              480000.00
           17171950                                    359                              557000.00
           17171955                                    359                              669000.00
           17171916                                    359                              535065.00
           17171917                                    360                             1000000.00
           17171918                                    360                              715944.00
           17171919                                    360                              920000.00
           17171920                                    360                              569600.00
           17171921                                    360                              487804.00
           17171923                                    360                              528000.00
           17171925                                    358                              999950.00
           17171927                                    360                              605368.00
           17171933                                    359                              485000.00
           17171935                                    480                              770800.00
           17171937                                    360                              450000.00
           17171939                                    360                             1000000.00
           17171945                                    360                              550000.00
           17171949                                    360                              513430.00
           17175070                                    360                              516000.00
           17175072                                    360                              524800.00
           17175056                                    360                              739850.00
           17175057                                    360                              944489.00
           17175059                                    480                              920000.00
           17175060                                    360                              600000.00
           17175061                                    360                             1341600.00
           17175062                                    360                              640000.00
           17175063                                    360                             1000000.00
           17175064                                    360                              592000.00
           17175065                                    360                              442000.00
           17175066                                    360                              487500.00
           17175067                                    360                              466458.00
           17175068                                    360                              500000.00
           17175069                                    360                              588000.00
           17175031                                    359                              560000.00
           17175032                                    360                              644000.00
           17175034                                    360                              540000.00
           17175035                                    360                              563600.00
           17175036                                    360                              600000.00
           17175037                                    360                              696600.00
           17175040                                    360                              534000.00
           17175041                                    360                              438500.00
           17175042                                    360                              492000.00
           17175043                                    360                              500000.00
           17175045                                    360                              499000.00
           17175046                                    360                              999936.00
           17175047                                    360                              740000.00
           17175050                                    360                              571333.00
           17175051                                    360                              524679.00
           17175052                                    360                              468000.00
           17175053                                    360                              708000.00
           17175024                                    354                              588000.00
           17175025                                    360                              600000.00
           17175026                                    360                              712800.00
           17175027                                    360                              713960.00
           17175028                                    358                              739900.00
           17175029                                    360                              478488.00
           17172120                                    360                              610000.00
           17172121                                    360                              725000.00
           17172122                                    360                              496000.00
           17172123                                    360                              546400.00
           17172124                                    360                              540000.00
           17172128                                    360                              448000.00
           17172129                                    360                              664000.00
           17172131                                    360                              825000.00
           17172134                                    360                              579000.00
           17172135                                    360                             1000000.00
           17172137                                    360                              508000.00
           17172138                                    360                              445963.00
           17172139                                    360                              477600.00
           17172100                                    360                              446200.00
           17172101                                    360                              487000.00
           17172102                                    360                              436790.00
           17172103                                    360                              652000.00
           17172105                                    360                              640800.00
           17172106                                    360                             1000000.00
           17172107                                    360                              461600.00
           17172108                                    360                              491000.00
           17172109                                    360                              431000.00
           17172110                                    360                              539000.00
           17172111                                    360                              424000.00
           17172113                                    360                              880000.00
           17172115                                    360                             1000000.00
           17172116                                    360                              650000.00
           17172117                                    360                              430000.00
           17172119                                    360                              528000.00
           17181161                                    360                              500000.00
           17172090                                    360                              692000.00
           17181162                                    359                              422400.00
           17172091                                    360                              557300.00
           17172092                                    360                              660000.00
           17172093                                    360                              982500.00
           17172094                                    360                              534400.00
           17172095                                    360                              456000.00
           17172097                                    360                              540000.00
           17172098                                    360                              475000.00
           17172099                                    360                              540000.00
           17181150                                    360                              549000.00
           17181151                                    360                              500000.00
           17172080                                    360                              780000.00
           17181152                                    360                              473900.00
           17172081                                    360                              447920.00
           17181153                                    360                              452000.00
           17172082                                    360                              540000.00
           17181154                                    360                              520000.00
           17172083                                    360                              639000.00
           17172085                                    360                              720000.00
           17181158                                    360                              473400.00
           17172087                                    360                              459550.00
           17181159                                    360                              560000.00
           17172088                                    360                              430000.00
           17172089                                    360                              464000.00
           17172060                                    360                              556000.00
           17181132                                    360                              494400.00
           17181133                                    360                              811500.00
           17172062                                    360                              500000.00
           17181134                                    360                              440000.00
           17172063                                    360                              540000.00
           17181135                                    360                              576000.00
           17181136                                    360                              500000.00
           17172066                                    360                              719000.00
           17181138                                    360                              488000.00
           17172067                                    360                              920000.00
           17172069                                    360                              500000.00
           17181140                                    360                              476000.00
           17172070                                    360                              479500.00
           17172071                                    360                              522000.00
           17181143                                    360                              840000.00
           17172072                                    360                              715000.00
           17181145                                    360                              575200.00
           17181146                                    360                              546000.00
           17172075                                    360                              700000.00
           17181147                                    360                              500000.00
           17172076                                    360                              824000.00
           17181148                                    360                              520000.00
           17172077                                    360                              690000.00
           17172079                                    360                              460000.00
           17181130                                    360                              609450.00
           17181131                                    360                              838150.00
           17181121                                    360                             1060000.00
           17172050                                    360                              450000.00
           17181122                                    360                              473890.00
           17181123                                    360                              508000.00
           17172052                                    360                              536000.00
           17181124                                    360                              570400.00
           17181125                                    360                              720000.00
           17172054                                    360                              776000.00
           17181126                                    360                              900380.00
           17172056                                    360                              552000.00
           17172059                                    360                              640000.00
           17172047                                    360                              708000.00
           17181119                                    360                              769680.00
           17172021                                    360                              955920.00
           17172024                                    360                              636000.00
           17172025                                    360                              799800.00
           17172026                                    360                              640000.00
           17172027                                    360                              520000.00
           17172028                                    359                              685000.00
           17172029                                    360                              595000.00
           17181100                                    360                              438000.00
           17181101                                    360                              728000.00
           17172030                                    360                              453600.00
           17181102                                    360                              448000.00
           17172031                                    360                              688000.00
           17172032                                    360                              896000.00
           17181104                                    360                              625000.00
           17181105                                    360                              472000.00
           17172034                                    360                              522000.00
           17181106                                    360                              552000.00
           17172035                                    360                              464000.00
           17181107                                    360                              440000.00
           17181108                                    360                              500000.00
           17172037                                    360                              668000.00
           17181109                                    360                              486000.00
           17172038                                    360                              428000.00
           17181110                                    360                              925799.00
           17181111                                    360                              900000.00
           17172040                                    360                              750000.00
           17181112                                    360                              588000.00
           17181113                                    360                              450000.00
           17172042                                    360                              448000.00
           17181114                                    360                              824588.00
           17172043                                    360                              776000.00
           17181115                                    360                              500000.00
           17181116                                    360                              700000.00
           17172045                                    360                              420500.00
           17172046                                    360                              513600.00
           17172017                                    360                              454759.00
           17172018                                    360                              564000.00
           17172019                                    360                              522550.00
           17172000                                    359                              695200.00
           17172006                                    360                              540000.00
           17172007                                    360                             1329000.00
           17172009                                    360                              650000.00
           17172011                                    360                              840000.00
           17172013                                    360                              500000.00
           17172015                                    360                              459000.00
           17172016                                    360                              512000.00
           17181088                                    360                              528500.00
           17181090                                    360                              488000.00
           17181092                                    360                              440000.00
           17181093                                    360                              608000.00
           17181094                                    360                              606240.00
           17181095                                    360                              577000.00
           17181096                                    360                              576000.00
           17181097                                    360                              489000.00
           17181099                                    360                              649900.00
           17181082                                    360                              436000.00
           17181083                                    360                              486500.00
           17181084                                    360                              500000.00
           17181085                                    360                              456000.00
           17172140                                    360                              426560.00
           17172141                                    360                              568000.00
           17172142                                    360                              503522.00
           17175038                                    360                              620500.00
           17175039                                    359                              640000.00
           17175044                                    360                              509272.00
           17175073                                    360                              618500.00
           17181098                                    359                              512000.00
           17181103                                    360                              480000.00
           17181118                                    360                              676000.00
           17181128                                    360                              508000.00
           17181129                                    360                              543500.00
           17181137                                    360                              650000.00
           17181139                                    360                              550000.00
           17181144                                    360                              708000.00
           17181149                                    360                              999999.00
           17181155                                    360                             1220000.00
           17181156                                    360                              500000.00
           17181157                                    360                              616000.00
           17181160                                    360                              488000.00
           17171928                                    359                              479900.00
           17171929                                    359                              615800.00
           17171930                                    359                              650000.00
           17171931                                    359                              694350.00
           17171932                                    359                              475000.00
           17171934                                    359                              517320.00
           17171936                                    359                              527950.00
           17171938                                    359                              576800.00
           17171940                                    359                              444000.00
           17171941                                    359                              475000.00
           17171942                                    359                             1500000.00
           17171943                                    359                              799900.00
           17171944                                    359                             2500000.00
           17171947                                    359                              744000.00
           17171948                                    359                              530400.00
           17171953                                    359                              542400.00
           17171954                                    359                              460000.00
           17171956                                    359                              452000.00
           17171958                                    359                              533850.00
           17171959                                    359                              650000.00
           17171961                                    359                              943200.00
           17171964                                    359                              640000.00
           17171975                                    359                              568000.00
           17171976                                    359                              451850.00
           17171977                                    359                              845000.00
           17171981                                    359                              712000.00
           17171984                                    359                              452000.00
           17171994                                    359                              558400.00
           17171997                                    359                              464000.00
           17172003                                    359                              880000.00
           17172058                                    359                              590772.00
           17175030                                    359                              580750.00
           17175033                                    359                              511200.00
           17175055                                    359                              496000.00
           17181087                                    359                              560800.00
           17181089                                    359                              472932.00
           17181091                                    359                              612000.00
           17181127                                    359                              585000.00
           17172118                                    360                              718000.00
           17181142                                    360                             1666888.00

            LOAN_SEQ                         FIRST_PAY_DATE               PAYMENT
           17020574                            20070301                  3612.50
           17020737                            20070301                  1966.35
           17020575                            20070301                  2246.09
           17020498                            20070201                  2604.17
           17020499                            20070301                  3410.87
           17020820                            20070301                  2835.94
           17020821                            20070301                  3181.56
           17020660                            20070301                  2451.25
           17020822                            20070301                  4072.92
           17020661                            20070201                  3114.58
           17020823                            20070301                  2875.00
           17020662                            20070301                  2919.58
           17020824                            20070301                  2148.39
           17020663                            20070201                  3189.43
           17020825                            20070201                  2415.96
           17020664                            20070301                  3717.12
           17020826                            20070301                  3677.75
           17020665                            20070301                  2760.96
           17020827                            20070301                  2140.00
           17020828                            20070301                  2385.83
           17020667                            20070201                  2519.50
           17020829                            20070301                  2687.50
           17020668                            20070201                  3406.64
           17020669                            20070201                  2286.37
           17020830                            20070301                  3593.75
           17020831                            20070301                  3290.00
           17020670                            20070201                  2459.07
           17020832                            20070301                  2671.88
           17020833                            20070301                  2467.50
           17020671                            20070301                  2280.00
           17020834                            20070301                  2258.45
           17020672                            20070301                  3102.50
           17020835                            20070301                  2537.99
           17020673                            20070201                  3285.61
           17020836                            20070201                  2655.00
           17020674                            20070201                  2051.35
           17020837                            20070301                  3817.92
           17020675                            20070301                  2447.92
           17020838                            20070301                  2612.50
           17020676                            20070301                  3724.20
           17020839                            20070301                  2671.82
           17020677                            20070201                  2594.79
           17020678                            20070201                  2848.75
           17020679                            20070201                  2656.25
           17020840                            20070301                  2154.17
           17020841                            20070301                  4088.02
           17020842                            20070301                  2913.33
           17020680                            20070201                  3208.33
           17020843                            20070301                  4112.50
           17020681                            20070201                  2625.00
           17020844                            20070301                  2956.00
           17020682                            20070201                  2120.00
           17020845                            20070301                  2800.00
           17020683                            20070301                  2151.55
           17020846                            20070301                  4479.17
           17020684                            20070301                  3877.50
           17020685                            20070201                  2496.29
           17020848                            20070301                  5312.50
           17020686                            20070301                  2805.78
           17020849                            20070301                  5415.52
           17020687                            20070301                  2226.56
           17020688                            20070201                  3060.40
           17020689                            20070301                  2399.75
           17020850                            20070301                  2472.40
           17020657                            20070201                  3525.00
           17020495                            20070201                  2375.00
           17020819                            20070301                  2284.11
           17020658                            20070201                  2325.02
           17020496                            20070301                  3750.00
           17020659                            20070301                  3112.00
           17020497                            20070201                  2798.94
           17020492                            20070201                  2827.08
           17020816                            20070301                  3113.75
           17020655                            20070201                  2552.08
           17020493                            20070201                  3052.08
           17020817                            20070301                  2867.81
           17020656                            20070201                  2791.67
           17020494                            20070201                  2935.83
           17020812                            20070201                  2804.47
           17020651                            20070301                  2337.29
           17020813                            20070301                  3652.03
           17020814                            20070301                  4895.83
           17020652                            20070301                  2187.50
           17020490                            20070201                  2177.08
           17020491                            20070201                  2810.91
           17020815                            20070301                  3114.58
           17020654                            20070201                  2295.00
           17020500                            20070301                  2793.56
           17020501                            20070201                  2870.83
           17020502                            20070201                  3758.21
           17020503                            20070201                  2841.67
           17020504                            20070201                  2200.92
           17020505                            20070201                  5208.33
           17020506                            20070201                  2957.69
           17020507                            20070201                  2504.61
           17020508                            20070301                  2472.40
           17020509                            20070201                  3031.25
           17020510                            20070201                  3000.00
           17020511                            20070201                  7647.29
           17020512                            20070201                  2296.88
           17020513                            20070201                  2244.90
           17020514                            20070201                  1876.70
           17020515                            20070301                  2333.33
           17020516                            20070201                  2470.00
           17020517                            20070301                  3186.92
           17020518                            20070201                  2624.00
           17020519                            20070201                  2606.88
           17020520                            20070201                  2302.88
           17020521                            20070201                  2859.17
           17020522                            20070201                  2066.04
           17020523                            20070201                  3038.06
           17020524                            20070201                  4865.88
           17020525                            20070301                  2460.94
           17020526                            20070301                  2226.56
           17020527                            20070201                  3473.95
           17020528                            20070301                  2375.00
           17020529                            20070201                  2798.05
           17020530                            20070301                  2846.88
           17020531                            20070201                  2308.39
           17020532                            20070201                  2795.31
           17020533                            20070201                  2702.50
           17020534                            20070301                  3162.32
           17020535                            20070201                  3384.72
           17020536                            20070201                  5463.58
           17020537                            20070301                  4283.85
           17020538                            20070201                  8312.50
           17020539                            20070201                  3547.40
           17020700                            20070301                  2624.63
           17020701                            20070301                  1855.00
           17020702                            20070301                  2735.83
           17020540                            20070301                  3460.50
           17020703                            20070301                  3453.13
           17020541                            20070301                  2976.67
           17020704                            20070301                  2430.59
           17020542                            20070301                  3076.60
           17020705                            20070201                  2254.39
           17020543                            20070201                  2486.25
           17020706                            20070201                  3182.29
           17020544                            20070201                  2349.22
           17020707                            20070301                  3754.17
           17020545                            20070201                  4400.00
           17020708                            20070301                  7500.00
           17020546                            20070301                  2692.31
           17020547                            20070201                  4375.00
           17020385                            20070301                  2654.17
           17020548                            20070201                  2705.59
           17020386                            20070301                  2468.38
           17020549                            20070201                  3421.25
           17020387                            20070201                  3800.00
           17020388                            20070301                  2347.08
           17020389                            20070201                  4731.63
           17020710                            20061201                  3696.15
           17020711                            20070301                  3420.62
           17020550                            20070201                  4895.83
           17020712                            20070301                  3116.67
           17020551                            20070201                  2428.33
           17020713                            20061201                  3477.39
           17020714                            20070301                  3501.44
           17020552                            20070201                  1964.58
           17020715                            20061201                  3815.83
           17020553                            20070201                  2029.69
           17020391                            20070201                  2080.29
           17020392                            20070201                  2420.88
           17020554                            20070301                  3290.00
           17020716                            20070301                  3465.80
           17020717                            20061201                  4452.99
           17020555                            20070201                  4655.00
           17020393                            20070301                  1987.38
           17020718                            20070301                  3107.24
           17020556                            20070201                  2447.92
           17020394                            20070201                  2925.00
           17020395                            20061201                  2868.75
           17020557                            20070201                  4651.44
           17020719                            20061201                  7145.83
           17020558                            20070301                  2801.15
           17020397                            20061201                  3453.13
           17020559                            20070201                  3185.80
           17020398                            20061201                  3121.09
           17020399                            20070301                  2325.52
           17020720                            20070301                  2417.19
           17020721                            20070301                  3100.00
           17020722                            20070301                  2089.17
           17020560                            20070301                  2271.80
           17020723                            20070301                  3385.42
           17020561                            20070301                  2267.42
           17020724                            20070301                  4300.48
           17020562                            20070201                  2786.00
           17020725                            20070201                  2250.00
           17020563                            20070201                  2044.12
           17020726                            20070301                  3598.44
           17020564                            20070301                  2256.98
           17020727                            20070301                  3032.97
           17020565                            20070301                  3063.54
           17020728                            20070301                  3520.83
           17020566                            20070301                  2545.54
           17020729                            20070201                  3480.36
           17020567                            20070201                  3951.47
           17020568                            20070201                  4482.42
           17020569                            20070201                  1987.50
           17020730                            20070301                  5230.30
           17020731                            20070301                  1813.85
           17020732                            20070301                  3018.40
           17020570                            20070301                  3067.97
           17020733                            20070201                  3000.00
           17020571                            20070201                  3229.17
           17020734                            20070101                  2655.75
           17020572                            20070201                  2839.62
           17020735                            20070301                 12760.42
           17020573                            20070301                  4024.99
           17020736                            20070301                  2858.33
           17020487                            20070201                  7689.99
           17020488                            20070201                  2986.46
           17020489                            20070201                  2261.67
           17020810                            20070201                  2786.46
           17020811                            20070301                  2416.67
           17020650                            20070301                  2200.00
           17020791                            20070301                  3093.50
           17020792                            20070301                  2120.00
           17020793                            20070301                  2568.00
           17020794                            20070301                  3140.63
           17020795                            20070301                  2064.99
           17020796                            20070301                  4818.33
           17020797                            20070201                  2568.33
           17020798                            20070301                  3000.00
           17020799                            20070301                  3605.73
           17020790                            20070301                  3137.50
           17020646                            20070301                  2434.69
           17020484                            20070201                  2600.00
           17020808                            20070301                  2677.89
           17020647                            20070201                  2277.32
           17020485                            20070201                  2896.86
           17020809                            20070301                  2276.83
           17020648                            20070201                  5000.00
           17020486                            20070201                  2250.00
           17020649                            20070201                  4613.99
           17020781                            20070301                  2543.63
           17020782                            20070301                  2949.27
           17020783                            20070301                  2625.00
           17020784                            20070301                  2453.33
           17020785                            20070301                  2117.75
           17020786                            20070301                  2961.98
           17020787                            20070301                  2643.35
           17020788                            20070201                  2659.27
           17020789                            20070301                  2683.10
           17020612                            20070201                  3000.00
           17020450                            20070201                  1970.15
           17020613                            20070201                  3986.67
           17020451                            20070201                  3182.29
           17020614                            20070201                  3505.91
           17020452                            20070201                  2801.17
           17020615                            20070301                  3578.83
           17020453                            20070201                  3006.62
           17020616                            20070201                  2797.70
           17020454                            20070201                  3265.29
           17020617                            20070301                  2767.50
           17020455                            20070201                  2296.88
           17020456                            20070201                  5643.27
           17020618                            20070201                  3902.16
           17020619                            20070201                  1808.96
           17020457                            20070201                  5416.67
           17020458                            20070301                  3309.52
           17020459                            20070201                  2296.88
           17020620                            20070201                  3289.04
           17020621                            20070201                  2030.62
           17020622                            20070201                  2510.74
           17020460                            20070201                  2638.91
           17020623                            20070301                  4258.48
           17020461                            20070201                  2805.05
           17020624                            20070301                  2789.06
           17020462                            20070201                  3125.00
           17020625                            20070201                  3353.65
           17020463                            20070201                  2787.82
           17020626                            20070301                  2682.92
           17020464                            20070201                  3019.99
           17020627                            20070201                  2232.50
           17020465                            20070201                  2970.00
           17020628                            20070201                  2245.83
           17020466                            20070201                  6323.44
           17020629                            20061201                  3066.67
           17020467                            20070301                  2304.55
           17020468                            20070201                  3172.08
           17020469                            20070201                  6125.00
           17020630                            20070201                  2348.28
           17020631                            20070201                  2900.00
           17020632                            20070201                  4730.00
           17020470                            20070201                  2460.94
           17020633                            20070301                  2757.48
           17020471                            20070201                  3250.00
           17020634                            20070301                  4375.00
           17020472                            20070201                  2392.75
           17020635                            20070301                  3688.18
           17020473                            20070201                  2409.17
           17020636                            20070301                  2625.00
           17020474                            20070201                  2712.08
           17020637                            20070301                  2397.50
           17020475                            20070201                  3200.42
           17020638                            20070201                  3721.38
           17020476                            20070301                  3671.88
           17020477                            20070201                  4353.85
           17020478                            20070201                  2194.58
           17020479                            20070201                  2976.56
           17020800                            20070201                  3941.67
           17020801                            20070201                  5416.67
           17020640                            20070301                  3955.73
           17020802                            20070201                  2965.41
           17020641                            20070201                  2625.00
           17020803                            20070301                  2519.45
           17020642                            20070301                  2198.90
           17020480                            20070301                  3120.00
           17020804                            20070301                  2500.33
           17020643                            20070201                  5560.84
           17020481                            20070201                  3333.56
           17020805                            20070201                  3979.24
           17020644                            20070301                  1760.58
           17020482                            20070201                  4270.53
           17020806                            20070301                  2458.13
           17020645                            20070201                  4496.32
           17020483                            20070201                  2571.25
           17020807                            20070301                  2508.33
           17020436                            20070101                  2311.38
           17020437                            20070201                  1965.19
           17020438                            20070201                  2056.25
           17020439                            20070201                  3198.73
           17020600                            20070201                  3000.00
           17020601                            20070301                  3121.08
           17020602                            20070301                  2053.33
           17020440                            20070101                  3009.38
           17020603                            20070201                  2800.00
           17020441                            20070301                  2604.17
           17020604                            20070301                  2678.54
           17020442                            20070201                  2500.42
           17020605                            20070301                  4068.99
           17020606                            20070201                  2395.83
           17020444                            20070201                  1999.79
           17020607                            20070201                  3684.19
           17020445                            20070201                  4400.00
           17020608                            20070201                  2817.50
           17020446                            20070201                  2509.13
           17020609                            20070201                  3181.67
           17020447                            20070201                  2756.25
           17020448                            20070201                  2263.24
           17020449                            20070101                  2293.96
           17020610                            20070301                  2137.50
           17020611                            20070201                  2083.33
           17020771                            20070301                  2654.17
           17020772                            20070301                  3620.83
           17020773                            20070301                  3064.79
           17020774                            20070301                  4037.50
           17020775                            20070301                  2123.95
           17020777                            20070301                  3261.56
           17020778                            20070301                  2220.27
           17020779                            20070301                  2805.00
           17020780                            20070301                  2681.25
           17020400                            20070101                  6376.33
           17020401                            20070101                  6076.11
           17020402                            20070301                  2204.78
           17020403                            20070201                  2392.53
           17020404                            20070101                  3178.95
           17020405                            20070301                  2708.33
           17020406                            20070401                  2500.00
           17020407                            20070301                  5208.33
           17020408                            20070301                  3750.00
           17020409                            20070301                  2354.04
           17020410                            20070301                  4813.74
           17020411                            20070201                  2121.17
           17020412                            20070301                  3333.33
           17020413                            20070301                  2398.96
           17020415                            20070201                  2753.93
           17020416                            20070201                  2177.05
           17020417                            20070301                  2345.10
           17020418                            20070301                 10208.33
           17020419                            20070301                  4999.50
           17020420                            20070301                  2518.91
           17020421                            20070301                  2903.33
           17020422                            20070301                  3506.50
           17020423                            20061201                  3834.00
           17020424                            20070101                  4300.83
           17020425                            20070101                  2486.25
           17020427                            20070201                  3453.12
           17020428                            20070201                  2652.54
           17020429                            20070101                  2179.48
           17020430                            20070201                  9244.79
           17020431                            20070201                  3385.42
           17020432                            20070201                  3060.00
           17020433                            20070101                  4999.62
           17020434                            20070201                  9685.00
           17020761                            20070301                  2665.29
           17020762                            20070301                  4583.33
           17020763                            20070301                   602.52
           17020764                            20070301                  4479.17
           17020765                            20070201                  2532.29
           17020766                            20070201                  2776.92
           17020767                            20070301                  2878.65
           17020768                            20070301                  2450.50
           17020769                            20070301                  3000.00
           17020770                            20070201                  2105.66
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           17020690                            20070201                  3385.42
           17020853                            20070301                  2205.00
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           17020855                            20070301                  3237.97
           17020693                            20070301                  2868.66
           17020856                            20070301                  6875.00
           17020694                            20070201                  3472.26
           17020857                            20070301                  3598.44
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           17020696                            20070301                  2395.81
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           17020861                            20070301                  4320.00
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           17020742                            20070301                  3759.04
           17020580                            20070201                  2325.51
           17020743                            20070301                  2500.00
           17020581                            20070201                  2681.77
           17020744                            20070301                  2679.17
           17020582                            20070301                  2271.50
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           17020583                            20070301                  2496.88
           17020746                            20070301                  2870.83
           17020584                            20070201                  3015.83
           17020747                            20070301                  2269.91
           17020585                            20070201                  2062.50
           17020748                            20070301                 10582.03
           17020586                            20070301                  3175.00
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           17020587                            20070301                  3202.66
           17020588                            20070201                  2453.33
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           17020750                            20070301                  2909.26
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           17020590                            20070201                  3110.78
           17020752                            20070201                  4781.25
           17020591                            20070201                  2002.92
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           17020758                            20070301                  2753.33
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           17020390                            20060801                  2357.36
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           17120399                            20070401                  2563.75
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           17120394                            20070401                  2198.53
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           17120385                            20070401                  1872.50
           17120387                            20070401                  3286.32
           17120388                            20070401                  2644.96
           17120384                            20070401                  2836.13
           17120330                            20070301                  3066.67
           17120331                            20070401                  6805.24
           17120332                            20070301                  4950.00
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           17120338                            20070301                  2056.25
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           17120344                            20070301                  3845.00
           17120346                            20070301                  4895.83
           17120347                            20070301                  3769.79
           17120348                            20070401                  2130.62
           17120349                            20070401                  2777.81
           17120350                            20070401                  3554.39
           17120351                            20070301                  2640.00
           17120353                            20070401                  3078.59
           17120354                            20070401                  2232.50
           17120355                            20070401                  3126.05
           17120356                            20070401                  2398.23
           17120357                            20070401                  2198.23
           17120358                            20070301                  2735.83
           17120359                            20070401                  2488.28
           17120360                            20070401                  2500.00
           17120361                            20070401                  2937.50
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           17120363                            20070401                  3320.31
           17120364                            20070401                  2585.58
           17120365                            20070401                  2654.17
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           17120370                            20070401                  2443.75
           17120371                            20070401                  2706.71
           17120373                            20070401                  3182.29
           17120374                            20070301                  2486.25
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           17120376                            20070401                  3370.25
           17120378                            20070401                  2373.96
           17120379                            20070401                  2368.75
           17120380                            20070501                  3428.00
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           17120382                            20070401                  2520.00
           17120383                            20070401                  3760.00
           17120327                            20070301                  5205.73
           17120328                            20070201                  3023.84
           17149240                            20070501                  2337.50
           17149241                            20070401                  3024.22
           17149242                            20070401                  3000.00
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           17149245                            20070501                  3760.00
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           17149250                            20070501                  3375.00
           17149251                            20070501                  2717.83
           17149252                            20070501                  3750.00
           17149100                            20070501                  2369.58
           17149101                            20070501                  3133.33
           17149102                            20070501                  3656.57
           17129130                            20070401                  2293.81
           17129131                            20070401                  2660.00
           17129132                            20070401                  2406.30
           17129134                            20070401                  2838.33
           17129135                            20070301                  3645.66
           17129136                            20070501                  3607.50
           17129137                            20070301                  2868.66
           17129139                            20070401                  3214.06
           17129140                            20070401                  5614.58
           17129141                            20070401                  3304.45
           17129142                            20070401                  3000.00
           17129144                            20070501                  2855.42
           17129145                            20070401                  2946.67
           17129127                            20061001                  2283.85
           17129128                            20070301                  3381.44
           17129129                            20070401                  2425.48
           17120410                            20070401                  2424.48
           17120411                            20070401                  2577.08
           17120413                            20070401                  3000.00
           17120414                            20070401                  2609.38
           17120415                            20070401                  3720.83
           17120416                            20070401                  2878.75
           17120417                            20070401                  3899.58
           17120418                            20070401                  2617.42
           17120419                            20070501                  3470.83
           17120420                            20070401                  2260.00
           17120422                            20070401                  2268.23
           17120423                            20070401                  2169.34
           17120424                            20070401                  3333.33
           17120425                            20070401                  3125.85
           17120426                            20070401                  3113.66
           17149077                            20070401                  2036.78
           17149078                            20070401                  2692.71
           17149079                            20070401                  2000.00
           17149080                            20070401                  2592.50
           17149081                            20070401                  2501.04
           17149082                            20070401                  2252.08
           17149083                            20070401                  2407.08
           17149084                            20070401                  2109.38
           17149086                            20070501                  2332.60
           17149087                            20070101                  4084.61
           17149088                            20070101                  3201.55
           17149089                            20070401                  2552.08
           17149090                            20070401                  6447.35
           17149091                            20070401                  2403.49
           17120401                            20070401                  2330.42
           17120402                            20070401                  3607.50
           17120403                            20070501                  2479.71
           17120404                            20070401                  3140.00
           17120405                            20070401                  5145.83
           17120406                            20070401                  3152.92
           17120407                            20070401                  2552.05
           17120408                            20070401                  2931.18
           17120409                            20070401                  2858.29
           17149092                            20070401                 10937.50
           17149093                            20070501                  4593.75
           17149094                            20070501                  5312.50
           17149095                            20070501                  4800.00
           17149096                            20070501                  2263.54
           17149097                            20070401                  5388.33
           17149098                            20070401                  3843.23
           17149099                            20070501                  7343.75
           17120498                            20070301                  3185.16
           17120455                            20070401                  3754.69
           17120477                            20070401                  5810.28
           17120490                            20070401                  4202.73
           17120532                            20070401                  2608.13
           17120544                            20070401                  3333.33
           17120540                            20070401                  2845.83
           17120541                            20070401                  2491.56
           17120542                            20070401                  3220.00
           17120543                            20070401                  2270.83
           17120545                            20070401                  2220.31
           17120546                            20070401                  3354.69
           17120547                            20070401                  2316.25
           17120548                            20070401                  2890.00
           17120549                            20070401                  2597.81
           17120550                            20070401                  5208.33
           17120551                            20070401                  2604.17
           17120552                            20070401                  3916.67
           17120553                            20070401                  3786.46
           17120554                            20070401                  2955.44
           17120555                            20070401                  2521.46
           17120556                            20070401                  2751.67
           17120557                            20070401                  3442.19
           17120558                            20070401                  2390.63
           17120559                            20070401                  2462.33
           17120560                            20070401                  2843.75
           17120561                            20070401                  4000.00
           17120562                            20070401                  2677.50
           17120563                            20070401                  2424.48
           17120564                            20070401                  2373.44
           17120565                            20070401                  2081.21
           17120566                            20070401                  2704.06
           17120567                            20070401                  3033.33
           17120568                            20070401                  3125.00
           17120569                            20070401                  2600.00
           17120570                            20070401                  3612.50
           17120571                            20070401                  2448.00
           17120572                            20070401                  2494.79
           17120573                            20070401                  2500.00
           17120574                            20070401                  2816.67
           17120575                            20070401                  2645.42
           17120576                            20070401                  4270.93
           17120526                            20070301                  2369.79
           17120527                            20070401                  2218.33
           17120528                            20070401                  4782.31
           17120529                            20070401                  3035.62
           17120530                            20070401                  2469.04
           17120531                            20070401                  2205.00
           17120533                            20070401                  2592.92
           17120534                            20070401                  3588.59
           17120535                            20070401                  2909.38
           17120536                            20070401                  3588.74
           17120537                            20070401                  2546.27
           17120538                            20070401                  3596.00
           17120539                            20070401                  2378.54
           17120510                            20070401                  2250.00
           17120511                            20070301                  2608.33
           17120512                            20070401                  6926.01
           17120513                            20070401                  3318.36
           17120514                            20070401                  4262.50
           17120515                            20070401                  3803.75
           17120516                            20070401                  2550.00
           17120517                            20070301                  2115.00
           17120518                            20070301                  2857.50
           17120519                            20070401                  4687.50
           17120520                            20070401                  2968.75
           17120521                            20070401                  4652.92
           17120522                            20070401                  2407.50
           17120523                            20070301                  2749.45
           17120524                            20070401                  3325.50
           17120525                            20070401                  3146.98
           17120500                            20070401                  3558.00
           17120501                            20070301                  2678.32
           17120502                            20070401                  2572.50
           17120503                            20070301                  2350.00
           17120504                            20070301                  2994.79
           17120505                            20070401                  2335.94
           17120506                            20070301                  2728.13
           17120507                            20070301                  4764.00
           17120508                            20070401                  3047.80
           17120509                            20070401                  2392.83
           17149110                            20070501                  2369.79
           17149111                            20070501                  3312.00
           17149112                            20070501                  4760.42
           17149113                            20070501                  4427.08
           17149103                            20070401                  2271.89
           17149105                            20070501                  3288.68
           17149106                            20070501                  2695.00
           17149107                            20070501                  2916.53
           17149108                            20070401                  3062.50
           17149109                            20070501                  2598.02
           17120450                            20070301                  2656.63
           17120451                            20070301                  3843.70
           17120452                            20070401                  2986.18
           17120453                            20070301                  2194.79
           17120454                            20070401                  2580.67
           17120456                            20070401                  2371.05
           17120457                            20070301                  2552.08
           17120458                            20070401                  3184.92
           17120459                            20070401                  3347.50
           17120460                            20070401                  3955.50
           17120461                            20070401                  5411.25
           17120462                            20070401                  3657.26
           17120463                            20070401                  2898.33
           17120464                            20070301                  2737.75
           17120465                            20070201                  4236.46
           17120466                            20070401                  2869.80
           17120467                            20070401                  4967.40
           17120468                            20070401                  3754.61
           17120469                            20070401                  8645.00
           17120470                            20070401                  3683.33
           17120471                            20070101                  3958.33
           17120472                            20070301                  2712.14
           17120473                            20070301                  2947.89
           17120474                            20070301                  3791.67
           17120476                            20070201                  3187.50
           17120478                            20070401                  4166.67
           17120479                            20070301                  2416.30
           17120480                            20070301                  5605.73
           17120481                            20070401                  2258.12
           17120482                            20070301                  2839.58
           17120483                            20070301                  2266.25
           17120484                            20070301                  2056.25
           17120485                            20070301                  4549.70
           17120486                            20070401                  2272.80
           17120487                            20070401                  2115.00
           17120488                            20070401                  2854.17
           17120489                            20070301                  3749.18
           17120491                            20070401                  4720.31
           17120492                            20070401                  1970.83
           17120493                            20070401                  3202.08
           17120494                            20070301                  2957.08
           17120495                            20070401                  3187.50
           17120496                            20070401                  2651.85
           17120499                            20070401                  4540.07
           17120429                            20070301                  3312.08
           17120430                            20070201                  8850.32
           17120431                            20070401                  2226.60
           17120432                            20070201                  3176.88
           17120433                            20070401                  2633.75
           17120434                            20070401                  2665.00
           17120436                            20070301                  3040.34
           17120437                            20070301                  2549.48
           17120438                            20070201                  2639.21
           17120440                            20070301                  4002.10
           17120441                            20070301                  2350.00
           17120442                            20070301                  3317.71
           17120443                            20070401                  4615.77
           17120444                            20070301                  2179.28
           17120445                            20070301                  4895.83
           17120446                            20070401                  5104.17
           17120447                            20070301                  2528.75
           17120448                            20070301                  3838.54
           17120449                            20070301                  3867.54
           17181086                            20070501                  2400.92
           17171924                            20070401                  8410.00
           17172078                            20070501                  3840.00
           17175048                            20070501                  5104.17
           17175049                            20070501                  2343.75
           17171987                            20070401                  2327.28
           17172020                            20070501                  5598.54
           17203440                            20070501                  5757.50
           17172004                            20070401                  3520.00
           17172023                            20070501                  2640.00
           17172005                            20070401                  3250.00
           17203443                            20070501                  6800.00
           17203445                            20070501                  4791.67
           17203409                            20070501                  2414.06
           17172044                            20070501                  3461.59
           17203427                            20070501                  6761.65
           17172008                            20070501                  2389.95
           17181117                            20070501                  4555.47
           17172064                            20070501                  2355.10
           17203267                            20070301                  2447.99
           17175071                            20070501                  3400.00
           17172065                            20070501                  2898.44
           17175054                            20070501                  2447.92
           17172048                            20070501                  3317.71
           17172049                            20070501                  2825.07
           17171951                            20070401                  3111.86
           17171995                            20070401                  2333.33
           17203410                            20070501                  6693.75
           17181120                            20070501                  5920.00
           17172112                            20070501                  2656.25
           17172014                            20070501                  2232.89
           17203451                            20070501                  3304.17
           17172051                            20070501                  2979.17
           17203255                            20070201                  5005.98
           17172053                            20070501                  4969.83
           17203437                            20070501                  1959.46
           17172036                            20070501                  5655.42
           17172136                            20070501                  2429.17
           17172073                            20070501                  2702.50
           17172055                            20070501                  2275.42
           17203294                            20070501                  3332.03
           17203278                            20070501                  2762.50
           17203359                            20070501                  2456.50
           17172039                            20070501                  3793.22
           17203396                            20070501                  2536.04
           17203423                            20070501                  2584.31
           17203388                            20070501                  3076.00
           17203364                            20070501                  5104.17
           17203354                            20070401                  4146.77
           17203317                            20070501                  2291.67
           17171965                            20070401                  3179.69
           17203331                            20070301                  2730.53
           17172132                            20070501                  4415.10
           17172133                            20070501                  2565.00
           17172127                            20070501                  3338.91
           17172130                            20070501                  2738.39
           17172104                            20070501                  2825.00
           17172114                            20070501                  2958.33
           17172125                            20070501                  3916.67
           17172126                            20070501                  2723.33
           17171998                            20070501                  2781.77
           17172001                            20070401                  1383.39
           17172002                            20070401                  2868.29
           17172010                            20070501                  2641.76
           17172022                            20070501                  2407.50
           17172033                            20070501                  2340.63
           17172041                            20070501                  2242.50
           17172057                            20070401                  2300.00
           17172061                            20070501                  2409.17
           17172068                            20070501                  2885.00
           17172074                            20070501                  2648.75
           17172084                            20070501                  2695.83
           17172086                            20070501                  1974.42
           17171926                            20070401                  5866.46
           17171946                            20070401                  2395.83
           17171952                            20070401                  2329.00
           17171957                            20070501                  2629.69
           17171960                            20070401                  2450.00
           17171979                            20070501                  2375.00
           17171980                            20070401                  3458.35
           17171983                            20070401                  2443.75
           17171990                            20070501                  2375.00
           17171992                            20070501                  2892.15
           17171922                            20070501                  2016.67
           17203303                            20070401                  3406.15
           17203452                            20070501                  2760.42
           17203340                            20070401                  2481.77
           17203351                            20070401                  2668.50
           17203283                            20070501                  3399.72
           17203252                            20070501                  3520.83
           17203412                            20070501                  2120.38
           17203321                            20070501                  3843.75
           17203385                            20070501                  1684.98
           17203392                            20070501                  3138.25
           17203401                            20070501                  3104.17
           17203435                            20070501                  2839.06
           17203383                            20070501                  1601.67
           17203323                            20061201                  8515.87
           17203449                            20070501                  2532.71
           17203328                            20070401                  3364.19
           17203339                            20070201                  2487.08
           17203315                            20070501                  2933.58
           17203257                            20070201                  3290.63
           17203295                            20070501                  2225.01
           17203290                            20070401                  3269.38
           17203299                            20070401                  3460.50
           17203424                            20070501                  1952.06
           17203379                            20070501                  2383.33
           17203256                            20070301                  2768.46
           17203422                            20070501                  2697.92
           17203253                            20070301                  2060.42
           17203312                            20070501                  2654.17
           17203293                            20070501                  2109.29
           17203418                            20070501                  3781.25
           17203314                            20070501                  2015.63
           17203448                            20070501                  2334.58
           17203384                            20070501                  2407.09
           17203281                            20070401                  8093.93
           17203348                            20070301                  1980.00
           17203390                            20070501                  2447.92
           17203310                            20070501                  2185.00
           17203363                            20070401                  2841.67
           17203425                            20070501                  2397.50
           17203373                            20070501                  2654.17
           17203266                            20070201                  2363.80
           17203358                            20070501                  2658.15
           17203429                            20070501                  2689.90
           17203371                            20070501                  2868.75
           17203337                            20070401                  2812.50
           17203421                            20070501                  2386.72
           17203430                            20070501                  4551.31
           17203247                            20070301                  3152.21
           17203320                            20070501                  3453.13
           17203405                            20070501                  3385.42
           17203270                            20070401                  1913.33
           17203362                            20070501                  2193.33
           17203361                            20070401                  2387.50
           17203272                            20070401                  2296.88
           17203350                            20070301                  4308.33
           17203403                            20070501                  2686.17
           17203301                            20070501                  2810.68
           17203349                            20070401                  2434.17
           17203338                            20070401                  2407.08
           17203345                            20070301                  3476.08
           17203307                            20070501                  4561.50
           17203357                            20070401                  2220.00
           17203442                            20070501                  4287.50
           17203277                            20070401                  3317.71
           17203280                            20070401                  2177.57
           17203344                            20070501                  2193.33
           17203381                            20070501                  2722.08
           17203436                            20070501                  2730.00
           17203333                            20070501                  3006.67
           17203316                            20070501                  3345.47
           17203305                            20070501                  2484.71
           17203292                            20070401                  3304.05
           17203419                            20070501                  2035.00
           17203433                            20070501                  2395.83
           17203438                            20070501                  2437.50
           17203284                            20070301                  5103.66
           17203275                            20070401                  3019.11
           17203411                            20070501                  3930.33
           17203324                            20070501                  2750.00
           17203408                            20070501                  2333.33
           17203300                            20070401                  2660.00
           17203273                            20070401                  2343.75
           17203446                            20070501                  3352.50
           17203415                            20070501                  2239.45
           17203389                            20070501                  3267.92
           17203398                            20070501                  2273.75
           17203274                            20070501                  5250.00
           17203318                            20070501                  3588.54
           17203391                            20070501                  3415.50
           17203399                            20070501                  2359.50
           17203450                            20070501                  3076.59
           17203447                            20070501                  2130.00
           17203453                            20070501                  2300.00
           17203428                            20070501                  3575.00
           17203313                            20070501                  4173.89
           17203431                            20070501                  3062.50
           17203417                            20070501                  2550.00
           17203343                            20070301                  2604.17
           17203360                            20070501                  2746.50
           17203416                            20070501                  2562.50
           17203406                            20070501                  2260.42
           17203367                            20070501                  2508.73
           17203380                            20070501                  1395.76
           17203286                            20070501                  4046.12
           17203330                            20070401                  3525.00
           17203249                            20070401                  1842.06
           17203342                            20070201                  2208.19
           17203346                            20070401                  2619.27
           17203264                            20070301                  2395.83
           17203322                            20070501                  1943.93
           17203397                            20070501                  2687.81
           17203407                            20070501                  2875.00
           17203336                            20070401                  2984.38
           17203374                            20070501                  2545.83
           17203329                            20070401                  5587.81
           17203327                            20070501                  2769.58
           17203369                            20070501                  1938.69
           17203335                            20070501                  2395.83
           17203291                            20070401                  3851.58
           17203289                            20070401                  4338.98
           17203372                            20070501                  2424.23
           17203296                            20070501                  7500.00
           17203254                            20070101                  2585.38
           17203444                            20070501                  2765.58
           17203365                            20070501                  2316.25
           17203259                            20070301                  2812.50
           17203366                            20070501                  4200.63
           17203353                            20070501                  3317.71
           17203285                            20070501                  3185.00
           17203352                            20070401                  2731.75
           17203306                            20070501                  2182.60
           17203414                            20070501                  5424.47
           17203393                            20070501                  2672.76
           17203382                            20070501                  2374.48
           17203302                            20070401                  3109.29
           17203356                            20070501                  4370.00
           17203387                            20070501                  3569.98
           17203377                            20070501                  2384.29
           17203308                            20070401                  2606.67
           17203276                            20070401                  2454.05
           17203288                            20070501                  2917.86
           17203378                            20070501                  1536.11
           17203376                            20070501                  2185.00
           17203370                            20070501                  2271.67
           17203248                            20070201                  3028.50
           17203341                            20070301                  2571.54
           17203334                            20070401                  2613.75
           17203395                            20070501                  2151.72
           17203332                            20070501                  2440.00
           17203309                            20070301                  3487.50
           17203375                            20070501                  3110.00
           17203279                            20070501                  2199.81
           17203386                            20070501                  2180.00
           17203311                            20070501                  2013.13
           17203420                            20070501                  4995.00
           17203402                            20070501                  4249.99
           17203439                            20070501                  3833.33
           17203297                            20070401                  2932.80
           17203282                            20070401                  3060.00
           17203368                            20070501                  2350.00
           17203394                            20070501                  2434.17
           17203400                            20070501                  2820.00
           17203355                            20070501                  2750.00
           17203404                            20070501                  2801.15
           17203426                            20070501                  3026.08
           17203298                            20070401                  2752.17
           17203304                            20070501                  2264.06
           17203434                            20070501                  2826.56
           17171962                            20070501                  3133.96
           17171963                            20070501                  2432.29
           17171966                            20070501                  2429.58
           17171967                            20070501                  3785.85
           17171968                            20070501                  2802.19
           17171969                            20070501                  3182.29
           17171970                            20070501                  2587.50
           17171971                            20070501                  2550.00
           17171973                            20070501                  2937.50
           17171974                            20070501                  3293.33
           17171978                            20070501                  2721.07
           17171982                            20070501                  3114.58
           17171985                            20070501                  2979.17
           17171986                            20070501                  2604.17
           17171988                            20070501                  2506.88
           17171989                            20070501                  2736.77
           17171991                            20070501                  2516.46
           17171993                            20070501                  3369.31
           17171996                            20070501                  3180.25
           17171999                            20070501                  2350.00
           17171950                            20070401                  2843.02
           17171955                            20070401                  3345.00
           17171916                            20070401                  2285.17
           17171917                            20070501                  5000.00
           17171918                            20070501                  3206.83
           17171919                            20070501                  5223.66
           17171920                            20070501                  2788.67
           17171921                            20070501                  2693.08
           17171923                            20070501                  2640.00
           17171925                            20070301                  5312.23
           17171927                            20070501                  2963.78
           17171933                            20070401                  2017.83
           17171935                            20070501                  4094.88
           17171937                            20070501                  2343.75
           17171939                            20070501                  5000.00
           17171945                            20070501                  2750.00
           17171949                            20070501                  2674.11
           17175070                            20070501                  2687.50
           17175072                            20070501                  2678.67
           17175056                            20070501                  2774.44
           17175057                            20070501                  5115.98
           17175059                            20070501                  4667.09
           17175060                            20070501                  3406.73
           17175061                            20070501                  6288.75
           17175062                            20070501                  3400.00
           17175063                            20070501                  4791.67
           17175064                            20070501                  2898.33
           17175065                            20070501                  2163.96
           17175066                            20070501                  2539.06
           17175067                            20070501                  2948.33
           17175068                            20070501                  2395.83
           17175069                            20070501                  2940.00
           17175031                            20070401                  2975.00
           17175032                            20070501                  2951.67
           17175034                            20070501                  3066.06
           17175035                            20070501                  2759.29
           17175036                            20070501                  2937.50
           17175037                            20070501                  3628.13
           17175040                            20070501                  3287.93
           17175041                            20070501                  2146.82
           17175042                            20070501                  2511.25
           17175043                            20070501                  2656.25
           17175045                            20070501                  2598.96
           17175046                            20070501                  5103.84
           17175047                            20070501                  3854.17
           17175050                            20070501                  2975.69
           17175051                            20070501                  2076.85
           17175052                            20070501                  2340.00
           17175053                            20070501                  3540.00
           17175024                            20061101                  3185.00
           17175025                            20070501                  2750.00
           17175026                            20070501                  3489.75
           17175027                            20070501                  3718.54
           17175028                            20070301                  3468.28
           17175029                            20070501                  1993.70
           17172120                            20070501                  3240.63
           17172121                            20070501                  3625.00
           17172122                            20070501                  2325.00
           17172123                            20070501                  3498.66
           17172124                            20070501                  2812.50
           17172128                            20070501                  2333.33
           17172129                            20070501                  3665.83
           17172131                            20070501                  3953.13
           17172134                            20070501                  2834.69
           17172135                            20070501                  6770.83
           17172137                            20070501                  2434.17
           17172138                            20070501                  2229.82
           17172139                            20070501                  2736.25
           17172100                            20070501                  2138.04
           17172101                            20070501                  2842.00
           17172102                            20070501                  1910.96
           17172103                            20070501                  3056.25
           17172105                            20070501                  3337.50
           17172106                            20070501                  5416.67
           17172107                            20070501                  2693.77
           17172108                            20070501                  2943.79
           17172109                            20070501                  2065.21
           17172110                            20070501                  2751.15
           17172111                            20070501                  2407.43
           17172113                            20070501                  4033.33
           17172115                            20070501                  5000.00
           17172116                            20070501                  3114.58
           17172117                            20070501                  2060.42
           17172119                            20070501                  2750.00
           17181161                            20070501                  2708.33
           17172090                            20070501                  3460.00
           17181162                            20070401                  2244.00
           17172091                            20070501                  2844.55
           17172092                            20070501                  3231.25
           17172093                            20070501                  5117.19
           17172094                            20070501                  2616.33
           17172095                            20070501                  2042.50
           17172097                            20070501                  2137.50
           17172098                            20070501                  2572.92
           17172099                            20070501                  2137.50
           17181150                            20070501                  2687.81
           17181151                            20070501                  2917.86
           17172080                            20070501                  3575.00
           17181152                            20070501                  2517.59
           17172081                            20070501                  2099.63
           17181153                            20070501                  2601.97
           17172082                            20070501                  2643.75
           17181154                            20070501                  2491.67
           17172083                            20070501                  3882.63
           17172085                            20070501                  3450.00
           17181158                            20070501                  2219.06
           17172087                            20070501                  2393.49
           17181159                            20070501                  3033.33
           17172088                            20070501                  2284.38
           17172089                            20070501                  2416.67
           17172060                            20070501                  2895.83
           17181132                            20070501                  2964.18
           17181133                            20070501                  3803.91
           17172062                            20070501                  2760.42
           17181134                            20070501                  2532.89
           17172063                            20070501                  2193.75
           17181135                            20070501                  3361.38
           17181136                            20070501                  2656.25
           17172066                            20070501                  3669.90
           17181138                            20070501                  2592.50
           17172067                            20070501                  4504.17
           17172069                            20070501                  2447.92
           17181140                            20070501                  2429.58
           17172070                            20070501                  2347.55
           17172071                            20070501                  3087.83
           17181143                            20070501                  4287.50
           17172072                            20070501                  3351.56
           17181145                            20070501                  2636.33
           17181146                            20070501                  3186.31
           17172075                            20070501                  3500.00
           17181147                            20070501                  2291.67
           17172076                            20070501                  5073.51
           17181148                            20070501                  2545.83
           17172077                            20070501                  3306.25
           17172079                            20070501                  2060.42
           17181130                            20070501                  3364.67
           17181131                            20070501                  4103.44
           17181121                            20070501                  6355.24
           17172050                            20070501                  2734.25
           17181122                            20070501                  2517.54
           17181123                            20070501                  2487.08
           17172052                            20070501                  2568.33
           17181124                            20070501                  2673.75
           17181125                            20070501                  2925.00
           17172054                            20070501                  3799.17
           17181126                            20070501                  4783.27
           17172056                            20070501                  2645.00
           17172059                            20070501                  3200.00
           17172047                            20070501                  3466.25
           17181119                            20070501                  3928.58
           17172021                            20070501                  4779.60
           17172024                            20070501                  3762.18
           17172025                            20070501                  3915.69
           17172026                            20070501                  3534.10
           17172027                            20070501                  2545.83
           17172028                            20070401                  3639.06
           17172029                            20070501                  3160.94
           17181100                            20070501                  2144.38
           17181101                            20070501                  4019.17
           17172030                            20070501                  2315.25
           17181102                            20070501                  2193.33
           17172031                            20070501                  3296.67
           17172032                            20070501                  5157.88
           17181104                            20070501                  3125.00
           17181105                            20070501                  2409.17
           17172034                            20070501                  2881.88
           17181106                            20070501                  2530.00
           17172035                            20070501                  2368.33
           17181107                            20070501                  2291.67
           17181108                            20070501                  2447.92
           17172037                            20070501                  3270.42
           17181109                            20070501                  2480.63
           17172038                            20070501                  2229.17
           17181110                            20070501                  4821.87
           17181111                            20070501                  4125.00
           17172040                            20070501                  3515.63
           17181112                            20070501                  3552.50
           17181113                            20070501                  1875.00
           17172042                            20070501                  2053.33
           17181114                            20070501                  3951.15
           17172043                            20070501                  3960.83
           17181115                            20070501                  2957.69
           17181116                            20070501                  3500.00
           17172045                            20070501                  2277.71
           17172046                            20070501                  2033.00
           17172017                            20070501                  2726.51
           17172018                            20070501                  3291.35
           17172019                            20070501                  2721.61
           17172000                            20070401                  3982.92
           17172006                            20070501                  2643.75
           17172007                            20070501                  6229.69
           17172009                            20070501                  3046.88
           17172011                            20070501                  4112.50
           17172013                            20070501                  2760.42
           17172015                            20070501                  2247.19
           17172016                            20070501                  2400.00
           17181088                            20070501                  2587.45
           17181090                            20070501                  2389.17
           17181092                            20070501                  2245.83
           17181093                            20070501                  3293.33
           17181094                            20070501                  3410.10
           17181095                            20070501                  2824.90
           17181096                            20070501                  2640.00
           17181097                            20070501                  2495.94
           17181099                            20070501                  2911.01
           17181082                            20070501                  2134.58
           17181083                            20070501                  2381.82
           17181084                            20070501                  2760.42
           17181085                            20070501                  2327.50
           17172140                            20070501                  2221.67
           17172141                            20070501                  3076.67
           17172142                            20070501                  2465.16
           17175038                            20070501                  3231.77
           17175039                            20070401                  3400.00
           17175044                            20070501                  2015.87
           17175073                            20070501                  3221.35
           17181098                            20070401                  2720.00
           17181103                            20070501                  2350.00
           17181118                            20070501                  3380.00
           17181128                            20070501                  2487.08
           17181129                            20070501                  2660.89
           17181137                            20070501                  3177.27
           17181139                            20070501                  2291.67
           17181144                            20070501                  4188.09
           17181149                            20070501                  5208.33
           17181155                            20070501                  6608.33
           17181156                            20070501                  2604.17
           17181157                            20070501                  2823.33
           17181160                            20070501                  2440.00
           17171928                            20070401                  2449.49
           17171929                            20070401                  3143.15
           17171930                            20070401                  3046.88
           17171931                            20070401                  2893.13
           17171932                            20070401                  3041.48
           17171934                            20070401                  2802.15
           17171936                            20070401                  2749.74
           17171938                            20070401                  2944.08
           17171940                            20070401                  2312.50
           17171941                            20070401                  2622.40
           17171942                            20070401                  7187.50
           17171943                            20070401                  3332.92
           17171944                            20070401                 11718.75
           17171947                            20070401                  3487.50
           17171948                            20070401                  2652.00
           17171953                            20070401                  2203.50
           17171954                            20070401                  2395.83
           17171956                            20070401                  2354.17
           17171958                            20070401                  2669.25
           17171959                            20070401                  3317.71
           17171961                            20070401                  4617.75
           17171964                            20070401                  3333.33
           17171975                            20070401                  2958.33
           17171976                            20070401                  2447.52
           17171977                            20070401                  4489.06
           17171981                            20070401                  3856.67
           17171984                            20070401                  1930.42
           17171994                            20070401                  3082.83
           17171997                            20070401                  2320.00
           17172003                            20070401                  3483.33
           17172058                            20070401                  2153.86
           17175030                            20070401                  2661.77
           17175033                            20070401                  2502.75
           17175055                            20070401                  2686.67
           17181087                            20070401                  3154.50
           17181089                            20070401                  2413.92
           17181091                            20070401                  2996.25
           17181127                            20070401                  3046.88
           17172118                            20070501                  3357.85
           17181142                            20070501                  7813.54

           LOAN_SEQ                           CURRENT_BALANCE                        LOAN_TO_VALUE
           17020574                              679999.59                             80.00
           17020737                              439000.00                             77.02
           17020575                              468750.00                             69.96
           17020498                              500000.00                             47.62
           17020499                              583256.60                             80.00
           17020820                              605000.00                             63.68
           17020821                              649924.22                             76.20
           17020660                              444000.00                             80.00
           17020822                              850000.00                             68.00
           17020661                              650000.00                             79.71
           17020823                              575000.00                             42.59
           17020662                              572000.00                             80.00
           17020824                              438820.61                             79.28
           17020663                              612365.98                             80.00
           17020825                              504200.00                             72.03
           17020664                              699599.51                             70.00
           17020826                              751200.00                             80.00
           17020665                              576200.00                             80.00
           17020827                              428000.00                             78.53
           17020828                              487318.04                             80.00
           17020667                              503900.00                             80.00
           17020829                              600000.00                             69.04
           17020668                              641250.00                             75.00
           17020669                              467003.00                             80.00
           17020830                              750000.00                             76.38
           17020831                              672000.00                             80.00
           17020670                              502278.00                             80.00
           17020832                              512999.99                             70.27
           17020833                              504000.00                             80.00
           17020671                              456000.00                             80.00
           17020834                              461300.00                             70.00
           17020672                              584000.00                             80.00
           17020835                              487294.21                             75.00
           17020673                              592943.58                             77.78
           17020836                              531000.00                             90.00
           17020674                              419000.00                             76.18
           17020837                              748000.00                             80.00
           17020675                              500000.00                             49.14
           17020838                              570000.00                             78.62
           17020676                              744840.00                             80.00
           17020839                              596500.00                             52.32
           17020677                              470000.00                             73.78
           17020678                              516000.00                             80.00
           17020679                              500000.00                             80.00
           17020840                              440000.00                             80.00
           17020841                              835000.00                             69.58
           17020842                              608000.00                             80.00
           17020680                              560000.00                             79.10
           17020843                              840000.00                             80.00
           17020681                              504000.00                             80.00
           17020844                              591200.00                             80.00
           17020682                              424000.00                             79.25
           17020845                              560000.00                             80.00
           17020683                              458997.66                             80.00
           17020846                             1000000.00                             76.92
           17020684                              791999.72                             68.87
           17020685                              420680.76                             80.00
           17020848                             1000000.00                             80.00
           17020686                              538710.41                             80.00
           17020849                             1039699.58                             80.00
           17020687                              427500.00                             80.00
           17020688                              564997.29                             80.00
           17020689                              479950.00                             79.99
           17020850                              505000.00                             56.11
           17020657                              720000.00                             79.56
           17020495                              475000.00                             28.79
           17020819                              447500.00                             68.85
           17020658                              437650.00                             79.99
           17020496                              750000.00                             21.43
           17020659                              622400.00                             80.00
           17020497                              559757.69                             78.86
           17020492                              590000.00                             69.41
           17020816                              636000.00                             77.56
           17020655                              500000.00                             74.52
           17020493                              586000.00                             62.67
           17020817                              655500.00                             69.00
           17020656                              536000.00                             80.00
           17020494                              575057.82                             73.67
           17020812                              527900.00                             79.98
           17020651                              431500.00                             79.99
           17020813                              715500.00                             76.94
           17020814                             1000000.00                             48.19
           17020652                              420000.00                             80.00
           17020490                              475000.00                             59.90
           17020491                              599624.10                             72.29
           17020815                              650000.00                             54.17
           17020654                              432000.00                             80.00
           17020500                              547310.27                             80.00
           17020501                              519999.83                             79.75
           17020502                              641973.18                             80.00
           17020503                              620000.00                             80.00
           17020504                              431200.00                             66.38
           17020505                             1000000.00                             71.43
           17020506                              498463.18                             78.74
           17020507                              490700.00                             70.00
           17020508                              505000.00                             56.11
           17020509                              582000.00                             80.00
           17020510                              640000.00                             77.11
           17020511                             1498244.98                             75.00
           17020512                              450000.00                             78.26
           17020513                              468500.00                             72.27
           17020514                              450408.00                             80.00
           17020515                              448000.00                             73.44
           17020516                              494000.00                             77.19
           17020517                              520945.81                             67.24
           17020518                              524800.00                             80.00
           17020519                              582000.00                             70.98
           17020520                              480600.00                             80.00
           17020521                              584000.00                             80.00
           17020522                              422000.00                             65.94
           17020523                              498534.61                             57.14
           17020524                              934249.36                             80.00
           17020525                              472499.76                             70.00
           17020526                              475000.00                             79.17
           17020527                              724999.18                             61.70
           17020528                              570000.00                             72.61
           17020529                              624680.00                             80.00
           17020530                              546600.00                             78.09
           17020531                              471500.00                             75.08
           17020532                              477492.49                             74.84
           17020533                              551999.82                             80.00
           17020534                              512622.82                             80.00
           17020535                              578174.63                             54.98
           17020536                              884812.95                             80.00
           17020537                              875000.00                             70.00
           17020538                             1900000.00                             69.09
           17020539                              840000.00                             70.59
           17020700                              536093.39                             71.53
           17020701                              424000.00                             80.00
           17020702                              536000.00                             80.00
           17020540                              583804.20                             55.71
           17020703                              650000.00                             78.08
           17020541                              608000.00                             75.53
           17020704                              449435.97                             75.00
           17020542                              526096.50                             70.29
           17020705                              460454.45                             36.12
           17020543                              468000.00                             80.00
           17020706                              650000.00                             79.79
           17020544                              479841.00                             80.00
           17020707                              680000.00                             80.00
           17020545                              880000.00                             80.00
           17020708                             1500000.00                             57.69
           17020546                              549865.18                             71.43
           17020547                             1000000.00                             74.07
           17020385                              520000.00                             80.00
           17020548                              468485.53                             71.21
           17020386                              564200.00                             79.99
           17020549                              644000.00                             67.79
           17020387                              760000.00                             79.98
           17020388                              524000.00                             80.00
           17020389                             1195360.00                             34.77
           17020710                              597422.24                             90.00
           17020711                              714425.95                             69.08
           17020550                              999999.47                             80.00
           17020712                              680000.00                             75.56
           17020551                              496000.00                             77.50
           17020713                              576383.46                             80.00
           17020714                              598744.12                             80.00
           17020552                              460000.00                             78.62
           17020715                              915800.00                             56.68
           17020553                              433000.00                             45.34
           17020391                              453881.00                             75.00
           17020392                              494394.60                             65.77
           17020554                              672000.00                             80.00
           17020716                              639839.05                             80.00
           17020717                              949960.05                             74.31
           17020555                              912000.00                             74.75
           17020393                              423975.00                             80.00
           17020718                              764860.00                             80.00
           17020556                              470000.00                             62.25
           17020394                              540000.00                             80.00
           17020395                              540000.00                             80.00
           17020557                              893076.00                             80.00
           17020719                             1400000.00                             66.67
           17020558                              478995.30                             80.00
           17020397                              650000.00                             77.38
           17020559                              664840.58                             73.08
           17020398                              637500.00                             75.00
           17020399                              475000.00                             67.38
           17020720                              455000.00                             65.47
           17020721                              620000.00                             80.00
           17020722                              436000.00                             80.00
           17020560                              427632.54                             80.00
           17020723                              650000.00                             76.47
           17020561                              473200.00                             70.00
           17020724                              725513.95                             61.87
           17020562                              636800.00                             80.00
           17020725                              432000.00                             80.00
           17020563                              426603.35                             76.79
           17020726                              735000.00                             77.37
           17020564                              461000.00                             62.30
           17020727                              619500.00                             68.83
           17020565                              588200.00                             80.00
           17020728                              650000.00                             74.29
           17020566                              479145.67                             80.00
           17020729                              634489.20                             80.00
           17020567                              665946.54                             80.00
           17020568                              956250.00                             75.00
           17020569                              423999.98                             80.00
           17020730                              805007.49                             80.00
           17020731                              458235.00                             80.00
           17020732                              591360.00                             80.00
           17020570                              577500.00                             70.00
           17020733                              600000.00                             80.00
           17020571                              620000.00                             80.00
           17020734                              520310.43                             80.00
           17020572                              514345.00                             80.00
           17020735                             2500000.00                             67.57
           17020573                              804998.86                             70.00
           17020736                              560000.00                             80.00
           17020487                             1296004.27                             37.14
           17020488                              610000.00                             77.71
           17020489                              472000.00                             80.00
           17020810                              535000.00                             73.79
           17020811                              464000.00                             80.00
           17020650                              480000.00                             80.00
           17020791                              645600.00                             80.00
           17020792                              424000.00                             80.00
           17020793                              513600.00                             80.00
           17020794                              670000.00                             50.95
           17020795                              471998.45                             80.00
           17020796                              944000.00                             78.67
           17020797                              536000.00                             80.00
           17020798                              600000.00                             80.00
           17020799                              752500.00                             55.74
           17020790                              602400.00                             80.00
           17020646                              477000.00                             55.92
           17020484                              520000.00                             78.79
           17020808                              535600.00                             80.00
           17020647                              465123.42                             80.00
           17020485                              591700.00                             80.00
           17020809                              496762.98                             66.40
           17020648                              999999.00                             73.29
           17020486                              480000.00                             80.00
           17020649                              777602.26                             60.00
           17020781                              478800.00                             80.00
           17020782                              615500.00                             72.41
           17020783                              504000.00                             80.00
           17020784                              512000.00                             80.00
           17020785                              472800.00                             80.00
           17020786                              605000.00                             72.37
           17020787                              539867.56                             62.07
           17020788                              521000.00                             77.19
           17020789                              559923.37                             80.00
           17020612                              576000.00                             80.00
           17020450                              450320.00                             80.00
           17020613                              736000.00                             80.00
           17020451                              650000.00                             72.22
           17020614                              575308.97                             76.93
           17020452                              485036.04                             80.00
           17020615                              587852.12                             72.81
           17020453                              565934.91                             80.00
           17020616                              583832.75                             80.00
           17020454                              550303.35                             80.00
           17020617                              648000.00                             80.00
           17020455                              450000.00                             63.38
           17020456                              951067.76                             32.67
           17020618                              592494.01                             90.00
           17020619                              457000.00                             80.00
           17020457                             1000000.00                             66.67
           17020458                              544873.21                             80.00
           17020459                              490000.00                             77.72
           17020620                              644384.00                             80.00
           17020621                              433199.73                             80.00
           17020622                              491900.00                             79.99
           17020460                              539010.49                             80.00
           17020623                              718428.47                             80.00
           17020461                              671918.79                             52.36
           17020624                              525000.00                             73.94
           17020462                              625000.00                             64.10
           17020625                              685000.00                             79.65
           17020463                              546185.00                             80.00
           17020626                              548000.00                             80.00
           17020464                              616850.00                             79.99
           17020627                              456000.00                             79.30
           17020465                              594000.00                             78.68
           17020628                              440000.00                             80.00
           17020466                             1349000.00                             79.35
           17020629                              640000.00                             73.99
           17020467                              480950.00                             78.84
           17020468                              597097.30                             70.00
           17020469                             1200000.00                             56.60
           17020630                              563587.00                             80.00
           17020631                              580000.00                             74.94
           17020632                             1032000.00                             80.00
           17020470                              525000.00                             77.78
           17020633                              540240.00                             80.00
           17020471                              600000.00                             80.00
           17020634                              840000.00                             80.00
           17020472                              450400.00                             80.00
           17020635                              630677.14                             80.00
           17020473                              472000.00                             80.00
           17020636                              560000.00                             80.00
           17020474                              566000.00                             70.75
           17020637                              548000.00                             80.00
           17020475                              554168.56                             80.00
           17020638                              760112.00                             80.00
           17020476                              749999.99                             78.95
           17020477                              853000.00                             74.17
           17020478                              458000.00                             64.51
           17020479                              571500.00                             57.15
           17020800                              860000.00                             80.00
           17020801                             1000000.00                             71.94
           17020640                              775000.00                             67.39
           17020802                              547299.13                             80.00
           17020641                              504000.00                             80.00
           17020803                              503818.27                             80.00
           17020642                              458900.02                             79.31
           17020480                              624000.00                             80.00
           17020804                              489737.64                             50.67
           17020643                              962887.31                             64.40
           17020481                              695700.00                             80.00
           17020805                              830450.00                             80.00
           17020644                              433374.00                             80.00
           17020482                              819941.51                             80.00
           17020806                              502085.96                             75.00
           17020645                              737829.89                             69.16
           17020483                              484000.00                             80.00
           17020807                              560000.00                             80.00
           17020436                              472060.08                             80.00
           17020437                              419240.00                             80.00
           17020438                              420000.00                             80.00
           17020439                              569301.10                             80.00
           17020600                              600000.00                             80.00
           17020601                              599248.05                             28.57
           17020602                              447999.33                             80.00
           17020440                              535000.00                             86.99
           17020603                              640000.00                             80.00
           17020441                              500000.00                             66.67
           17020604                              559000.00                             78.84
           17020442                              510724.00                             80.00
           17020605                              765926.52                             80.00
           17020606                              500000.00                             68.21
           17020444                              479950.00                             79.99
           17020607                              721799.52                             55.52
           17020445                              880000.00                             80.00
           17020608                              552000.00                             80.00
           17020446                              547639.99                             80.00
           17020609                              664000.00                             80.00
           17020447                              588000.00                             70.00
           17020448                              420073.95                             79.99
           17020449                              500500.00                             70.00
           17020610                              456000.00                             79.65
           17020611                              500000.00                             80.00
           17020771                              520000.00                             80.00
           17020772                              790000.00                             65.83
           17020773                              626000.00                             67.68
           17020774                              807500.00                             67.29
           17020775                              443500.00                             79.96
           17020777                              639000.00                             80.00
           17020778                              434995.31                             64.44
           17020779                              528000.00                             80.00
           17020780                              572000.00                             80.00
           17020400                             1249240.30                             69.44
           17020401                              996082.37                             55.89
           17020402                              556996.00                             80.00
           17020403                              510402.53                             80.00
           17020404                              709720.00                             80.00
           17020405                              500000.00                             47.62
           17020406                              500000.00                             80.00
           17020407                             1000000.00                             61.35
           17020408                              750000.00                             78.95
           17020409                              461200.00                             80.00
           17020410                              983232.00                             80.00
           17020411                              462800.00                             80.00
           17020412                              640000.00                             80.00
           17020413                              470000.00                             67.14
           17020415                              574733.00                             80.00
           17020416                              444673.84                             80.00
           17020417                              479000.00                             79.85
           17020418                             2000000.00                             58.82
           17020419                              999900.00                             75.19
           17020420                              514500.00                             25.73
           17020421                              535999.33                             80.00
           17020422                              642484.61                             77.13
           17020423                              766800.00                             80.00
           17020424                              794000.00                             72.18
           17020425                              468000.00                             80.00
           17020427                              649999.97                             76.47
           17020428                              489700.00                             79.99
           17020429                              427000.00                             72.13
           17020430                             1775000.00                             78.02
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           17181106                              552000.00                             76.67
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           17172038                              428000.00                             80.00
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           17181115                              500000.00                             33.33
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           17172045                              420500.00                             38.23
           17172046                              513600.00                             80.00
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           17172018                              564000.00                             74.70
           17172019                              522550.00                             73.39
           17172000                              695200.00                             80.00
           17172006                              540000.00                             75.84
           17172007                             1329000.00                             61.81
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           17172011                              840000.00                             80.00
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           17181088                              528500.00                             80.00
           17181090                              488000.00                             80.00
           17181092                              440000.00                             76.23
           17181093                              608000.00                             80.00
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           17181095                              577000.00                             66.74
           17181096                              576000.00                             76.80
           17181097                              489000.00                             69.86
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           17181082                              436000.00                             80.00
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           17181084                              500000.00                             62.11
           17181085                              456000.00                             80.00
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           17172141                              568000.00                             80.00
           17172142                              503522.00                             80.00
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           17175039                              640000.00                             80.00
           17175044                              509272.00                             79.28
           17175073                              618500.00                             74.97
           17181098                              512000.00                             80.00
           17181103                              480000.00                             80.00
           17181118                              676000.00                             80.00
           17181128                              508000.00                             80.00
           17181129                              543500.00                             73.45
           17181137                              650000.00                             53.06
           17181139                              550000.00                             66.27
           17181144                              708000.00                             69.41
           17181149                              999999.00                             64.94
           17181155                             1220000.00                             80.00
           17181156                              500000.00                             78.74
           17181157                              616000.00                             80.00
           17181160                              488000.00                             80.00
           17171928                              479900.00                             80.00
           17171929                              615800.00                             79.99
           17171930                              650000.00                             38.55
           17171931                              694350.00                             80.00
           17171932                              474580.92                             64.60
           17171934                              517320.00                             80.00
           17171936                              527950.00                             79.99
           17171938                              576800.00                             80.00
           17171940                              444000.00                             80.00
           17171941                              475000.00                             69.85
           17171942                             1500000.00                             76.92
           17171943                              799900.00                             80.00
           17171944                             2500000.00                             54.95
           17171947                              744000.00                             80.00
           17171948                              530400.00                             80.00
           17171953                              542400.00                             79.99
           17171954                              460000.00                             69.49
           17171956                              452000.00                             79.99
           17171958                              533850.00                             63.55
           17171959                              650000.00                             76.92
           17171961                              943200.00                             80.00
           17171964                              640000.00                             80.00
           17171975                              568000.00                             80.00
           17171976                              451850.00                             70.00
           17171977                              845000.00                             60.36
           17171981                              712000.00                             80.00
           17171984                              452000.00                             80.00
           17171994                              558400.00                             80.00
           17171997                              464000.00                             80.00
           17172003                              880000.00                             80.00
           17172058                              590772.00                             80.00
           17175030                              580750.00                             79.99
           17175033                              511200.00                             80.00
           17175055                              496000.00                             80.00
           17181087                              560800.00                             80.00
           17181089                              472932.00                             80.00
           17181091                              612000.00                             74.18
           17181127                              585000.00                             55.71
           17172118                              716342.29                             73.42
           17181142                             1666888.00                             59.53

           LOAN_SEQ          MI                                   MERS_ID1
           17020574         No MI                          '100070300004343999
           17020737         No MI                          '100015700071508408
           17020575         No MI                          '100156600000603669
           17020498         No MI                          '100137306120038794
           17020499         No MI                          '100057400003108992
           17020820         No MI                          '100133700019507691
           17020821         No MI                          '100133700019320764
           17020660         No MI                          '100169800000367514
           17020822         No MI                          '100133700016198866
           17020661         No MI                          '100047132260600147
           17020823         No MI                          '100133700019252272
           17020662         No MI                          '100178020060990845
           17020824         No MI                          '100133700019228801
           17020663         No MI                          '100047132260500438
           17020825         No MI                          '100133700019108243
           17020664         No MI                          '100140807005200008
           17020826         No MI                          '100133700018844608
           17020665         No MI                          '100059600058067658
           17020827         No MI                          '100133700019451403
           17020828         No MI                          '100133700017716153
           17020667         No MI                          '100306006120134123
           17020829         No MI                          '100133700019039851
           17020668         No MI                          '100141600000086301
           17020669         No MI                          '100047132261000859
           17020830         No MI                          '100133700019307456
           17020831         No MI                          '100133700018615768
           17020670         No MI                          '100047132261101053
           17020832         No MI                          '100133700019269441
           17020833         No MI                          '100133700017217178
           17020671         No MI                          '100073800000528318
           17020834         No MI                          '100133700018565716
           17020672         No MI                          '100039231513233555
           17020835         No MI                          '100133700018566193
           17020673         No MI                          '100072400305344726
           17020836         No MI                          '100133700019136301
           17020674         No MI                          '100285700000217462
           17020837         No MI                          '100133700019167322
           17020675         No MI                          '100066606041010086
           17020838         No MI                          '100133700019313231
           17020676         No MI                          '100256014000680983
           17020839         No MI                          '100133700019065179
           17020677         No MI                          '100134400610013897
           17020678         No MI                          '100134400030119886
           17020679         No MI                          '100134400030123250
           17020840         No MI                          '100015700068691233
           17020841         No MI                          '100133700016858774
           17020842         No MI                          '100133700019232829
           17020680         No MI                          '100134400030124068
           17020843         No MI                          '100133700019487480
           17020681         No MI                          '100071200000424372
           17020844         No MI                          '100133700019487944
           17020682         No MI                          '100109800000498155
           17020845         No MI                          '100133700019136814
           17020683         No MI                          '100378400000012785
           17020846         No MI                          '100133700019252678
           17020684         No MI                          '100076800000224162
           17020685         No MI                          '100071200000425486
           17020848         No MI                          '100133700019110421
           17020686         No MI                          '100146900008098935
           17020849         No MI                          '100133700019179087
           17020687         No MI                          '100146900008114161
           17020688         No MI                          '100031800630168841
           17020689         No MI                          '100132600000310843
           17020850         No MI                          '100133700018781016
           17020657         No MI                          '100098900061147973
           17020495         No MI                          '100163500319606158
           17020819         No MI                          '100133700019643744
           17020658         No MI                          '100047131461000222
           17020496         No MI                          '100178400022213280
           17020659         No MI                          '100076800000221796
           17020497         No MI                          '100366900070155038
           17020492         No MI                          '100146900008103057
           17020816         No MI                          '100133700019329757
           17020655         No MI                          '100039263120266934
           17020493         No MI                          '100196800050080535
           17020817         No MI                          '100015700076785241
           17020656         No MI                          '100113800000912019
           17020494         No MI                          '100052200003561843
           17020812         No MI                          '100133700019034175
           17020651         No MI                          '100059600090839734
           17020813         No MI                          '100133700019016636
           17020814         No MI                          '100133700018627219
           17020652         No MI                          '100155800000338669
           17020490         No MI                          '100154600000112093
           17020491         No MI                          '100109500400053309
           17020815         No MI                          '100015700076682323
           17020654         No MI                          '100098900061146504
           17020500         No MI                          '100088401473872045
           17020501         No MI                          '100270300000340997
           17020502         No MI                          '100424401473897177
           17020503         No MI                          '100057400003134113
           17020504         No MI                          '100254300000018734
           17020505         No MI                          '100053030010527449
           17020506         No MI                          '100134913100441436
           17020507         No MI                          '100418506120700067
           17020508         No MI                          '100141010601221283
           17020509         No MI                          '100146900008102091
           17020510         No MI                          '100364510010637532
           17020511         No MI                          '100079800614917422
           17020512         No MI                          '100031800620200240
           17020513         No MI                          '100063100081582553
           17020514         No MI                          '100066606121010303
           17020515         No MI                          '100015700076545462
           17020516         No MI                          '100094000000404736
           17020517         No MI                          '100030200000707198
           17020518         No MI                          '100218000000200168
           17020519         No MI                          '100357060002677392
           17020520         No MI                          '100057400002851261
           17020521         No MI                          '100115400061201077
           17020522         No MI                          '100172114745939701
           17020523         No MI                          '100063300020059990
           17020524         No MI                          '100063300009338662
           17020525         No MI                          '100053030010681600
           17020526         No MI                          '100015700076541784
           17020527         No MI                          '100094000000404066
           17020528         No MI                          '100015700076545405
           17020529         No MI                          '100082600000126033
           17020530         No MI                          '100030800600320522
           17020531         No MI                          '100205010000602672
           17020532         No MI                          '100182500061200892
           17020533         No MI                          '100023500000128868
           17020534         No MI                          '100015700076819222
           17020535         No MI                          '100364700000606056
           17020536         No MI                          '100082600000766713
           17020537         No MI                          '100015700076987862
           17020538         No MI                          '100149500055618051
           17020539         No MI                          '100115400061201242
           17020700         No MI                          '100146900009013057
           17020701         No MI                          '100138000530022246
           17020702         No MI                          '100138000530022949
           17020540         No MI                          '100183102000240599
           17020703         No MI                          '100070300004384464
           17020541         No MI                          '100415700000008377
           17020704         No MI                          '100268701485891376
           17020542         No MI                          '100224212345743867
           17020705         No MI                          '100124700070234657
           17020543         No MI                          '100283900000085420
           17020706         No MI                          '100124700070237221
           17020544         No MI                          '100146900008107215
           17020707         No MI                          '100133700016035936
           17020545         No MI                          '100045885010031937
           17020708         No MI                          '100133700019701203
           17020546         No MI                          '100155800000354617
           17020547         No MI                          '100047131161100603
           17020385         No MI                          '100133700017161335
           17020548         No MI                          '100130960000177978
           17020386         No MI                          '100082600000895686
           17020549         No MI                          '100177066200033260
           17020387         No MI                          '100082600000611679
           17020388         No MI                          '100133700019099319
           17020389         No MI                          '100015700066487014
           17020710         No MI                          '100015700073076487
           17020711         No MI                          '100133700018376650
           17020550         No MI                          '100063300009378379
           17020712         No MI                          '100133700018182421
           17020551         No MI                          '100039214587995853
           17020713         No MI                          '100133700017326276
           17020714         No MI                          '100015700074978434
           17020552         No MI                          '100132600000304747
           17020715         No MI                          '100015700073036754
           17020553         No MI                          '100140806353500001
           17020391         No MI                          '100020410001475941
           17020392         No MI                          '100027606010501832
           17020554         No MI                          '100039261409947885
           17020716         No MI                          '100133700017792667
           17020717         No MI                          '100015700074399805
           17020555         No MI                          '100015700076206842
           17020393         No MI                          '100047152160500015
           17020718         No MI                          '100015700074761103
           17020556         No MI                          '100137700000868587
           17020394         No MI                          '100201500022800696
           17020395         No MI                          '100459720060040323
           17020557         No MI                          '100057400002743237
           17020719         No MI                          '100133700017632756
           17020558         No MI                          '100196800030804764
           17020397         No MI                          '100253300000079869
           17020559         No MI                          '100259206120023162
           17020398         No MI                          '100197308010021457
           17020399         No MI                          '100133700019451775
           17020720         No MI                          '100133700018765951
           17020721         No MI                          '100133700018766009
           17020722         No MI                          '100133700017711949
           17020560         No MI                          '100369300061210545
           17020723         No MI                          '100133700018333065
           17020561         No MI                          '100015700076945555
           17020724         No MI                          '100015700077541932
           17020562         No MI                          '100057400003142355
           17020725         No MI                          '100015700075212338
           17020563         No MI                          '100031700003585565
           17020726         No MI                          '100133700017358741
           17020564         No MI                          '100196800030807403
           17020727         No MI                          '100133700017358717
           17020565         No MI                          '100132600000309498
           17020728         No MI                          '100015700074521366
           17020566         No MI                          '100109500400056443
           17020729         No MI                          '100133700017962229
           17020567         No MI                          '100031700003589146
           17020568         No MI                          '100407214767857703
           17020569         No MI                          '100376300032029785
           17020730         No MI                          '100015700073483832
           17020731         No MI                          '100133700017278543
           17020732         No MI                          '100133700018491574
           17020570         No MI                          '100221706120001287
           17020733         No MI                          '100015700075603296
           17020571         No MI                          '100059500700061267
           17020734         No MI                          '100133700018088073
           17020572         No MI                          '100082600000126223
           17020735         No MI                          '100015700076661418
           17020573         No MI                          '100076400000934520
           17020736         No MI                          '100133700017998454
           17020487         No MI                          '100138000340001158
           17020488         No MI                          '100109500400052947
           17020489         No MI                          '100137700000507367
           17020810         No MI                          '100133700019186439
           17020811         No MI                          '100133700019270993
           17020650         No MI                          '100155800000354682
           17020791         No MI                          '100015700077824072
           17020792         No MI                          '100133700017426720
           17020793         No MI                          '100133700018647316
           17020794         No MI                          '100133700019513095
           17020795         No MI                          '100133700019411456
           17020796         No MI                          '100133700019058141
           17020797         No MI                          '100133700018945546
           17020798         No MI                          '100133700019128522
           17020799         No MI                          '100133700018341688
           17020790         No MI                          '100133700017014955
           17020646         No MI                          '100173337340178545
           17020484         No MI                          '100015700075572483
           17020808         No MI                          '100133700018767627
           17020647         No MI                          '100015700076484191
           17020485         No MI                          '100084500000145918
           17020809         No MI                          '100133700018767601
           17020648         No MI                          '100047131360500157
           17020486         No MI                          '100137700000865484
           17020649         No MI                          '100306006120133034
           17020781         No MI                          '100133700019530081
           17020782         No MI                          '100015700077771208
           17020783         No MI                          '100015700076971338
           17020784         No MI                          '100015700074248036
           17020785         No MI                          '100133700018829484
           17020786         No MI                          '100133700018222805
           17020787         No MI                          '100133700019306219
           17020788         No MI                          '100015700076690615
           17020789         No MI                          '100015700076468376
           17020612         No MI                          '100146900008109542
           17020450         No MI                          '100057400002886846
           17020613         No MI                          '100146900008110185
           17020451         No MI                          '100424401470912144
           17020614         No MI                          '100146900008110953
           17020452         No MI                          '100057400003066240
           17020615         No MI                          '100015700076543228
           17020453         No MI                          '100027606072513758
           17020616         No MI                          '100109500400057409
           17020454         No MI                          '100184624161208023
           17020617         No MI                          '100155800000354732
           17020455         No MI                          '100015700076259577
           17020456         No MI                          '100364700000605751
           17020618         No MI                          '100097090612200033
           17020619         No MI                          '100047133661000044
           17020457         No MI                          '100230500010460581
           17020458         No MI                          '100120001000356296
           17020459         No MI                          '100109500400050743
           17020620         No MI                          '100027605051208042
           17020621         No MI                          '100027606011808491
           17020622         No MI                          '100027606071607932
           17020460         No MI                          '100015700072503390
           17020623         No MI                          '100352980000015037
           17020461         No MI                          '100273500612002144
           17020624         No MI                          '100053030010773142
           17020462         No MI                          '100109500400051410
           17020625         No MI                          '100098900061113447
           17020463         No MI                          '100057400002917807
           17020626         No MI                          '100039225402439984
           17020464         No MI                          '100063300009376670
           17020627         No MI                          '100053030010739739
           17020465         No MI                          '100230500010461746
           17020628         No MI                          '100141600000085444
           17020466         No MI                          '100015700076372149
           17020629         No MI                          '100073500011880084
           17020467         No MI                          '100471301000139832
           17020468         No MI                          '100063300009376738
           17020469         No MI                          '100091510100064431
           17020630         No MI                          '100082600001099866
           17020631         No MI                          '100047131161100025
           17020632         No MI                          '100031800110439092
           17020470         No MI                          '100070414061204000
           17020633         No MI                          '100197900001838640
           17020471         No MI                          '100015700076543822
           17020634         No MI                          '100019938910068426
           17020472         No MI                          '100450020040221872
           17020635         No MI                          '100420200000162160
           17020473         No MI                          '100059600056525657
           17020636         No MI                          '100313100061290456
           17020474         No MI                          '100063300020056426
           17020637         No MI                          '100059600086437691
           17020475         No MI                          '100015700076484118
           17020638         No MI                          '100027606080301956
           17020476         No MI                          '100088401472882482
           17020477         No MI                          '100134911100442743
           17020478         No MI                          '100137700000854751
           17020479         No MI                          '100030200000713964
           17020800         No MI                          '100133700018894223
           17020801         No MI                          '100133700018797004
           17020640         No MI                          '100031800440007700
           17020802         No MI                          '100133700018829500
           17020641         No MI                          '100060806120077024
           17020803         No MI                          '100133700019048357
           17020642         No MI                          '100134911100444764
           17020480         No MI                          '100060677002731917
           17020804         No MI                          '100015700076593371
           17020643         No MI                          '100079000000020598
           17020481         No MI                          '100082600000126017
           17020805         No MI                          '100133700019023095
           17020644         No MI                          '100082600001094016
           17020482         No MI                          '100134917100442823
           17020806         No MI                          '100133700018079254
           17020645         No MI                          '100098900061041002
           17020483         No MI                          '100127500000109087
           17020807         No MI                          '100133700018182355
           17020436         No MI                          '100258910060715213
           17020437         No MI                          '100057400003030485
           17020438         No MI                          '100192820060093199
           17020439         No MI                          '100057400002695411
           17020600         No MI                          '100065202900142144
           17020601         No MI                          '100137700000221399
           17020602         No MI                          '100197308010046991
           17020440         No MI                          '100108814686126601
           17020603         No MI                          '100057400003148030
           17020441         No MI                          '100245000026120298
           17020604         No MI                          '100015700076261136
           17020442         No MI                          '100015904000259907
           17020605         No MI                          '100084700000019028
           17020606         No MI                          '100115400061201598
           17020444         No MI                          '100127800005075964
           17020607         No MI                          '100039270980867164
           17020445         No MI                          '100164500001012078
           17020608         No MI                          '100030200025072404
           17020446         No MI                          '100057400002959841
           17020609         No MI                          '100039217396348776
           17020447         No MI                          '100063300020053332
           17020448         No MI                          '100057400003041813
           17020449         No MI                          '100126300000198169
           17020610         No MI                          '100015700076421953
           17020611         No MI                          '100405100000012259
           17020771         No MI                          '100133700018377138
           17020772         No MI                          '100133700019222440
           17020773         No MI                          '100015700076682422
           17020774         No MI                          '100133700019299786
           17020775         No MI                          '100133700019170391
           17020777         No MI                          '100015700069627343
           17020778         No MI                          '100133700018864200
           17020779         No MI                          '100133700018864267
           17020780         No MI                          '100133700019358541
           17020400         No MI                          '100015700066364445
           17020401         No MI                          '100015700067731139
           17020402         No MI                          '100015700074183050
           17020403         No MI                          '100015700070396854
           17020404         No MI                          '100015700070791575
           17020405         No MI                          '100133700019255952
           17020406         No MI                          '100015700073910156
           17020407         No MI                          '100015700076386909
           17020408         No MI                          '100133700017727580
           17020409         No MI                          '100133700018967805
           17020410         No MI                          '100015700070279704
           17020411         No MI                          '100015700071637272
           17020412         No MI                          '100133700019313751
           17020413         No MI                          '100133700018215346
           17020415         No MI                          '100015700071780106
           17020416         No MI                          '100015700071991257
           17020417         No MI                          '100133700018844418
           17020418         No MI                          '100133700018863277
           17020419         No MI                          '100133700019322083
           17020420         No MI                          '100133700018705536
           17020421         No MI                          '100133700017241210
           17020422         No MI                          '100133700019129793
           17020423         No MI                          '100245100000071309
           17020424         No MI                          '100189001000328558
           17020425         No MI                          '100148900000222069
           17020427         No MI                          '100197308010030854
           17020428         No MI                          '100467500006007580
           17020429         No MI                          '100045200000650904
           17020430         No MI                          '100015700076262514
           17020431         No MI                          '100161500610270037
           17020432         No MI                          '100059600072406668
           17020433         No MI                          '100424401463311148
           17020434         No MI                          '100230500010455706
           17020761         No MI                          '100015700077052294
           17020762         No MI                          '100133700019136517
           17020763         No MI                          '100133700018798887
           17020764         No MI                          '100133700019022535
           17020765         No MI                          '100133700018278583
           17020766         No MI                          '100133700019208134
           17020767         No MI                          '100133700018951098
           17020768         No MI                          '100133700019062416
           17020769         No MI                          '100133700019208944
           17020770         No MI                          '100133700018926785
           17020851         No MI                          '100133700019253361
           17020852         No MI                          '100133700018767742
           17020690         No MI                          '100047132261200327
           17020853         No MI                          '100015700074194800
           17020691         No MI                          '100047132260900752
           17020854         No MI                          '100133700019309288
           17020692         No MI                          '100195100000802885
           17020855         No MI                          '100133700019263568
           17020693         No MI                          '100141010601221861
           17020856         No MI                          '100015700076744941
           17020694         No MI                          '100074800270064506
           17020857         No MI                          '100015700077281125
           17020695         No MI                          '100285700000217249
           17020858         No MI                          '100015700077150445
           17020696         No MI                          '100253000000567570
           17020859         No MI                          '100133700019616302
           17020697         No MI                          '100098900061217438
           17020698         No MI                          '100315700000071020
           17020699         No MI                          '100070414061207003
           17020860         No MI                          '100133700019059883
           17020861         No MI                          '100133700018864317
           17020862         No MI                          '100133700019702631
           17020740         No MI                          '100133700017610000
           17020741         No MI                          '100133700019358186
           17020742         No MI                          '100015700076514203
           17020580         No MI                          '100031700003592850
           17020743         No MI                          '100133700018263072
           17020581         No MI                          '100173337340178677
           17020744         No MI                          '100133700018702848
           17020582         No MI                          '100132600000305462
           17020745         No MI                          '100133700018480239
           17020583         No MI                          '100114700000303095
           17020746         No MI                          '100015700074972940
           17020584         No MI                          '100059600087569674
           17020747         No MI                          '100015700074889334
           17020585         No MI                          '100497822061215005
           17020748         No MI                          '100015700077083596
           17020586         No MI                          '100467500006026085
           17020749         No MI                          '100133700018660384
           17020587         No MI                          '100079000000020085
           17020588         No MI                          '100463906120023870
           17020589         No MI                          '100224212345744683
           17020750         No MI                          '100133700018100852
           17020751         No MI                          '100133700017760607
           17020590         No MI                          '100027606121609367
           17020752         No MI                          '100133700018625049
           17020591         No MI                          '100115400061201192
           17020753         No MI                          '100015700074966322
           17020592         No MI                          '100132600000307302
           17020754         No MI                          '100133700017220404
           17020593         No MI                          '100347000000009597
           17020755         No MI                          '100133700018988520
           17020594         No MI                          '100205010000609982
           17020756         No MI                          '100133700016370697
           17020595         No MI                          '100166500004746571
           17020757         No MI                          '100015700076608641
           17020596         No MI                          '100057400003151943
           17020758         No MI                          '100015700072209717
           17020597         No MI                          '100057400002737403
           17020759         No MI                          '100133700017791263
           17020598         No MI                          '100015700076260237
           17020599         No MI                          '100364700000700024
           17020760         No MI                          '100133700019451577
           17020738         No MI                          '100015700075568903
           17020576         No MI                          '100031700003574148
           17020739         No MI                          '100133700018951312
           17020577         No MI                          '100196800030809656
           17020578         No MI                          '100027606062216255
           17020390         No MI                          '100200400000000461
           17149253         No MI                          '100133700020459981
           17129133         No MI                          '100133700018349806
           17120372         No MI                          '100133700018857972
           17120377         No MI                          '100133700019482275
           17120399         No MI                          '100133700019576365
           17129138         No MI                          '100133700019272171
           17120386         No MI                          '100133700020154913
           17120389         No MI                          '100133700019840761
           17120412         YES                            '100015700078684293
           17120421         No MI                          '100015700078231772
           17120390         No MI                          '100133700019958324
           17120391         No MI                          '100015700077978688
           17120392         No MI                          '100133700018785900
           17120393         No MI                          '100133700019337263
           17120394         No MI                          '100133700019988925
           17120395         No MI                          '100015700078461171
           17120397         No MI                          '100133700018165202
           17120398         No MI                          '100133700018041726
           17120385         No MI                          '100015700078632508
           17120387         No MI                          '100133700020359884
           17120388         No MI                          '100015700077175988
           17120384         No MI                          '100015700078518392
           17120330         No MI                          '100236900000067715
           17120331         No MI                          '100015700078015092
           17120332         No MI                          '100133700019181588
           17120333         No MI                          '100015700075628962
           17120334         No MI                          '100133700018520885
           17120335         No MI                          '100133700018455199
           17120336         No MI                          '100133700019449712
           17120337         No MI                          '100133700019183634
           17120338         No MI                          '100133700019481491
           17120339         No MI                          '100133700018768203
           17120341         No MI                          '100133700018290273
           17120342         No MI                          '100133700018658271
           17120343         No MI                          '100133700018970742
           17120344         No MI                          '100133700019471427
           17120346         No MI                          '100133700019101339
           17120347         No MI                          '100015700077145932
           17120348         No MI                          '100015700077334700
           17120349         No MI                          '100133700019334518
           17120350         No MI                          '100133700019240434
           17120351         No MI                          '100133700019029142
           17120353         No MI                          '100133700017470603
           17120354         No MI                          '100015700076347067
           17120355         No MI                          '100133700018727506
           17120356         No MI                          '100133700019542656
           17120357         No MI                          '100133700019575680
           17120358         No MI                          '100015700077175632
           17120359         No MI                          '100015700076347380
           17120360         No MI                          '100133700019854754
           17120361         No MI                          '100015700078024953
           17120362         No MI                          '100133700018826142
           17120363         No MI                          '100133700019038200
           17120364         No MI                          '100015700077269518
           17120365         No MI                          '100133700019921140
           17120366         No MI                          '100133700019788044
           17120367         No MI                          '100015700078025018
           17120370         No MI                          '100133700019492209
           17120371         No MI                          '100133700019866535
           17120373         No MI                          '100133700019906604
           17120374         No MI                          '100133700019573180
           17120375         No MI                          '100133700019779209
           17120376         No MI                          '100133700019787616
           17120378         No MI                          '100015700078208424
           17120379         No MI                          '100015700078107857
           17120380         No MI                          '100133700019439937
           17120381         No MI                          '100133700017976377
           17120382         No MI                          '100133700019726325
           17120383         No MI                          '100133700019953309
           17120327         No MI                          '100366900701554260
           17120328         No MI                          '100130960000175121
           17149240         No MI                          '100015700073910438
           17149241         No MI                          '100137700000870989
           17149242         No MI                          '100015700076158456
           17149243         No MI                          '100031800620203848
           17149244         No MI                          '100133700020359769
           17149245         No MI                          '100133700018786361
           17149246         No MI                          '100133700018215916
           17149247         No MI                          '100015700078551740
           17149248         No MI                          '100133700020150481
           17149249         No MI                          '100133700018041841
           17149250         No MI                          '100133700019387755
           17149251         No MI                          '100133700018933138
           17149252         No MI                          '100015700078984404
           17149100         No MI                          '100133700019749178
           17149101         No MI                          '100015700076983614
           17149102         No MI                          '100133700018740756
           17129130         No MI                          '100095303400508554
           17129131         No MI                          '100039267838287397
           17129132         No MI                          '100050500008794170
           17129134         No MI                          '100015700076546148
           17129135         No MI                          '100133700019298226
           17129136         No MI                          '100015700078324965
           17129137         No MI                          '100015700076822630
           17129139         No MI                          '100133700019707135
           17129140         No MI                          '100133700019473506
           17129141         No MI                          '100015700076969043
           17129142         No MI                          '100133700019526303
           17129144         No MI                          '100133700019816407
           17129145         No MI                          '100133700019906927
           17129127         No MI                          '100186192060500468
           17129128         No MI                          '100082600001083795
           17129129         No MI                          '100066607011013712
           17120410         No MI                          '100133700017931505
           17120411         No MI                          '100133700018328560
           17120413         No MI                          '100133700019959421
           17120414         No MI                          '100133700020092279
           17120415         No MI                          '100133700018737034
           17120416         No MI                          '100133700019453839
           17120417         No MI                          '100133700019029555
           17120418         No MI                          '100015700078527328
           17120419         No MI                          '100133700019906331
           17120420         No MI                          '100133700019714750
           17120422         No MI                          '100133700019980716
           17120423         No MI                          '100133700019538852
           17120424         No MI                          '100133700019543530
           17120425         No MI                          '100133700019714933
           17120426         No MI                          '100015700068354535
           17149077         No MI                          '100059600086617615
           17149078         No MI                          '100180720070206035
           17149079         No MI                          '100059600073202603
           17149080         No MI                          '100122500206120263
           17149081         No MI                          '100071907020127450
           17149082         No MI                          '100364510040703981
           17149083         No MI                          '100015700078318058
           17149084         No MI                          '100306300702079651
           17149086         No MI                          '100133700020055276
           17149087         No MI                          '100039610011027116
           17149088         No MI                          '100039610011162145
           17149089         No MI                          '100133700019568701
           17149090         No MI                          '100015700078399140
           17149091         No MI                          '100133700018076615
           17120401         No MI                          '100015700074375953
           17120402         No MI                          '100133700019981417
           17120403         No MI                          '100133700017241947
           17120404         No MI                          '100133700020095769
           17120405         No MI                          '100133700020026210
           17120406         No MI                          '100133700019656084
           17120407         No MI                          '100133700020049626
           17120408         No MI                          '100133700020267483
           17120409         No MI                          '100133700020267475
           17149092         No MI                          '100133700019234940
           17149093         No MI                          '100133700017507081
           17149094         No MI                          '100133700019539330
           17149095         No MI                          '100015700078385586
           17149096         No MI                          '100133700019800005
           17149097         No MI                          '100133700018931793
           17149098         No MI                          '100015700078204001
           17149099         No MI                          '100015700069414809
           17120498         No MI                          '100133700018485352
           17120455         No MI                          '100015700077389563
           17120477         No MI                          '100133700019488033
           17120490         No MI                          '100133700019120487
           17120532         PMI                            '100015700077715924
           17120544         No MI                          '100015700074978673
           17120540         No MI                          '100015700078188477
           17120541         No MI                          '100133700018768310
           17120542         No MI                          '100133700019481418
           17120543         No MI                          '100133700019124208
           17120545         No MI                          '100015700071560680
           17120546         No MI                          '100133700018165079
           17120547         No MI                          '100015700077786354
           17120548         No MI                          '100133700020018118
           17120549         No MI                          '100133700018015449
           17120550         No MI                          '100133700019734063
           17120551         No MI                          '100133700019898595
           17120552         No MI                          '100015700076853023
           17120553         No MI                          '100133700019038234
           17120554         No MI                          '100015700077860191
           17120555         No MI                          '100015700078312697
           17120556         No MI                          '100133700019975146
           17120557         No MI                          '100133700019734055
           17120558         No MI                          '100133700018931819
           17120559         No MI                          '100015700073592681
           17120560         No MI                          '100133700020018241
           17120561         No MI                          '100133700019488363
           17120562         No MI                          '100133700019864266
           17120563         No MI                          '100133700020051606
           17120564         No MI                          '100015700078171895
           17120565         No MI                          '100133700019656340
           17120566         No MI                          '100133700019337206
           17120567         No MI                          '100133700018858178
           17120568         No MI                          '100133700019734188
           17120569         No MI                          '100133700019717753
           17120570         No MI                          '100133700019974966
           17120571         No MI                          '100133700019829038
           17120572         No MI                          '100133700019533259
           17120573         No MI                          '100015700078352172
           17120574         No MI                          '100015700076229810
           17120575         No MI                          '100133700019963233
           17120576         No MI                          '100133700019990897
           17120526         No MI                          '100133700019312142
           17120527         No MI                          '100133700019842981
           17120528         No MI                          '100015700076563846
           17120529         No MI                          '100133700019429243
           17120530         No MI                          '100133700017135008
           17120531         No MI                          '100133700019127102
           17120533         No MI                          '100133700019550097
           17120534         No MI                          '100133700019388696
           17120535         No MI                          '100133700019767402
           17120536         No MI                          '100015700076818067
           17120537         No MI                          '100133700017570436
           17120538         No MI                          '100133700019842874
           17120539         No MI                          '100133700020067479
           17120510         No MI                          '100015700076818133
           17120511         No MI                          '100133700018785579
           17120512         No MI                          '100133700019339202
           17120513         No MI                          '100015700078070907
           17120514         No MI                          '100133700020092907
           17120515         No MI                          '100133700019850489
           17120516         No MI                          '100133700018566383
           17120517         No MI                          '100015700077706097
           17120518         No MI                          '100133700019675449
           17120519         No MI                          '100133700019272445
           17120520         No MI                          '100015700077844419
           17120521         No MI                          '100133700019374878
           17120522         No MI                          '100133700019568230
           17120523         No MI                          '100133700019562647
           17120524         No MI                          '100133700017189344
           17120525         No MI                          '100133700020126820
           17120500         No MI                          '100133700018704190
           17120501         No MI                          '100015700075643409
           17120502         No MI                          '100133700018648454
           17120503         No MI                          '100015700073657260
           17120504         No MI                          '100133700019530701
           17120505         United Guaranty                '100133700019072506
           17120506         No MI                          '100015700076966007
           17120507         No MI                          '100133700019395089
           17120508         No MI                          '100015700075395844
           17120509         No MI                          '100133700019386559
           17149110         No MI                          '100133700019750564
           17149111         No MI                          '100015700078035488
           17149112         No MI                          '100133700020227529
           17149113         No MI                          '100133700020242833
           17149103         No MI                          '100259000000059184
           17149105         No MI                          '100133700020226729
           17149106         No MI                          '100133700020056209
           17149107         No MI                          '100015700078855992
           17149108         No MI                          '100133700020067545
           17149109         No MI                          '100133700020063163
           17120450         No MI                          '100015700077026256
           17120451         No MI                          '100252300000997954
           17120452         No MI                          '100424401486317346
           17120453         No MI                          '100186141070100272
           17120454         No MI                          '100115400070101193
           17120456         No MI                          '100199600000143962
           17120457         No MI                          '100072400225314593
           17120458         No MI                          '100399307020009672
           17120459         No MI                          '100071200000428068
           17120460         No MI                          '100072400905100387
           17120461         No MI                          '100072400905100668
           17120462         No MI                          '100015700076190046
           17120463         No MI                          '100133700018779689
           17120464         No MI                          '100133700019109704
           17120465         No MI                          '100015700074444064
           17120466         No MI                          '100015700077461552
           17120467         No MI                          '100015700076968946
           17120468         No MI                          '100015700077592695
           17120469         No MI                          '100133700016937859
           17120470         No MI                          '100133700018566268
           17120471         No MI                          '100133700018264906
           17120472         No MI                          '100133700018654361
           17120473         No MI                          '100133700017807747
           17120474         No MI                          '100133700016669577
           17120476         No MI                          '100133700019174492
           17120478         No MI                          '100133700018786734
           17120479         No MI                          '100133700018966674
           17120480         No MI                          '100133700019041295
           17120481         No MI                          '100015700078023260
           17120482         No MI                          '100133700017644694
           17120483         No MI                          '100133700019530776
           17120484         No MI                          '100133700019567281
           17120485         No MI                          '100133700017820757
           17120486         No MI                          '100015700077394456
           17120487         No MI                          '100133700019924516
           17120488         No MI                          '100133700019655961
           17120489         No MI                          '100015700070620600
           17120491         No MI                          '100133700019120503
           17120492         No MI                          '100133700019008096
           17120493         No MI                          '100133700019590960
           17120494         No MI                          '100133700019232167
           17120495         No MI                          '100133700019843633
           17120496         No MI                          '100015700077812705
           17120499         No MI                          '100133700017982086
           17120429         Republic MIC                   '100015700061223620
           17120430         No MI                          '100015700072965003
           17120431         No MI                          '100015700078120686
           17120432         No MI                          '100140806341800000
           17120433         No MI                          '100134911100442883
           17120434         No MI                          '100140806344100002
           17120436         No MI                          '100133001000572954
           17120437         No MI                          '100134911100444053
           17120438         No MI                          '100478300004283144
           17120440         No MI                          '100276530611150047
           17120441         No MI                          '100072400305344866
           17120442         No MI                          '100100300000211178
           17120443         No MI                          '100015700077613723
           17120444         No MI                          '100134914120444988
           17120445         No MI                          '100137700000868322
           17120446         No MI                          '100125700006384641
           17120447         No MI                          '100276510701170089
           17120448         No MI                          '100358400070100399
           17120449         No MI                          '100140200060801805
           17181086         No MI                          '100039214775163991
           17171924         No MI                          '100249710290606642
           17172078         No MI                          '100133700020842806
           17175048         No MI                          '100133700020852912
           17175049         PMI                            '100015700078461551
           17171987         No MI                          '100015700078421423
           17172020         No MI                          '100133700020063023
           17203440         No MI                          '100015700076940192
           17172004         No MI                          '100047132270100708
           17172023         No MI                          '100133700019143752
           17172005         No MI                          '100061200006353080
           17203443         No MI                          '100015700079186959
           17203445         No MI                          '100133700020839455
           17203409         No MI                          '100015700071615971
           17172044         No MI                          '100133700020476597
           17203427         No MI                          '100015700079239535
           17172008         No MI                          '100133700019334211
           17181117         No MI                          '100133700020324672
           17172064         No MI                          '100133700020496587
           17203267         No MI                          '100127500000111711
           17175071         No MI                          '100133700019993818
           17172065         No MI                          '100133700019936213
           17175054         No MI                          '100071200000435147
           17172048         No MI                          '100133700020296524
           17172049         No MI                          '100133700020173400
           17171951         No MI                          '100164907020068546
           17171995         No MI                          '100318640020007017
           17203410         No MI                          '100133700020030030
           17181120         No MI                          '100133700019736837
           17172112         No MI                          '100133700020620285
           17172014         No MI                          '100133700019702151
           17203451         No MI                          '100133700020844349
           17172051         No MI                          '100015700079205262
           17203255         No MI                          '100015904000281224
           17172053         No MI                          '100133700019198632
           17203437         No MI                          '100015700078226566
           17172036         No MI                          '100133700019366494
           17172136         No MI                          '100015700079042533
           17172073         No MI                          '100133700019093684
           17172055         No MI                          '100301207022033067
           17203294         No MI                          '100015700079023491
           17203278         No MI                          '100444700000011392
           17203359         No MI                          '100015700078249477
           17172039         No MI                          '100133700020181247
           17203396         No MI                          '100133700020912716
           17203423         No MI                          '100015700078997125
           17203388         No MI                          '100015700079395311
           17203364         No MI                          '100133700018839376
           17203354         No MI                          '100133700019778987
           17203317         No MI                          '100268701496741099
           17171965         PMI                            '100290800000330134
           17203331         No MI                          '100133700018679418
           17172132         No MI                          '100133700019694911
           17172133         No MI                          '100133700020728179
           17172127         No MI                          '100133700020570415
           17172130         No MI                          '100133700020217876
           17172104         No MI                          '100133700020488105
           17172114         No MI                          '100133700020624527
           17172125         No MI                          '100015700079036238
           17172126         No MI                          '100133700020487750
           17171998         No MI                          '100146900009024351
           17172001         No MI                          '100015904000674071
           17172002         No MI                          '100047131261100321
           17172010         No MI                          '100015700077192546
           17172022         No MI                          '100133700020663772
           17172033         No MI                          '100133700020191931
           17172041         No MI                          '100133700020382076
           17172057         No MI                          '100015904000675805
           17172061         No MI                          '100073800000554371
           17172068         No MI                          '100133700020547405
           17172074         No MI                          '100133700019093734
           17172084         No MI                          '100015700079508467
           17172086         No MI                          '100133700019943524
           17171926         No MI                          '100053030010822139
           17171946         No MI                          '100036800800339797
           17171952         No MI                          '100059600071685601
           17171957         No MI                          '100196800030865807
           17171960         No MI                          '100229900597020019
           17171979         No MI                          '100053030011123602
           17171980         No MI                          '100059600095025685
           17171983         No MI                          '100109500400064405
           17171990         No MI                          '100146900009021415
           17171992         No MI                          '100308400000103738
           17171922         No MI                          '100224212345740277
           17203303         No MI                          '100115400060700590
           17203452         No MI                          '100133700021009082
           17203340         No MI                          '100133700019758617
           17203351         No MI                          '100133700019524076
           17203283         No MI                          '100057400003191261
           17203252         No MI                          '100133700020275940
           17203412         No MI                          '100133700020543958
           17203321         No MI                          '100187800103043267
           17203385         No MI                          '100015904000843205
           17203392         No MI                          '100133700020438886
           17203401         No MI                          '100015700077350433
           17203435         No MI                          '100133700020756204
           17203383         No MI                          '100015904000580070
           17203323         No MI                          '100015700072871532
           17203449         No MI                          '100015700079588238
           17203328         No MI                          '100133700018215494
           17203339         No MI                          '100015700075959649
           17203315         No MI                          '100115400070203031
           17203257         No MI                          '100063300009378411
           17203295         No MI                          '100057400002998153
           17203290         No MI                          '100059600068020606
           17203299         No MI                          '100194972107114328
           17203424         No MI                          '100133700019250540
           17203379         No MI                          '100015904000674030
           17203256         No MI                          '100053030010712132
           17203422         PMI                            '100133700020574219
           17203253         No MI                          '100224212345742901
           17203312         No MI                          '100463300070201274
           17203293         No MI                          '100059600094218687
           17203418         No MI                          '100015700079732885
           17203314         No MI                          '100059600066463683
           17203448         No MI                          '100133700020529965
           17203384         No MI                          '100047131170200212
           17203281         No MI                          '100236900000092341
           17203348         No MI                          '100015700077757298
           17203390         No MI                          '100133700020192061
           17203310         No MI                          '100137700000884667
           17203363         No MI                          '100133700019890733
           17203425         No MI                          '100133700020488501
           17203373         No MI                          '100133700020172519
           17203266         No MI                          '100050500008581189
           17203358         No MI                          '100133700020315183
           17203429         No MI                          '100015700076632898
           17203371         No MI                          '100133700019294662
           17203337         No MI                          '100015700078443971
           17203421         No MI                          '100015700078250681
           17203430         No MI                          '100015700078879794
           17203247         No MI                          '100276510412150115
           17203320         No MI                          '100155800000363576
           17203405         No MI                          '100133700020398403
           17203270         No MI                          '100059600090472676
           17203362         No MI                          '100133700020152594
           17203361         No MI                          '100015700078080260
           17203272         No MI                          '100196800050096689
           17203350         No MI                          '100133700019523250
           17203403         No MI                          '100133700018488844
           17203301         No MI                          '100194972107118402
           17203349         No MI                          '100133700019863235
           17203338         No MI                          '100015700074882909
           17203345         No MI                          '100133700019379729
           17203307         No MI                          '100059600095999608
           17203357         No MI                          '100015700077978266
           17203442         No MI                          '100133700020771195
           17203277         No MI                          '100137700000508449
           17203280         No MI                          '100039216200011224
           17203344         No MI                          '100015700077364335
           17203381         No MI                          '100293701597706156
           17203436         No MI                          '100133700020632033
           17203333         No MI                          '100133700020032838
           17203316         No MI                          '100049504915393377
           17203305         No MI                          '100208808000017339
           17203292         No MI                          '100039223050621839
           17203419         No MI                          '100015700079317604
           17203433         No MI                          '100133700020914258
           17203438         No MI                          '100133700020588490
           17203284         No MI                          '100045700889802146
           17203275         No MI                          '100053030010942671
           17203411         No MI                          '100133700020885433
           17203324         No MI                          '100015700073799021
           17203408         No MI                          '100133700020456110
           17203300         No MI                          '100352900000033921
           17203273         No MI                          '100039275419954590
           17203446         No MI                          '100133700020472653
           17203415         No MI                          '100133700019822520
           17203389         No MI                          '100133700020132513
           17203398         No MI                          '100133700015157996
           17203274         No MI                          '100424401486193416
           17203318         No MI                          '100108814970232909
           17203391         No MI                          '100133700019216483
           17203399         No MI                          '100133700019772469
           17203450         No MI                          '100015700079607277
           17203447         No MI                          '100015700079566804
           17203453         No MI                          '100133700020799576
           17203428         No MI                          '100133700019097925
           17203313         No MI                          '100095414958343409
           17203431         No MI                          '100133700019789802
           17203417         No MI                          '100133700020455427
           17203343         No MI                          '100015700071888990
           17203360         No MI                          '100133700020315134
           17203416         No MI                          '100133700020528579
           17203406         No MI                          '100133700018920911
           17203367         No MI                          '100133700020223981
           17203380         No MI                          '100015904000705305
           17203286         No MI                          '100015700078420854
           17203330         No MI                          '100133700018100878
           17203249         No MI                          '100082600000139515
           17203342         No MI                          '100133700018801996
           17203346         No MI                          '100133700019143414
           17203264         No MI                          '100183601481720078
           17203322         No MI                          '100047131170200170
           17203397         No MI                          '100133700020382100
           17203407         No MI                          '100015700079234106
           17203336         No MI                          '100133700019447146
           17203374         No MI                          '100047132270200599
           17203329         No MI                          '100133700018471865
           17203327         No MI                          '100015700079745234
           17203369         No MI                          '100133700020024108
           17203335         No MI                          '100133700019291692
           17203291         No MI                          '100053030011058543
           17203289         No MI                          '100059600089097641
           17203372         No MI                          '100133700020067362
           17203296         No MI                          '100290800000330605
           17203254         PMI                            '100098900061040939
           17203444         No MI                          '100015700079027849
           17203365         No MI                          '100133700018424625
           17203259         No MI                          '100537166200032877
           17203366         No MI                          '100133700018424740
           17203353         No MI                          '100015700077900765
           17203285         No MI                          '100141010700221077
           17203352         No MI                          '100133700019060519
           17203306         No MI                          '100245000027020901
           17203414         No MI                          '100133700020235183
           17203393         No MI                          '100133700020381664
           17203382         No MI                          '100047131361000140
           17203302         No MI                          '100027606073016710
           17203356         No MI                          '100133700019971764
           17203387         No MI                          '100133700020190933
           17203377         No MI                          '100062500080920210
           17203308         No MI                          '100045700889827234
           17203276         No MI                          '100143200003013549
           17203288         No MI                          '100185100703120074
           17203378         No MI                          '100015904000644736
           17203376         No MI                          '100146900009025598
           17203370         No MI                          '100133700020694322
           17203248         No MI                          '100015700062923392
           17203341         No MI                          '100015700077083208
           17203334         No MI                          '100133700018719842
           17203395         No MI                          '100015700079923443
           17203332         No MI                          '100133700019446916
           17203309         No MI                          '100190600007389039
           17203375         No MI                          '100093900000167467
           17203279         No MI                          '100057400003168731
           17203386         No MI                          '100306007030152338
           17203311         No MI                          '100059600091912639
           17203420         No MI                          '100133700020242973
           17203402         No MI                          '100133700020550565
           17203439         No MI                          '100133700020806868
           17203297         No MI                          '100039237596560509
           17203282         No MI                          '100137700000879568
           17203368         No MI                          '100015700078783715
           17203394         No MI                          '100015700079082760
           17203400         No MI                          '100133700020177179
           17203355         No MI                          '100133700020315811
           17203404         No MI                          '100133700019332595
           17203426         No MI                          '100133700019199168
           17203298         No MI                          '100059600073481629
           17203304         No MI                          '100015700078112717
           17203434         No MI                          '100133700020755743
           17171962         No MI                          '100161500702060031
           17171963         No MI                          '100208808000016174
           17171966         No MI                          '100424401491989469
           17171967         No MI                          '100444700000009826
           17171968         No MI                          '100015700078680622
           17171969         No MI                          '100236900000086913
           17171970         No MI                          '100015700078805831
           17171971         No MI                          '100115400070200698
           17171973         No MI                          '100229627070003002
           17171974         No MI                          '100473900010040308
           17171978         No MI                          '100280300000056682
           17171982         No MI                          '100245900000057335
           17171985         No MI                          '100115400070101896
           17171986         No MI                          '100291601495472459
           17171988         No MI                          '100063100083032557
           17171989         No MI                          '100140807036200001
           17171991         No MI                          '100057400003230176
           17171993         No MI                          '100072900000842320
           17171996         No MI                          '100027606101607951
           17171999         No MI                          '100146900009025085
           17171950         No MI                          '100165960672075201
           17171955         No MI                          '100138000010026618
           17171916         No MI                          '100015700069814677
           17171917         No MI                          '100133700018764020
           17171918         No MI                          '100015700072503655
           17171919         No MI                          '100015700079241036
           17171920         No MI                          '100133700019672792
           17171921         No MI                          '100015700072707108
           17171923         No MI                          '100113201473144919
           17171925         No MI                          '100039262452505935
           17171927         No MI                          '100197900001847666
           17171933         No MI                          '100424401486278621
           17171935         No MI                          '100120001000371964
           17171937         No MI                          '100113201487440121
           17171939         No MI                          '100254200000024957
           17171945         No MI                          '100230500010497401
           17171949         No MI                          '100140200060410037
           17175070         No MI                          '100133700020452085
           17175072         No MI                          '100133700020686815
           17175056         No MI                          '100047131170200238
           17175057         No MI                          '100047132270200029
           17175059         No MI                          '100015700079432650
           17175060         No MI                          '100015700079153546
           17175061         No MI                          '100133700019096000
           17175062         No MI                          '100015700077900831
           17175063         No MI                          '100133700019291551
           17175064         No MI                          '100133700020477819
           17175065         No MI                          '100133700020251727
           17175066         No MI                          '100015700079269094
           17175067         No MI                          '100133700020632231
           17175068         No MI                          '100133700020477439
           17175069         No MI                          '100133700020323450
           17175031         No MI                          '100053030011061000
           17175032         No MI                          '100253100000108019
           17175034         No MI                          '100032500070202576
           17175035         No MI                          '100039223564324987
           17175036         No MI                          '100076970000325242
           17175037         No MI                          '100326700940277320
           17175040         No MI                          '100039250545971966
           17175041         No MI                          '100027606082516148
           17175042         No MI                          '100055507030087957
           17175043         No MI                          '100197900001849282
           17175045         Republic MIC                   '100133700020403112
           17175046         No MI                          '100133700020145713
           17175047         No MI                          '100015700078624471
           17175050         No MI                          '100015700078369275
           17175051         No MI                          '100133700019250136
           17175052         No MI                          '100133700019706400
           17175053         No MI                          '100015700075381224
           17175024         No MI                          '100163177001491296
           17175025         No MI                          '100133700019384372
           17175026         No MI                          '100015700079418394
           17175027         No MI                          '100015700072503903
           17175028         No MI                          '100063300020072332
           17175029         No MI                          '100066607011014447
           17172120         No MI                          '100133700020386861
           17172121         No MI                          '100133700020444637
           17172122         No MI                          '100133700019943672
           17172123         No MI                          '100133700020435676
           17172124         No MI                          '100133700020662501
           17172128         No MI                          '100133700020478098
           17172129         No MI                          '100015700078969108
           17172131         No MI                          '100015700079153637
           17172134         No MI                          '100133700020633932
           17172135         No MI                          '100133700020456474
           17172137         No MI                          '100133700018424708
           17172138         No MI                          '100133700019882508
           17172139         No MI                          '100133700020722040
           17172100         No MI                          '100133700020650928
           17172101         No MI                          '100015700078364912
           17172102         No MI                          '100015700079282279
           17172103         No MI                          '100133700020053909
           17172105         No MI                          '100133700020541416
           17172106         No MI                          '100133700020477785
           17172107         No MI                          '100015700078226491
           17172108         No MI                          '100133700020544949
           17172109         No MI                          '100015700079250011
           17172110         No MI                          '100133700020591718
           17172111         No MI                          '100133700020402031
           17172113         No MI                          '100133700020560556
           17172115         No MI                          '100133700019936551
           17172116         No MI                          '100133700020622547
           17172117         No MI                          '100133700020455260
           17172119         No MI                          '100133700020243021
           17181161         No MI                          '100015700076821269
           17172090         No MI                          '100133700020494764
           17181162         No MI                          '100050500008677854
           17172091         No MI                          '100015700078661614
           17172092         No MI                          '100015700078552490
           17172093         No MI                          '100133700020463520
           17172094         No MI                          '100133700020386481
           17172095         No MI                          '100133700020479229
           17172097         No MI                          '100133700020242700
           17172098         No MI                          '100133700020494210
           17172099         No MI                          '100133700020243013
           17181150         No MI                          '100133700020686872
           17181151         No MI                          '100133700020784693
           17172080         No MI                          '100015700079153314
           17181152         No MI                          '100133700020451228
           17172081         No MI                          '100015700079153819
           17181153         No MI                          '100015700079239139
           17172082         No MI                          '100015700078579311
           17181154         No MI                          '100133700020706480
           17172083         No MI                          '100015700078752710
           17172085         No MI                          '100133700020214873
           17181158         Republic MIC                   '100015700079588378
           17172087         No MI                          '100133700019973125
           17181159         No MI                          '100133700020776772
           17172088         No MI                          '100015700078651243
           17172089         No MI                          '100015700078507312
           17172060         No MI                          '100071200000434140
           17181132         No MI                          '100047131361000165
           17181133         No MI                          '100072400305351960
           17172062         No MI                          '100133700018593882
           17181134         No MI                          '100133700017620959
           17172063         No MI                          '100133700019454191
           17181135         No MI                          '100015700078528177
           17181136         No MI                          '100133700019093726
           17172066         No MI                          '100015700079004749
           17181138         No MI                          '100015700079276909
           17172067         No MI                          '100133700014295516
           17172069         No MI                          '100015700078475825
           17181140         No MI                          '100133700020545896
           17172070         No MI                          '100015700079280463
           17172071         No MI                          '100133700019526667
           17181143         No MI                          '100133700020275809
           17172072         No MI                          '100015700078453665
           17181145         No MI                          '100133700020398841
           17181146         No MI                          '100133700020666759
           17172075         No MI                          '100133700020422526
           17181147         No MI                          '100015700079297749
           17172076         No MI                          '100133700020188408
           17181148         No MI                          '100133700020487578
           17172077         No MI                          '100133700020441120
           17172079         No MI                          '100015700078700834
           17181130         No MI                          '100047131261000398
           17181131         No MI                          '100047131170100081
           17181121         No MI                          '100133700020867027
           17172050         No MI                          '100133700018888399
           17181122         No MI                          '100133700020208339
           17181123         No MI                          '100015700079335366
           17172052         No MI                          '100133700019943144
           17181124         No MI                          '100015700078495880
           17181125         No MI                          '100015700078749112
           17172054         No MI                          '100015700079130239
           17181126         No MI                          '100027606050504944
           17172056         No MI                          '100098900070215647
           17172059         No MI                          '100073800000560261
           17172047         No MI                          '100133700019807265
           17181119         No MI                          '100015700077192405
           17172021         No MI                          '100015700077364442
           17172024         No MI                          '100133700020361740
           17172025         No MI                          '100133700018350663
           17172026         No MI                          '100015700077007868
           17172027         No MI                          '100133700020256924
           17172028         No MI                          '100133700019670259
           17172029         No MI                          '100133700019957193
           17181100         No MI                          '100039226903683609
           17181101         No MI                          '100331400002210698
           17172030         No MI                          '100015700079272742
           17181102         No MI                          '100070417070221006
           17172031         No MI                          '100133700019897951
           17172032         No MI                          '100133700019198608
           17181104         No MI                          '100039279342191411
           17181105         No MI                          '100133700020382407
           17172034         No MI                          '100133700017500649
           17181106         No MI                          '100133700019203564
           17172035         No MI                          '100015700076798376
           17181107         No MI                          '100133700019025058
           17181108         No MI                          '100133700019624298
           17172037         No MI                          '100133700018160302
           17181109         No MI                          '100133700020030865
           17172038         No MI                          '100133700018672199
           17181110         No MI                          '100015700077904049
           17181111         No MI                          '100133700016968656
           17172040         No MI                          '100133700020412105
           17181112         No MI                          '100133700019124224
           17181113         No MI                          '100133700019430993
           17172042         No MI                          '100015700079059859
           17181114         No MI                          '100015700077487946
           17172043         No MI                          '100015700079204760
           17181115         No MI                          '100133700018350556
           17181116         No MI                          '100133700019876559
           17172045         No MI                          '100133700018952278
           17172046         No MI                          '100133700019250441
           17172017         No MI                          '100133700018975964
           17172018         No MI                          '100133700020408970
           17172019         No MI                          '100133700019924169
           17172000         No MI                          '100073800000555980
           17172006         No MI                          '100015700074313699
           17172007         No MI                          '100133700020745934
           17172009         No MI                          '100133700019347023
           17172011         No MI                          '100133700018792732
           17172013         No MI                          '100015700075713129
           17172015         No MI                          '100133700019805228
           17172016         No MI                          '100133700019721102
           17181088         No MI                          '100059600089804681
           17181090         No MI                          '100161407000119396
           17181092         No MI                          '100079801210800228
           17181093         No MI                          '100015700078530819
           17181094         No MI                          '100057400003229913
           17181095         No MI                          '100157300000075971
           17181096         No MI                          '100417910000002266
           17181097         No MI                          '100039260827891519
           17181099         No MI                          '100053607030056853
           17181082         No MI                          '100133700018920572
           17181083         No MI                          '100463907030034023
           17181084         No MI                          '100104500000126377
           17181085         No MI                          '100166500004771595
           17172140         No MI                          '100133700020634377
           17172141         No MI                          '100133700020722487
           17172142         No MI                          '100015700079027195
           17175038         No MI                          '100140807053300007
           17175039         No MI                          '100072400905101112
           17175044         No MI                          '100133700018697089
           17175073         No MI                          '100133700019695413
           17181098         No MI                          '100072400905100809
           17181103         No MI                          '100146900009019674
           17181118         No MI                          '100015700078149065
           17181128         No MI                          '100071000100464611
           17181129         No MI                          '100072400305349428
           17181137         No MI                          '100133700020467901
           17181139         No MI                          '100015700079028169
           17181144         No MI                          '100133700020577717
           17181149         No MI                          '100133700020718592
           17181155         No MI                          '100015700073655868
           17181156         No MI                          '100133700020852524
           17181157         No MI                          '100133700020699818
           17181160         No MI                          '100133700020609148
           17171928         No MI                          '100109500400060114
           17171929         No MI                          '100082600000895975
           17171930         No MI                          '100283900000106424
           17171931         No MI                          '100063300020065732
           17171932         No MI                          '100207600000008173
           17171934         No MI                          '100085600024877006
           17171936         No MI                          '100059600091323662
           17171938         No MI                          '100015700077776223
           17171940         No MI                          '100470900000010553
           17171941         No MI                          '100039218573255131
           17171942         No MI                          '100463907020032789
           17171943         No MI                          '100059600092008668
           17171944         No MI                          '100071907010126264
           17171947         No MI                          '100059600091997614
           17171948         No MI                          '100256014000694240
           17171953         No MI                          '100071000100458787
           17171954         No MI                          '100082600001025564
           17171956         No MI                          '100059600090918694
           17171958         No MI                          '100146872149053352
           17171959         No MI                          '100137700000507516
           17171961         No MI                          '100134911100448609
           17171964         No MI                          '100115400070201621
           17171975         No MI                          '100059600093704612
           17171976         No MI                          '100039266985122365
           17171977         No MI                          '100039231922494756
           17171981         No MI                          '100070410702150016
           17171984         No MI                          '100146900008112298
           17171994         No MI                          '100067301000298505
           17171997         No MI                          '100019980310000013
           17172003         No MI                          '100047131170100313
           17172058         No MI                          '100015901033261538
           17175030         No MI                          '100059600093692650
           17175033         No MI                          '100509420070220011
           17175055         No MI                          '100183300000372004
           17181087         No MI                          '100164200000123808
           17181089         No MI                          '100062500080819784
           17181091         No MI                          '100053030011123610
           17181127         No MI                          '100285700000229459
           17172118         No MI                          '100133700020560937
           17181142         No MI                          '100133700020647627

           LOAN_SEQ                   MARGIN                            NEXT_RATE_ADJ_DATE1
           17020574                   2.250                                   20120201
           17020737                   2.250                                   20120201
           17020575                   2.250                                   20120201
           17020498                   2.250                                   20120101
           17020499                   2.250                                   20120201
           17020820                   2.250                                   20120201
           17020821                   2.250                                   20120201
           17020660                   2.250                                   20120201
           17020822                   2.250                                   20120201
           17020661                   2.250                                   20120101
           17020823                   2.250                                   20120201
           17020662                   2.250                                   20120201
           17020824                   2.250                                   20120201
           17020663                   2.250                                   20120101
           17020825                   2.250                                   20120101
           17020664                   2.250                                   20120201
           17020826                   2.250                                   20120201
           17020665                   2.250                                   20120201
           17020827                   2.250                                   20120201
           17020828                   2.250                                   20120201
           17020667                   2.250                                   20120101
           17020829                   2.250                                   20120201
           17020668                   2.250                                   20120101
           17020669                   2.250                                   20120101
           17020830                   2.250                                   20120201
           17020831                   2.250                                   20120201
           17020670                   2.250                                   20120101
           17020832                   2.250                                   20120201
           17020833                   2.250                                   20120201
           17020671                   2.250                                   20120201
           17020834                   2.250                                   20120201
           17020672                   2.250                                   20120201
           17020835                   2.250                                   20120201
           17020673                   2.250                                   20120101
           17020836                   2.750                                   20120101
           17020674                   2.250                                   20120101
           17020837                   2.250                                   20120201
           17020675                   2.250                                   20120201
           17020838                   2.250                                   20120201
           17020676                   2.250                                   20120201
           17020839                   2.250                                   20120201
           17020677                   2.750                                   20120101
           17020678                   2.750                                   20120101
           17020679                   2.750                                   20120101
           17020840                   2.250                                   20120201
           17020841                   2.250                                   20120201
           17020842                   2.250                                   20120201
           17020680                   2.750                                   20120101
           17020843                   2.250                                   20120201
           17020681                   2.250                                   20120101
           17020844                   2.250                                   20120201
           17020682                   2.250                                   20120101
           17020845                   2.250                                   20120201
           17020683                   2.250                                   20120201
           17020846                   2.250                                   20120201
           17020684                   2.250                                   20120201
           17020685                   2.250                                   20120101
           17020848                   2.250                                   20120201
           17020686                   2.250                                   20120201
           17020849                   2.250                                   20120201
           17020687                   2.250                                   20120201
           17020688                   2.250                                   20120101
           17020689                   2.250                                   20120201
           17020850                   2.250                                   20120201
           17020657                   2.250                                   20120101
           17020495                   2.250                                   20120101
           17020819                   2.250                                   20120201
           17020658                   2.250                                   20120101
           17020496                   2.250                                   20120201
           17020659                   2.250                                   20120201
           17020497                   2.250                                   20120101
           17020492                   2.250                                   20120101
           17020816                   2.250                                   20120201
           17020655                   2.250                                   20120101
           17020493                   2.250                                   20120101
           17020817                   2.250                                   20120201
           17020656                   2.250                                   20120101
           17020494                   2.250                                   20120101
           17020812                   2.250                                   20120101
           17020651                   2.250                                   20120201
           17020813                   2.250                                   20120201
           17020814                   2.250                                   20120201
           17020652                   2.250                                   20120201
           17020490                   2.250                                   20120101
           17020491                   2.250                                   20120101
           17020815                   2.250                                   20120201
           17020654                   2.250                                   20120101
           17020500                   2.250                                   20120201
           17020501                   2.250                                   20120101
           17020502                   2.250                                   20120101
           17020503                   2.250                                   20120101
           17020504                   2.250                                   20120101
           17020505                   2.250                                   20120101
           17020506                   2.250                                   20120101
           17020507                   2.250                                   20120101
           17020508                   2.250                                   20120201
           17020509                   2.250                                   20120101
           17020510                   2.250                                   20120101
           17020511                   2.250                                   20120101
           17020512                   2.250                                   20120101
           17020513                   2.250                                   20120101
           17020514                   2.250                                   20120101
           17020515                   2.250                                   20120201
           17020516                   2.250                                   20120101
           17020517                   2.250                                   20120201
           17020518                   2.250                                   20120101
           17020519                   2.250                                   20120101
           17020520                   2.250                                   20120101
           17020521                   2.250                                   20120101
           17020522                   2.250                                   20120101
           17020523                   2.250                                   20120101
           17020524                   2.250                                   20120101
           17020525                   2.250                                   20120201
           17020526                   2.250                                   20120201
           17020527                   2.250                                   20120101
           17020528                   2.250                                   20120201
           17020529                   2.250                                   20120101
           17020530                   2.250                                   20120201
           17020531                   2.250                                   20120101
           17020532                   2.250                                   20120101
           17020533                   2.250                                   20120101
           17020534                   2.250                                   20120201
           17020535                   2.250                                   20120101
           17020536                   2.250                                   20120101
           17020537                   2.250                                   20120201
           17020538                   2.250                                   20120101
           17020539                   2.250                                   20120101
           17020700                   2.250                                   20120201
           17020701                   2.250                                   20120201
           17020702                   2.250                                   20120201
           17020540                   2.250                                   20120201
           17020703                   2.250                                   20120201
           17020541                   2.250                                   20120201
           17020704                   2.250                                   20120201
           17020542                   2.250                                   20120201
           17020705                   2.250                                   20120101
           17020543                   2.250                                   20120101
           17020706                   2.250                                   20120101
           17020544                   2.250                                   20120101
           17020707                   2.250                                   20120201
           17020545                   2.250                                   20120101
           17020708                   2.250                                   20120201
           17020546                   2.250                                   20120201
           17020547                   2.250                                   20120101
           17020385                   2.250                                   20120201
           17020548                   2.250                                   20120101
           17020386                   2.250                                   20120201
           17020549                   2.250                                   20120101
           17020387                   2.250                                   20120101
           17020388                   2.250                                   20120201
           17020389                   2.250                                   20120101
           17020710                   2.750                                   20111101
           17020711                   2.250                                   20120201
           17020550                   2.250                                   20120101
           17020712                   2.250                                   20120201
           17020551                   2.250                                   20120101
           17020713                   2.250                                   20111101
           17020714                   2.250                                   20120201
           17020552                   2.250                                   20120101
           17020715                   2.250                                   20111101
           17020553                   2.250                                   20120101
           17020391                   2.250                                   20120101
           17020392                   2.250                                   20120101
           17020554                   2.250                                   20120201
           17020716                   2.250                                   20120201
           17020717                   2.250                                   20111101
           17020555                   2.250                                   20120101
           17020393                   2.250                                   20120201
           17020718                   2.250                                   20120201
           17020556                   2.250                                   20120101
           17020394                   2.250                                   20120101
           17020395                   2.250                                   20111101
           17020557                   2.250                                   20120101
           17020719                   2.250                                   20111101
           17020558                   2.250                                   20120201
           17020397                   2.250                                   20111101
           17020559                   2.250                                   20120101
           17020398                   2.250                                   20111101
           17020399                   2.250                                   20120201
           17020720                   2.250                                   20120201
           17020721                   2.250                                   20120201
           17020722                   2.250                                   20120201
           17020560                   2.250                                   20120201
           17020723                   2.250                                   20120201
           17020561                   2.250                                   20120201
           17020724                   2.250                                   20120201
           17020562                   2.250                                   20120101
           17020725                   2.250                                   20120101
           17020563                   2.250                                   20120101
           17020726                   2.250                                   20120201
           17020564                   2.250                                   20120201
           17020727                   2.250                                   20120201
           17020565                   2.250                                   20120201
           17020728                   2.250                                   20120201
           17020566                   2.250                                   20120201
           17020729                   2.250                                   20120101
           17020567                   2.250                                   20120101
           17020568                   2.250                                   20120101
           17020569                   2.250                                   20120101
           17020730                   2.250                                   20120201
           17020731                   2.250                                   20120201
           17020732                   2.250                                   20120201
           17020570                   2.250                                   20120201
           17020733                   2.250                                   20120101
           17020571                   2.250                                   20120101
           17020734                   2.250                                   20111201
           17020572                   2.250                                   20120101
           17020735                   2.250                                   20120201
           17020573                   2.250                                   20120201
           17020736                   2.250                                   20120201
           17020487                   2.250                                   20120101
           17020488                   2.250                                   20120101
           17020489                   2.250                                   20120101
           17020810                   2.250                                   20120101
           17020811                   2.250                                   20120201
           17020650                   2.250                                   20120201
           17020791                   2.250                                   20120201
           17020792                   2.250                                   20120201
           17020793                   2.250                                   20120201
           17020794                   2.250                                   20120201
           17020795                   2.250                                   20120201
           17020796                   2.250                                   20120201
           17020797                   2.250                                   20120101
           17020798                   2.250                                   20120201
           17020799                   2.250                                   20120201
           17020790                   2.250                                   20120201
           17020646                   2.250                                   20120201
           17020484                   2.250                                   20120101
           17020808                   2.250                                   20120201
           17020647                   2.250                                   20120101
           17020485                   2.250                                   20120101
           17020809                   2.250                                   20120201
           17020648                   2.250                                   20120101
           17020486                   2.250                                   20120101
           17020649                   2.250                                   20120101
           17020781                   2.250                                   20120201
           17020782                   2.250                                   20120201
           17020783                   2.250                                   20120201
           17020784                   2.250                                   20120201
           17020785                   2.250                                   20120201
           17020786                   2.250                                   20120201
           17020787                   2.250                                   20120201
           17020788                   2.250                                   20120101
           17020789                   2.250                                   20120201
           17020612                   2.250                                   20120101
           17020450                   2.250                                   20120101
           17020613                   2.250                                   20120101
           17020451                   2.250                                   20120101
           17020614                   2.250                                   20120101
           17020452                   2.250                                   20120101
           17020615                   2.250                                   20120201
           17020453                   2.250                                   20120101
           17020616                   2.250                                   20120101
           17020454                   2.250                                   20120101
           17020617                   2.250                                   20120201
           17020455                   2.250                                   20120101
           17020456                   2.250                                   20120101
           17020618                   2.875                                   20120101
           17020619                   2.250                                   20120101
           17020457                   2.250                                   20120101
           17020458                   2.250                                   20120201
           17020459                   2.250                                   20120101
           17020620                   2.250                                   20120101
           17020621                   2.250                                   20120101
           17020622                   2.250                                   20120101
           17020460                   2.250                                   20120101
           17020623                   2.250                                   20120201
           17020461                   2.250                                   20120101
           17020624                   2.250                                   20120201
           17020462                   2.250                                   20120101
           17020625                   2.250                                   20120101
           17020463                   2.250                                   20120101
           17020626                   2.250                                   20120201
           17020464                   2.250                                   20120101
           17020627                   2.250                                   20120101
           17020465                   2.250                                   20120101
           17020628                   2.250                                   20120101
           17020466                   2.250                                   20120101
           17020629                   2.250                                   20111101
           17020467                   2.250                                   20120201
           17020468                   2.250                                   20120101
           17020469                   2.250                                   20120101
           17020630                   2.250                                   20120101
           17020631                   2.250                                   20120101
           17020632                   2.250                                   20120101
           17020470                   2.250                                   20120101
           17020633                   2.250                                   20120201
           17020471                   2.250                                   20120101
           17020634                   2.250                                   20120201
           17020472                   2.250                                   20120101
           17020635                   2.250                                   20120201
           17020473                   2.250                                   20120101
           17020636                   2.250                                   20120201
           17020474                   2.250                                   20120101
           17020637                   2.250                                   20120201
           17020475                   2.250                                   20120101
           17020638                   2.250                                   20120101
           17020476                   2.250                                   20120201
           17020477                   2.250                                   20120101
           17020478                   2.250                                   20120101
           17020479                   2.250                                   20120101
           17020800                   2.250                                   20120101
           17020801                   2.250                                   20120101
           17020640                   2.250                                   20120201
           17020802                   2.250                                   20120101
           17020641                   2.250                                   20120101
           17020803                   2.250                                   20120201
           17020642                   2.250                                   20120201
           17020480                   2.250                                   20120201
           17020804                   2.250                                   20120201
           17020643                   2.250                                   20120101
           17020481                   2.250                                   20120101
           17020805                   2.250                                   20120101
           17020644                   2.250                                   20120201
           17020482                   2.250                                   20120101
           17020806                   2.250                                   20120201
           17020645                   2.250                                   20120101
           17020483                   2.250                                   20120101
           17020807                   2.250                                   20120201
           17020436                   2.250                                   20111201
           17020437                   2.250                                   20120101
           17020438                   2.250                                   20120101
           17020439                   2.250                                   20120101
           17020600                   2.250                                   20120101
           17020601                   2.250                                   20120201
           17020602                   2.250                                   20120201
           17020440                   2.875                                   20111201
           17020603                   2.250                                   20120101
           17020441                   2.250                                   20120201
           17020604                   2.250                                   20120201
           17020442                   2.250                                   20120101
           17020605                   2.250                                   20120201
           17020606                   2.250                                   20120101
           17020444                   2.250                                   20120101
           17020607                   2.250                                   20120101
           17020445                   2.750                                   20120101
           17020608                   2.250                                   20120101
           17020446                   2.250                                   20120101
           17020609                   2.250                                   20120101
           17020447                   2.250                                   20120101
           17020448                   2.250                                   20120101
           17020449                   2.250                                   20111201
           17020610                   2.250                                   20120201
           17020611                   2.250                                   20120101
           17020771                   2.250                                   20120201
           17020772                   2.250                                   20120201
           17020773                   2.250                                   20120201
           17020774                   2.250                                   20120201
           17020775                   2.250                                   20120201
           17020777                   2.250                                   20120201
           17020778                   2.250                                   20120201
           17020779                   2.250                                   20120201
           17020780                   2.250                                   20120201
           17020400                   2.250                                   20111201
           17020401                   2.250                                   20111201
           17020402                   2.250                                   20120201
           17020403                   2.250                                   20120101
           17020404                   2.250                                   20111201
           17020405                   2.250                                   20120201
           17020406                   2.250                                   20120301
           17020407                   2.250                                   20120201
           17020408                   2.250                                   20120201
           17020409                   2.250                                   20120201
           17020410                   2.250                                   20120201
           17020411                   2.250                                   20120101
           17020412                   2.250                                   20120201
           17020413                   2.250                                   20120201
           17020415                   2.250                                   20120101
           17020416                   2.250                                   20120101
           17020417                   2.250                                   20120201
           17020418                   2.250                                   20120201
           17020419                   2.250                                   20120201
           17020420                   2.250                                   20120201
           17020421                   2.250                                   20120201
           17020422                   2.250                                   20120201
           17020423                   2.250                                   20111101
           17020424                   2.250                                   20111201
           17020425                   2.250                                   20111201
           17020427                   2.250                                   20120101
           17020428                   2.250                                   20120101
           17020429                   2.250                                   20111201
           17020430                   2.250                                   20120101
           17020431                   2.250                                   20120101
           17020432                   2.250                                   20120101
           17020433                   2.250                                   20111201
           17020434                   2.250                                   20120101
           17020761                   2.250                                   20120201
           17020762                   2.250                                   20120201
           17020763                   2.250                                   20120201
           17020764                   2.250                                   20120201
           17020765                   2.250                                   20120101
           17020766                   2.250                                   20120101
           17020767                   2.250                                   20120201
           17020768                   2.250                                   20120201
           17020769                   2.250                                   20120201
           17020770                   2.250                                   20120101
           17020851                   2.250                                   20120201
           17020852                   2.250                                   20120201
           17020690                   2.250                                   20120101
           17020853                   2.250                                   20120201
           17020691                   2.250                                   20120101
           17020854                   2.250                                   20120201
           17020692                   2.250                                   20120201
           17020855                   2.250                                   20120201
           17020693                   2.250                                   20120201
           17020856                   2.250                                   20120201
           17020694                   2.250                                   20120101
           17020857                   2.250                                   20120201
           17020695                   2.250                                   20120101
           17020858                   2.250                                   20120201
           17020696                   2.250                                   20120201
           17020859                   2.250                                   20120201
           17020697                   2.250                                   20120201
           17020698                   2.250                                   20120201
           17020699                   2.250                                   20120201
           17020860                   2.250                                   20120201
           17020861                   2.250                                   20120201
           17020862                   2.250                                   20120201
           17020740                   2.250                                   20120201
           17020741                   2.250                                   20120201
           17020742                   2.250                                   20120201
           17020580                   2.250                                   20120101
           17020743                   2.250                                   20120201
           17020581                   2.250                                   20120101
           17020744                   2.250                                   20120201
           17020582                   2.250                                   20120201
           17020745                   2.250                                   20120301
           17020583                   2.250                                   20120201
           17020746                   2.250                                   20120201
           17020584                   2.250                                   20120101
           17020747                   2.250                                   20120201
           17020585                   2.250                                   20120101
           17020748                   2.250                                   20120201
           17020586                   2.250                                   20120201
           17020749                   2.250                                   20120201
           17020587                   2.250                                   20120201
           17020588                   2.250                                   20120101
           17020589                   2.250                                   20120201
           17020750                   2.250                                   20120201
           17020751                   2.250                                   20120201
           17020590                   2.250                                   20120101
           17020752                   2.250                                   20120101
           17020591                   2.250                                   20120101
           17020753                   2.250                                   20120101
           17020592                   2.250                                   20120101
           17020754                   2.250                                   20120201
           17020593                   2.250                                   20120101
           17020755                   2.250                                   20120201
           17020594                   2.250                                   20120201
           17020756                   2.250                                   20120201
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           17020596                   2.250                                   20120101
           17020758                   2.250                                   20120201
           17020597                   2.250                                   20120101
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           17020598                   2.250                                   20120101
           17020599                   2.250                                   20120201
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           17020738                   2.250                                   20120101
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           17020739                   2.250                                   20120201
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           17120391                   2.250                                   20140301
           17120392                   2.250                                   20140301
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           17120332                   2.250                                   20140201
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           17120337                   2.250                                   20140301
           17120338                   2.250                                   20140201
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           17120341                   2.250                                   20140301
           17120342                   2.250                                   20140201
           17120343                   2.250                                   20140301
           17120344                   2.250                                   20140201
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           17120328                   2.250                                   20140101
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           17149241                   2.250                                   20140301
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           17149247                   2.250                                   20140401
           17149248                   2.250                                   20140401
           17149249                   2.250                                   20140401
           17149250                   2.250                                   20140401
           17149251                   2.250                                   20140401
           17149252                   2.250                                   20140401
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           17129136                   2.250                                   20140401
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           17149082                   2.250                                   20140301
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           17149089                   2.250                                   20140301
           17149090                   2.250                                   20140301
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           17149097                   2.250                                   20140301
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           17203291                   2.250                                   20120301
           17203289                   2.250                                   20120301
           17203372                   2.250                                   20120401
           17203296                   2.250                                   20120401
           17203254                   2.250                                   20111201
           17203444                   2.250                                   20120401
           17203365                   2.250                                   20120401
           17203259                   2.250                                   20120201
           17203366                   2.250                                   20120401
           17203353                   2.250                                   20120401
           17203285                   2.250                                   20120401
           17203352                   2.250                                   20120301
           17203306                   2.250                                   20120401
           17203414                   2.250                                   20120401
           17203393                   2.250                                   20120401
           17203382                   2.250                                   20120401
           17203302                   2.250                                   20120301
           17203356                   2.250                                   20120401
           17203387                   2.250                                   20120401
           17203377                   2.250                                   20120401
           17203308                   2.750                                   20120301
           17203276                   2.250                                   20120301
           17203288                   2.250                                   20120401
           17203378                   2.250                                   20120401
           17203376                   2.250                                   20120401
           17203370                   2.250                                   20120401
           17203248                   2.250                                   20120101
           17203341                   2.250                                   20120201
           17203334                   2.250                                   20120301
           17203395                   2.250                                   20120401
           17203332                   2.250                                   20120401
           17203309                   2.250                                   20120201
           17203375                   2.250                                   20120401
           17203279                   2.250                                   20120401
           17203386                   2.250                                   20120401
           17203311                   2.250                                   20120401
           17203420                   2.250                                   20120401
           17203402                   2.250                                   20120401
           17203439                   2.250                                   20120401
           17203297                   2.250                                   20120301
           17203282                   2.250                                   20120301
           17203368                   2.250                                   20120401
           17203394                   2.250                                   20120401
           17203400                   2.250                                   20120401
           17203355                   2.250                                   20120401
           17203404                   2.250                                   20120401
           17203426                   2.250                                   20120401
           17203298                   2.250                                   20120301
           17203304                   2.250                                   20120401
           17203434                   2.250                                   20120401
           17171962                   2.250                                   20120401
           17171963                   2.250                                   20120401
           17171966                   2.250                                   20120401
           17171967                   2.250                                   20120401
           17171968                   2.250                                   20120401
           17171969                   2.250                                   20120401
           17171970                   2.250                                   20120401
           17171971                   2.250                                   20120401
           17171973                   2.250                                   20120401
           17171974                   2.250                                   20120401
           17171978                   2.250                                   20120401
           17171982                   2.250                                   20120401
           17171985                   2.250                                   20120401
           17171986                   2.250                                   20120401
           17171988                   2.250                                   20120401
           17171989                   2.250                                   20120401
           17171991                   2.250                                   20120401
           17171993                   2.250                                   20120401
           17171996                   2.250                                   20120401
           17171999                   2.250                                   20120401
           17171950                   2.250                                   20120301
           17171955                   2.250                                   20120301
           17171916                   2.250                                   20120301
           17171917                   2.250                                   20120401
           17171918                   2.250                                   20120401
           17171919                   2.250                                   20120401
           17171920                   2.250                                   20120401
           17171921                   2.250                                   20120401
           17171923                   2.250                                   20120401
           17171925                   2.250                                   20120201
           17171927                   2.250                                   20120401
           17171933                   2.250                                   20120301
           17171935                   2.250                                   20120401
           17171937                   2.250                                   20120401
           17171939                   2.250                                   20120401
           17171945                   2.250                                   20120401
           17171949                   2.250                                   20120401
           17175070                   2.250                                   20120401
           17175072                   2.250                                   20120401
           17175056                   2.250                                   20120401
           17175057                   2.250                                   20120401
           17175059                   2.250                                   20120401
           17175060                   2.250                                   20120401
           17175061                   2.250                                   20120401
           17175062                   2.250                                   20120401
           17175063                   2.250                                   20120401
           17175064                   2.250                                   20120401
           17175065                   2.250                                   20120401
           17175066                   2.250                                   20120401
           17175067                   2.250                                   20120401
           17175068                   2.250                                   20120401
           17175069                   2.250                                   20120401
           17175031                   2.250                                   20120301
           17175032                   2.250                                   20120401
           17175034                   2.250                                   20120401
           17175035                   2.250                                   20120401
           17175036                   2.250                                   20120401
           17175037                   2.250                                   20120401
           17175040                   2.250                                   20120401
           17175041                   2.250                                   20120401
           17175042                   2.250                                   20120401
           17175043                   2.250                                   20120401
           17175045                   2.250                                   20120401
           17175046                   2.250                                   20120401
           17175047                   2.250                                   20120401
           17175050                   2.250                                   20120401
           17175051                   2.250                                   20120401
           17175052                   2.250                                   20120401
           17175053                   2.250                                   20120401
           17175024                   3.250                                   20111001
           17175025                   2.250                                   20120401
           17175026                   2.250                                   20120401
           17175027                   2.250                                   20120401
           17175028                   2.250                                   20120201
           17175029                   2.250                                   20120401
           17172120                   2.250                                   20120401
           17172121                   2.250                                   20120401
           17172122                   2.250                                   20120401
           17172123                   2.250                                   20120401
           17172124                   2.250                                   20120401
           17172128                   2.250                                   20120401
           17172129                   2.250                                   20120401
           17172131                   2.250                                   20120401
           17172134                   2.250                                   20120401
           17172135                   2.250                                   20120401
           17172137                   2.250                                   20120401
           17172138                   2.250                                   20120401
           17172139                   2.250                                   20120401
           17172100                   2.250                                   20120401
           17172101                   2.250                                   20120401
           17172102                   2.250                                   20120401
           17172103                   2.250                                   20120401
           17172105                   2.250                                   20120401
           17172106                   2.250                                   20120401
           17172107                   2.250                                   20120401
           17172108                   2.250                                   20120401
           17172109                   2.250                                   20120401
           17172110                   2.250                                   20120401
           17172111                   2.250                                   20120401
           17172113                   2.250                                   20120401
           17172115                   2.250                                   20120401
           17172116                   2.250                                   20120401
           17172117                   2.250                                   20120401
           17172119                   2.250                                   20120401
           17181161                   2.250                                   20120401
           17172090                   2.250                                   20120401
           17181162                   2.250                                   20120301
           17172091                   2.250                                   20120401
           17172092                   2.250                                   20120401
           17172093                   2.250                                   20120401
           17172094                   2.250                                   20120401
           17172095                   2.250                                   20120401
           17172097                   2.250                                   20120401
           17172098                   2.250                                   20120401
           17172099                   2.250                                   20120401
           17181150                   2.250                                   20120401
           17181151                   2.250                                   20120401
           17172080                   2.250                                   20120401
           17181152                   2.250                                   20120401
           17172081                   2.250                                   20120401
           17181153                   2.250                                   20120401
           17172082                   2.250                                   20120401
           17181154                   2.250                                   20120401
           17172083                   2.250                                   20120401
           17172085                   2.250                                   20120401
           17181158                   2.250                                   20120401
           17172087                   2.250                                   20120401
           17181159                   2.250                                   20120401
           17172088                   2.250                                   20120401
           17172089                   2.250                                   20120401
           17172060                   2.250                                   20120401
           17181132                   2.250                                   20120401
           17181133                   2.250                                   20120401
           17172062                   2.250                                   20120401
           17181134                   2.250                                   20120401
           17172063                   2.250                                   20120401
           17181135                   2.250                                   20120401
           17181136                   2.250                                   20120401
           17172066                   2.250                                   20120401
           17181138                   2.250                                   20120401
           17172067                   2.250                                   20120401
           17172069                   2.250                                   20120401
           17181140                   2.250                                   20120401
           17172070                   2.250                                   20120401
           17172071                   2.250                                   20120401
           17181143                   2.250                                   20120401
           17172072                   2.250                                   20120401
           17181145                   2.250                                   20120401
           17181146                   2.250                                   20120401
           17172075                   2.250                                   20120401
           17181147                   2.250                                   20120401
           17172076                   2.250                                   20120401
           17181148                   2.250                                   20120401
           17172077                   2.250                                   20120401
           17172079                   2.250                                   20120401
           17181130                   2.250                                   20120401
           17181131                   2.250                                   20120401
           17181121                   2.250                                   20120401
           17172050                   2.250                                   20120401
           17181122                   2.250                                   20120401
           17181123                   2.250                                   20120401
           17172052                   2.250                                   20120401
           17181124                   2.250                                   20120401
           17181125                   2.250                                   20120401
           17172054                   2.250                                   20120401
           17181126                   2.250                                   20120401
           17172056                   2.250                                   20120401
           17172059                   2.250                                   20120401
           17172047                   2.250                                   20120401
           17181119                   2.250                                   20120401
           17172021                   2.250                                   20120401
           17172024                   2.250                                   20120401
           17172025                   2.250                                   20120401
           17172026                   2.250                                   20120401
           17172027                   2.250                                   20120401
           17172028                   2.250                                   20120301
           17172029                   2.250                                   20120401
           17181100                   2.250                                   20120401
           17181101                   2.250                                   20120401
           17172030                   2.250                                   20120401
           17181102                   2.250                                   20120401
           17172031                   2.250                                   20120401
           17172032                   2.250                                   20120401
           17181104                   2.250                                   20120401
           17181105                   2.250                                   20120401
           17172034                   2.250                                   20120401
           17181106                   2.250                                   20120401
           17172035                   2.250                                   20120401
           17181107                   2.250                                   20120401
           17181108                   2.250                                   20120401
           17172037                   2.250                                   20120401
           17181109                   2.250                                   20120401
           17172038                   2.250                                   20120401
           17181110                   2.250                                   20120401
           17181111                   2.250                                   20120401
           17172040                   2.250                                   20120401
           17181112                   2.250                                   20120401
           17181113                   2.250                                   20120401
           17172042                   2.250                                   20120401
           17181114                   2.250                                   20120401
           17172043                   2.250                                   20120401
           17181115                   2.250                                   20120401
           17181116                   2.250                                   20120401
           17172045                   2.250                                   20120401
           17172046                   2.250                                   20120401
           17172017                   2.250                                   20120401
           17172018                   2.250                                   20120401
           17172019                   2.250                                   20120401
           17172000                   3.250                                   20120301
           17172006                   2.250                                   20120401
           17172007                   2.250                                   20120401
           17172009                   2.250                                   20120401
           17172011                   2.250                                   20120401
           17172013                   2.250                                   20120401
           17172015                   2.250                                   20120401
           17172016                   2.250                                   20120401
           17181088                   2.250                                   20120401
           17181090                   2.250                                   20120401
           17181092                   2.250                                   20120401
           17181093                   2.250                                   20120401
           17181094                   2.250                                   20120401
           17181095                   2.250                                   20120401
           17181096                   2.250                                   20120401
           17181097                   2.250                                   20120401
           17181099                   2.250                                   20120401
           17181082                   2.250                                   20120401
           17181083                   2.250                                   20120401
           17181084                   2.250                                   20120401
           17181085                   2.250                                   20120401
           17172140                   2.250                                   20120401
           17172141                   2.250                                   20120401
           17172142                   2.250                                   20120401
           17175038                   2.250                                   20120401
           17175039                   2.250                                   20120301
           17175044                   2.250                                   20120401
           17175073                   2.250                                   20120401
           17181098                   2.250                                   20120301
           17181103                   2.250                                   20120401
           17181118                   2.250                                   20120401
           17181128                   2.250                                   20120401
           17181129                   2.250                                   20120401
           17181137                   2.250                                   20120401
           17181139                   2.250                                   20120401
           17181144                   2.250                                   20120401
           17181149                   2.250                                   20120401
           17181155                   2.250                                   20120401
           17181156                   2.250                                   20120401
           17181157                   2.250                                   20120401
           17181160                   2.250                                   20120401
           17171928                   2.250                                   20120301
           17171929                   2.250                                   20120301
           17171930                   2.250                                   20120301
           17171931                   2.250                                   20120301
           17171932                   2.250                                   20120301
           17171934                   2.250                                   20120301
           17171936                   2.250                                   20120301
           17171938                   2.250                                   20120301
           17171940                   2.250                                   20120301
           17171941                   2.250                                   20120301
           17171942                   2.250                                   20120301
           17171943                   2.250                                   20120301
           17171944                   2.250                                   20120301
           17171947                   2.250                                   20120301
           17171948                   2.250                                   20120301
           17171953                   2.250                                   20120301
           17171954                   2.250                                   20120301
           17171956                   2.250                                   20120301
           17171958                   2.250                                   20120301
           17171959                   2.250                                   20120301
           17171961                   2.250                                   20120301
           17171964                   2.250                                   20120301
           17171975                   2.250                                   20120301
           17171976                   2.250                                   20120301
           17171977                   2.250                                   20120301
           17171981                   2.250                                   20120301
           17171984                   2.250                                   20120301
           17171994                   2.250                                   20120301
           17171997                   2.250                                   20120301
           17172003                   2.250                                   20120301
           17172058                   2.250                                   20120301
           17175030                   2.250                                   20120301
           17175033                   2.250                                   20120301
           17175055                   2.250                                   20120301
           17181087                   2.250                                   20120301
           17181089                   2.250                                   20120301
           17181091                   2.250                                   20120301
           17181127                   2.250                                   20120301
           17172118                   2.250                                   20120401
           17181142                   2.250                                   20120401

           LOAN_SEQ                              NEXT_PAY_ADJ_DATE1              MAX_RATE
           17020574                                  20120301                    11.3750
           17020737                                  20120301                    10.3750
           17020575                                  20120301                    10.7500
           17020498                                  20120201                    11.2500
           17020499                                  20120301                    10.7500
           17020820                                  20120301                    10.6250
           17020821                                  20120301                    10.8750
           17020660                                  20120301                    11.6250
           17020822                                  20120301                    10.7500
           17020661                                  20120201                    10.7500
           17020823                                  20120301                    11.0000
           17020662                                  20120301                    11.1250
           17020824                                  20120301                    10.8750
           17020663                                  20120201                    11.2500
           17020825                                  20120201                    10.7500
           17020664                                  20120301                    11.3750
           17020826                                  20120301                    10.8750
           17020665                                  20120301                    10.7500
           17020827                                  20120301                    11.0000
           17020828                                  20120301                    10.8750
           17020667                                  20120201                    11.0000
           17020829                                  20120301                    10.3750
           17020668                                  20120201                    11.3750
           17020669                                  20120201                    10.8750
           17020830                                  20120301                    10.7500
           17020831                                  20120301                    10.8750
           17020670                                  20120201                    10.8750
           17020832                                  20120301                    11.2500
           17020833                                  20120301                    10.8750
           17020671                                  20120301                    11.0000
           17020834                                  20120301                    10.8750
           17020672                                  20120301                    11.3750
           17020835                                  20120301                    11.2500
           17020673                                  20120201                    10.2500
           17020836                                  20120201                    11.0000
           17020674                                  20120201                    10.8750
           17020837                                  20120301                    11.1250
           17020675                                  20120301                    10.8750
           17020838                                  20120301                    10.5000
           17020676                                  20120301                    11.0000
           17020839                                  20120301                    10.3750
           17020677                                  20120201                    11.6250
           17020678                                  20120201                    11.6250
           17020679                                  20120201                    11.3750
           17020840                                  20120301                    10.8750
           17020841                                  20120301                    10.8750
           17020842                                  20120301                    10.7500
           17020680                                  20120201                    11.8750
           17020843                                  20120301                    10.8750
           17020681                                  20120201                    11.2500
           17020844                                  20120301                    11.0000
           17020682                                  20120201                    11.0000
           17020845                                  20120301                    11.0000
           17020683                                  20120301                    10.6250
           17020846                                  20120301                    10.3750
           17020684                                  20120301                    10.8750
           17020685                                  20120201                    10.8750
           17020848                                  20120301                    11.3750
           17020686                                  20120301                    11.2500
           17020849                                  20120301                    11.2500
           17020687                                  20120301                    11.2500
           17020688                                  20120201                    11.5000
           17020689                                  20120301                    11.0000
           17020850                                  20120301                    10.8750
           17020657                                  20120201                    10.8750
           17020495                                  20120201                    11.0000
           17020819                                  20120301                    11.1250
           17020658                                  20120201                    11.3750
           17020496                                  20120301                    11.0000
           17020659                                  20120301                    11.0000
           17020497                                  20120201                    11.0000
           17020492                                  20120201                    10.7500
           17020816                                  20120301                    10.8750
           17020655                                  20120201                    11.1250
           17020493                                  20120201                    11.2500
           17020817                                  20120301                    10.2500
           17020656                                  20120201                    11.2500
           17020494                                  20120201                    11.1250
           17020812                                  20120201                    11.3750
           17020651                                  20120301                    11.5000
           17020813                                  20120301                    11.1250
           17020814                                  20120301                    10.8750
           17020652                                  20120301                    11.2500
           17020490                                  20120201                    10.5000
           17020491                                  20120201                    10.6250
           17020815                                  20120301                    10.7500
           17020654                                  20120201                    11.3750
           17020500                                  20120301                    11.1250
           17020501                                  20120201                    11.6250
           17020502                                  20120201                    11.7500
           17020503                                  20120201                    10.5000
           17020504                                  20120201                    11.1250
           17020505                                  20120201                    11.2500
           17020506                                  20120201                    10.8750
           17020507                                  20120201                    11.1250
           17020508                                  20120301                    10.8750
           17020509                                  20120201                    11.2500
           17020510                                  20120201                    10.6250
           17020511                                  20120201                    11.1250
           17020512                                  20120201                    11.1250
           17020513                                  20120201                    10.7500
           17020514                                  20120201                    10.0000
           17020515                                  20120301                    11.2500
           17020516                                  20120201                    11.0000
           17020517                                  20120301                    11.1250
           17020518                                  20120201                    11.0000
           17020519                                  20120201                    10.3750
           17020520                                  20120201                    10.7500
           17020521                                  20120201                    11.8750
           17020522                                  20120201                    10.8750
           17020523                                  20120201                    11.1250
           17020524                                  20120201                    11.2500
           17020525                                  20120301                    11.2500
           17020526                                  20120301                    10.6250
           17020527                                  20120201                    10.7500
           17020528                                  20120301                    10.0000
           17020529                                  20120201                    10.3750
           17020530                                  20120301                    11.2500
           17020531                                  20120201                    10.8750
           17020532                                  20120201                    11.7500
           17020533                                  20120201                    10.8750
           17020534                                  20120301                    11.2500
           17020535                                  20120201                    10.7500
           17020536                                  20120201                    11.2500
           17020537                                  20120301                    10.8750
           17020538                                  20120201                    10.2500
           17020539                                  20120201                    11.1250
           17020700                                  20120301                    10.8750
           17020701                                  20120301                    10.2500
           17020702                                  20120301                    11.1250
           17020540                                  20120301                    10.8750
           17020703                                  20120301                    11.3750
           17020541                                  20120301                    10.8750
           17020704                                  20120301                    11.5000
           17020542                                  20120301                    10.7500
           17020705                                  20120201                    10.8750
           17020543                                  20120201                    11.3750
           17020706                                  20120201                    10.8750
           17020544                                  20120201                    10.8750
           17020707                                  20120301                    11.6250
           17020545                                  20120201                    11.0000
           17020708                                  20120301                    11.0000
           17020546                                  20120301                    10.8750
           17020547                                  20120201                    10.2500
           17020385                                  20120301                    11.1250
           17020548                                  20120201                    10.6250
           17020386                                  20120301                    10.2500
           17020549                                  20120201                    11.3750
           17020387                                  20120201                    11.0000
           17020388                                  20120301                    10.3750
           17020389                                  20120201                     9.7500
           17020710                                  20111201                    11.2500
           17020711                                  20120301                    10.7500
           17020550                                  20120201                    10.8750
           17020712                                  20120301                    10.5000
           17020551                                  20120201                    10.8750
           17020713                                  20111201                    11.0000
           17020714                                  20120301                    10.7500
           17020552                                  20120201                    10.1250
           17020715                                  20111201                    10.0000
           17020553                                  20120201                    10.6250
           17020391                                  20120201                    10.5000
           17020392                                  20120201                    10.8750
           17020554                                  20120301                    10.8750
           17020716                                  20120301                    11.5000
           17020717                                  20111201                    10.6250
           17020555                                  20120201                    11.1250
           17020393                                  20120301                    10.6250
           17020718                                  20120301                     9.8750
           17020556                                  20120201                    11.2500
           17020394                                  20120201                    11.5000
           17020395                                  20111201                    11.3750
           17020557                                  20120201                    11.2500
           17020719                                  20111201                    11.1250
           17020558                                  20120301                    10.7500
           17020397                                  20111201                    11.3750
           17020559                                  20120201                    10.7500
           17020398                                  20111201                    10.8750
           17020399                                  20120301                    10.8750
           17020720                                  20120301                    11.3750
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           17172021                                  20120501                    11.0000
           17172024                                  20120501                    10.8750
           17172025                                  20120501                    10.8750
           17172026                                  20120501                    10.2500
           17172027                                  20120501                    10.8750
           17172028                                  20120401                    11.3750
           17172029                                  20120501                    11.3750
           17181100                                  20120501                    10.8750
           17181101                                  20120501                    11.6250
           17172030                                  20120501                    11.1250
           17181102                                  20120501                    10.8750
           17172031                                  20120501                    10.7500
           17172032                                  20120501                    10.6250
           17181104                                  20120501                    11.0000
           17181105                                  20120501                    11.1250
           17172034                                  20120501                    11.6250
           17181106                                  20120501                    10.5000
           17172035                                  20120501                    11.1250
           17181107                                  20120501                    11.2500
           17181108                                  20120501                    10.8750
           17172037                                  20120501                    10.8750
           17181109                                  20120501                    11.1250
           17172038                                  20120501                    11.2500
           17181110                                  20120501                    11.2500
           17181111                                  20120501                    10.5000
           17172040                                  20120501                    10.6250
           17181112                                  20120501                    12.2500
           17181113                                  20120501                    10.0000
           17172042                                  20120501                    10.5000
           17181114                                  20120501                    10.7500
           17172043                                  20120501                    11.1250
           17181115                                  20120501                    10.8750
           17181116                                  20120501                    11.0000
           17172045                                  20120501                    11.5000
           17172046                                  20120501                     9.7500
           17172017                                  20120501                    11.0000
           17172018                                  20120501                    10.7500
           17172019                                  20120501                    11.2500
           17172000                                  20120401                    11.8750
           17172006                                  20120501                    10.8750
           17172007                                  20120501                    10.6250
           17172009                                  20120501                    10.6250
           17172011                                  20120501                    10.8750
           17172013                                  20120501                    11.6250
           17172015                                  20120501                    10.8750
           17172016                                  20120501                    10.6250
           17181088                                  20120501                    10.8750
           17181090                                  20120501                    10.8750
           17181092                                  20120501                    11.1250
           17181093                                  20120501                    11.5000
           17181094                                  20120501                    11.7500
           17181095                                  20120501                    10.8750
           17181096                                  20120501                    10.5000
           17181097                                  20120501                    11.1250
           17181099                                  20120501                    10.3750
           17181082                                  20120501                    10.8750
           17181083                                  20120501                    10.8750
           17181084                                  20120501                    11.6250
           17181085                                  20120501                    11.1250
           17172140                                  20120501                    11.2500
           17172141                                  20120501                    11.5000
           17172142                                  20120501                    10.8750
           17175038                                  20120501                    11.2500
           17175039                                  20120401                    11.3750
           17175044                                  20120501                     9.7500
           17175073                                  20120501                    11.2500
           17181098                                  20120401                    11.3750
           17181103                                  20120501                    10.8750
           17181118                                  20120501                    11.0000
           17181128                                  20120501                    10.8750
           17181129                                  20120501                    10.8750
           17181137                                  20120501                    10.8750
           17181139                                  20120501                    10.0000
           17181144                                  20120501                    10.8750
           17181149                                  20120501                    11.2500
           17181155                                  20120501                    11.5000
           17181156                                  20120501                    11.2500
           17181157                                  20120501                    10.5000
           17181160                                  20120501                    11.0000
           17171928                                  20120401                    11.1250
           17171929                                  20120401                    11.1250
           17171930                                  20120401                    10.6250
           17171931                                  20120401                    10.0000
           17171932                                  20120401                    11.6250
           17171934                                  20120401                    11.5000
           17171936                                  20120401                    11.2500
           17171938                                  20120401                    11.1250
           17171940                                  20120401                    11.2500
           17171941                                  20120401                    11.6250
           17171942                                  20120401                    10.7500
           17171943                                  20120401                    10.0000
           17171944                                  20120401                    10.6250
           17171947                                  20120401                    10.6250
           17171948                                  20120401                    11.0000
           17171953                                  20120401                     9.8750
           17171954                                  20120401                    11.2500
           17171956                                  20120401                    11.2500
           17171958                                  20120401                    11.0000
           17171959                                  20120401                    11.1250
           17171961                                  20120401                    10.8750
           17171964                                  20120401                    11.2500
           17171975                                  20120401                    11.2500
           17171976                                  20120401                    11.5000
           17171977                                  20120401                    11.3750
           17171981                                  20120401                    11.5000
           17171984                                  20120401                    10.1250
           17171994                                  20120401                    11.6250
           17171997                                  20120401                    11.0000
           17172003                                  20120401                     9.7500
           17172058                                  20120401                     9.3750
           17175030                                  20120401                    10.5000
           17175033                                  20120401                    10.8750
           17175055                                  20120401                    12.5000
           17181087                                  20120401                    11.7500
           17181089                                  20120401                    11.1250
           17181091                                  20120401                    10.8750
           17181127                                  20120401                    11.2500
           17172118                                  20120501                    10.6250
           17181142                                  20120501                    10.6250

           LOAN_SEQ                   MIN_RATE                         PER_RATE_CAP
           17020574                    2.0665                            2.0000
           17020737                    2.0665                            2.0000
           17020575                    2.0665                            2.0000
           17020498                    2.0665                            2.0000
           17020499                    2.0665                            2.0000
           17020820                    2.0665                            2.0000
           17020821                    2.0665                            2.0000
           17020660                    2.0665                            2.0000
           17020822                    2.0665                            2.0000
           17020661                    2.0665                            2.0000
           17020823                    2.0665                            2.0000
           17020662                    2.0665                            2.0000
           17020824                    2.0665                            2.0000
           17020663                    2.0665                            2.0000
           17020825                    2.0665                            2.0000
           17020664                    2.0665                            2.0000
           17020826                    2.0665                            2.0000
           17020665                    2.0665                            2.0000
           17020827                    2.0665                            2.0000
           17020828                    2.0665                            2.0000
           17020667                    2.0665                            2.0000
           17020829                    2.0665                            2.0000
           17020668                    2.0665                            2.0000
           17020669                    2.0665                            2.0000
           17020830                    2.0665                            2.0000
           17020831                    2.0665                            2.0000
           17020670                    2.0665                            2.0000
           17020832                    2.0665                            2.0000
           17020833                    2.0665                            2.0000
           17020671                    2.0665                            2.0000
           17020834                    2.0665                            2.0000
           17020672                    2.0665                            2.0000
           17020835                    2.0665                            2.0000
           17020673                    2.0665                            2.0000
           17020836                    2.1765                            2.0000
           17020674                    2.0665                            2.0000
           17020837                    2.0665                            2.0000
           17020675                    2.0665                            2.0000
           17020838                    2.0665                            2.0000
           17020676                    2.0665                            2.0000
           17020839                    2.0665                            2.0000
           17020677                    2.5665                            1.0000
           17020678                    2.5665                            1.0000
           17020679                    2.5665                            1.0000
           17020840                    2.0665                            2.0000
           17020841                    2.0665                            2.0000
           17020842                    2.0665                            2.0000
           17020680                    2.5665                            1.0000
           17020843                    2.0665                            2.0000
           17020681                    2.0665                            2.0000
           17020844                    2.0665                            2.0000
           17020682                    2.0665                            2.0000
           17020845                    2.0665                            2.0000
           17020683                    2.0665                            2.0000
           17020846                    2.0665                            2.0000
           17020684                    2.0665                            2.0000
           17020685                    2.0665                            2.0000
           17020848                    2.0665                            2.0000
           17020686                    2.0665                            2.0000
           17020849                    2.0665                            2.0000
           17020687                    2.0665                            2.0000
           17020688                    2.0665                            2.0000
           17020689                    2.0665                            2.0000
           17020850                    2.0665                            2.0000
           17020657                    2.0665                            2.0000
           17020495                    2.0665                            2.0000
           17020819                    2.0665                            2.0000
           17020658                    2.0665                            2.0000
           17020496                    2.0665                            2.0000
           17020659                    2.0665                            2.0000
           17020497                    2.0665                            2.0000
           17020492                    2.0665                            2.0000
           17020816                    2.0665                            2.0000
           17020655                    2.0665                            2.0000
           17020493                    2.0665                            2.0000
           17020817                    2.0665                            2.0000
           17020656                    2.0665                            2.0000
           17020494                    2.0665                            2.0000
           17020812                    2.0665                            2.0000
           17020651                    2.0665                            2.0000
           17020813                    2.0665                            2.0000
           17020814                    2.0665                            2.0000
           17020652                    2.0665                            2.0000
           17020490                    2.0665                            2.0000
           17020491                    2.0665                            2.0000
           17020815                    2.0665                            2.0000
           17020654                    2.0665                            2.0000
           17020500                    2.0665                            2.0000
           17020501                    2.0665                            2.0000
           17020502                    2.0665                            2.0000
           17020503                    2.0665                            2.0000
           17020504                    2.0665                            2.0000
           17020505                    2.0665                            2.0000
           17020506                    2.0665                            2.0000
           17020507                    2.0665                            2.0000
           17020508                    2.0665                            2.0000
           17020509                    2.0665                            2.0000
           17020510                    2.0665                            2.0000
           17020511                    2.0665                            2.0000
           17020512                    2.0665                            2.0000
           17020513                    2.0665                            2.0000
           17020514                    2.0665                            2.0000
           17020515                    2.0665                            2.0000
           17020516                    2.0665                            2.0000
           17020517                    2.0665                            2.0000
           17020518                    2.0665                            2.0000
           17020519                    2.0665                            2.0000
           17020520                    2.0665                            2.0000
           17020521                    2.0665                            2.0000
           17020522                    2.0665                            2.0000
           17020523                    2.0665                            2.0000
           17020524                    2.0665                            2.0000
           17020525                    2.0665                            2.0000
           17020526                    2.0665                            2.0000
           17020527                    2.0665                            2.0000
           17020528                    2.0665                            2.0000
           17020529                    2.0665                            2.0000
           17020530                    2.0665                            2.0000
           17020531                    2.0665                            2.0000
           17020532                    2.0665                            2.0000
           17020533                    2.0665                            2.0000
           17020534                    2.0665                            2.0000
           17020535                    2.0665                            2.0000
           17020536                    2.0665                            2.0000
           17020537                    2.0665                            2.0000
           17020538                    2.0665                            2.0000
           17020539                    2.0665                            2.0000
           17020700                    2.0665                            2.0000
           17020701                    2.0665                            2.0000
           17020702                    2.0665                            2.0000
           17020540                    2.0665                            2.0000
           17020703                    2.0665                            2.0000
           17020541                    2.0665                            2.0000
           17020704                    2.0665                            2.0000
           17020542                    2.0665                            2.0000
           17020705                    2.0665                            2.0000
           17020543                    2.0665                            2.0000
           17020706                    2.0665                            2.0000
           17020544                    2.0665                            2.0000
           17020707                    2.0665                            2.0000
           17020545                    2.0665                            2.0000
           17020708                    2.0665                            2.0000
           17020546                    2.0665                            2.0000
           17020547                    2.0665                            2.0000
           17020385                    2.0665                            2.0000
           17020548                    2.0665                            2.0000
           17020386                    2.0665                            2.0000
           17020549                    2.0665                            2.0000
           17020387                    2.0665                            2.0000
           17020388                    2.0665                            2.0000
           17020389                    2.0665                            2.0000
           17020710                    2.1765                            2.0000
           17020711                    2.0665                            2.0000
           17020550                    2.0665                            2.0000
           17020712                    2.0665                            2.0000
           17020551                    2.0665                            2.0000
           17020713                    2.0665                            2.0000
           17020714                    2.0665                            2.0000
           17020552                    2.0665                            2.0000
           17020715                    2.0665                            2.0000
           17020553                    2.0665                            2.0000
           17020391                    2.0665                            2.0000
           17020392                    2.0665                            2.0000
           17020554                    2.0665                            2.0000
           17020716                    2.0665                            2.0000
           17020717                    2.0665                            2.0000
           17020555                    2.0665                            2.0000
           17020393                    2.0665                            2.0000
           17020718                    2.0665                            2.0000
           17020556                    2.0665                            2.0000
           17020394                    2.0665                            2.0000
           17020395                    2.0665                            2.0000
           17020557                    2.0665                            2.0000
           17020719                    2.0665                            2.0000
           17020558                    2.0665                            2.0000
           17020397                    2.0665                            2.0000
           17020559                    2.0665                            2.0000
           17020398                    2.0665                            2.0000
           17020399                    2.0665                            2.0000
           17020720                    2.0665                            2.0000
           17020721                    2.0665                            2.0000
           17020722                    2.0665                            2.0000
           17020560                    2.0665                            2.0000
           17020723                    2.0665                            2.0000
           17020561                    2.0665                            2.0000
           17020724                    2.0665                            2.0000
           17020562                    2.0665                            2.0000
           17020725                    2.0665                            2.0000
           17020563                    2.0665                            2.0000
           17020726                    2.0665                            2.0000
           17020564                    2.0665                            2.0000
           17020727                    2.0665                            2.0000
           17020565                    2.0665                            2.0000
           17020728                    2.0665                            2.0000
           17020566                    2.0665                            2.0000
           17020729                    2.0665                            2.0000
           17020567                    2.0665                            2.0000
           17020568                    2.0665                            2.0000
           17020569                    2.0665                            2.0000
           17020730                    2.0665                            2.0000
           17020731                    2.0665                            2.0000
           17020732                    2.0665                            2.0000
           17020570                    2.0665                            2.0000
           17020733                    2.0665                            2.0000
           17020571                    2.0665                            2.0000
           17020734                    2.0665                            2.0000
           17020572                    2.0665                            2.0000
           17020735                    2.0665                            2.0000
           17020573                    2.0665                            2.0000
           17020736                    2.0665                            2.0000
           17020487                    2.0665                            2.0000
           17020488                    2.0665                            2.0000
           17020489                    2.0665                            2.0000
           17020810                    2.0665                            2.0000
           17020811                    2.0665                            2.0000
           17020650                    2.0665                            2.0000
           17020791                    2.0665                            2.0000
           17020792                    2.0665                            2.0000
           17020793                    2.0665                            2.0000
           17020794                    2.0665                            2.0000
           17020795                    2.0665                            2.0000
           17020796                    2.0665                            2.0000
           17020797                    2.0665                            2.0000
           17020798                    2.0665                            2.0000
           17020799                    2.0665                            2.0000
           17020790                    2.0665                            2.0000
           17020646                    2.0665                            2.0000
           17020484                    2.0665                            2.0000
           17020808                    2.0665                            2.0000
           17020647                    2.0665                            2.0000
           17020485                    2.0665                            2.0000
           17020809                    2.0665                            2.0000
           17020648                    2.0665                            2.0000
           17020486                    2.0665                            2.0000
           17020649                    2.0665                            2.0000
           17020781                    2.0665                            2.0000
           17020782                    2.0665                            2.0000
           17020783                    2.0665                            2.0000
           17020784                    2.0665                            2.0000
           17020785                    2.0665                            2.0000
           17020786                    2.0665                            2.0000
           17020787                    2.0665                            2.0000
           17020788                    2.0665                            2.0000
           17020789                    2.0665                            2.0000
           17020612                    2.0665                            2.0000
           17020450                    2.0665                            2.0000
           17020613                    2.0665                            2.0000
           17020451                    2.0665                            2.0000
           17020614                    2.0665                            2.0000
           17020452                    2.0665                            2.0000
           17020615                    2.0665                            2.0000
           17020453                    2.0665                            2.0000
           17020616                    2.0665                            2.0000
           17020454                    2.0665                            2.0000
           17020617                    2.0665                            2.0000
           17020455                    2.0665                            2.0000
           17020456                    2.0665                            2.0000
           17020618                    2.2015                            2.0000
           17020619                    2.0665                            2.0000
           17020457                    2.0665                            2.0000
           17020458                    2.0665                            2.0000
           17020459                    2.0665                            2.0000
           17020620                    2.0665                            2.0000
           17020621                    2.0665                            2.0000
           17020622                    2.0665                            2.0000
           17020460                    2.0665                            2.0000
           17020623                    2.0665                            2.0000
           17020461                    2.0665                            2.0000
           17020624                    2.0665                            2.0000
           17020462                    2.0665                            2.0000
           17020625                    2.0665                            2.0000
           17020463                    2.0665                            2.0000
           17020626                    2.0665                            2.0000
           17020464                    2.0665                            2.0000
           17020627                    2.0665                            2.0000
           17020465                    2.0665                            2.0000
           17020628                    2.0665                            2.0000
           17020466                    2.0665                            2.0000
           17020629                    2.0665                            2.0000
           17020467                    2.0665                            2.0000
           17020468                    2.0665                            2.0000
           17020469                    2.0665                            2.0000
           17020630                    2.0665                            2.0000
           17020631                    2.0665                            2.0000
           17020632                    2.0665                            2.0000
           17020470                    2.0665                            2.0000
           17020633                    2.0665                            2.0000
           17020471                    2.0665                            2.0000
           17020634                    2.0665                            2.0000
           17020472                    2.0665                            2.0000
           17020635                    2.0665                            2.0000
           17020473                    2.0665                            2.0000
           17020636                    2.0665                            2.0000
           17020474                    2.0665                            2.0000
           17020637                    2.0665                            2.0000
           17020475                    2.0665                            2.0000
           17020638                    2.0665                            2.0000
           17020476                    2.0665                            2.0000
           17020477                    2.0665                            2.0000
           17020478                    2.0665                            2.0000
           17020479                    2.0665                            2.0000
           17020800                    2.0665                            2.0000
           17020801                    2.0665                            2.0000
           17020640                    2.0665                            2.0000
           17020802                    2.0665                            2.0000
           17020641                    2.0665                            2.0000
           17020803                    2.0665                            2.0000
           17020642                    2.0665                            2.0000
           17020480                    2.0665                            2.0000
           17020804                    2.0665                            2.0000
           17020643                    2.0665                            2.0000
           17020481                    2.0665                            2.0000
           17020805                    2.0665                            2.0000
           17020644                    2.0665                            2.0000
           17020482                    2.0665                            2.0000
           17020806                    2.0665                            2.0000
           17020645                    2.0665                            2.0000
           17020483                    2.0665                            2.0000
           17020807                    2.0665                            2.0000
           17020436                    2.0665                            2.0000
           17020437                    2.0665                            2.0000
           17020438                    2.0665                            2.0000
           17020439                    2.0665                            2.0000
           17020600                    2.0665                            2.0000
           17020601                    2.0665                            2.0000
           17020602                    2.0665                            2.0000
           17020440                    2.2015                            2.0000
           17020603                    2.0665                            2.0000
           17020441                    2.0665                            2.0000
           17020604                    2.0665                            2.0000
           17020442                    2.0665                            2.0000
           17020605                    2.0665                            2.0000
           17020606                    2.0665                            2.0000
           17020444                    2.0665                            2.0000
           17020607                    2.0665                            2.0000
           17020445                    2.5665                            2.0000
           17020608                    2.0665                            2.0000
           17020446                    2.0665                            2.0000
           17020609                    2.0665                            2.0000
           17020447                    2.0665                            2.0000
           17020448                    2.0665                            2.0000
           17020449                    2.0665                            2.0000
           17020610                    2.0665                            2.0000
           17020611                    2.0665                            2.0000
           17020771                    2.0665                            2.0000
           17020772                    2.0665                            2.0000
           17020773                    2.0665                            2.0000
           17020774                    2.0665                            2.0000
           17020775                    2.0665                            2.0000
           17020777                    2.0665                            2.0000
           17020778                    2.0665                            2.0000
           17020779                    2.0665                            2.0000
           17020780                    2.0665                            2.0000
           17020400                    2.0665                            2.0000
           17020401                    2.0665                            2.0000
           17020402                    2.0665                            2.0000
           17020403                    2.0665                            2.0000
           17020404                    2.0665                            2.0000
           17020405                    2.0665                            2.0000
           17020406                    2.0665                            2.0000
           17020407                    2.0665                            2.0000
           17020408                    2.0665                            2.0000
           17020409                    2.0665                            2.0000
           17020410                    2.0665                            2.0000
           17020411                    2.0665                            2.0000
           17020412                    2.0665                            2.0000
           17020413                    2.0665                            2.0000
           17020415                    2.0665                            2.0000
           17020416                    2.0665                            2.0000
           17020417                    2.0665                            2.0000
           17020418                    2.0665                            2.0000
           17020419                    2.0665                            2.0000
           17020420                    2.0665                            2.0000
           17020421                    2.0665                            2.0000
           17020422                    2.0665                            2.0000
           17020423                    2.0665                            2.0000
           17020424                    2.0665                            2.0000
           17020425                    2.0665                            2.0000
           17020427                    2.0665                            2.0000
           17020428                    2.0665                            2.0000
           17020429                    2.0665                            2.0000
           17020430                    2.0665                            2.0000
           17020431                    2.0665                            2.0000
           17020432                    2.0665                            2.0000
           17020433                    2.0665                            2.0000
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           17203293                    2.0665                            2.0000
           17203418                    2.0665                            2.0000
           17203314                    2.0665                            2.0000
           17203448                    2.0665                            2.0000
           17203384                    2.0665                            2.0000
           17203281                    2.0665                            2.0000
           17203348                    2.0665                            2.0000
           17203390                    2.0665                            2.0000
           17203310                    2.0665                            2.0000
           17203363                    2.0665                            2.0000
           17203425                    2.0665                            2.0000
           17203373                    2.0665                            2.0000
           17203266                    2.0665                            2.0000
           17203358                    2.0665                            2.0000
           17203429                    2.0665                            2.0000
           17203371                    2.0665                            2.0000
           17203337                    2.0665                            2.0000
           17203421                    2.0665                            2.0000
           17203430                    2.0665                            2.0000
           17203247                    2.0665                            2.0000
           17203320                    2.0665                            2.0000
           17203405                    2.0665                            2.0000
           17203270                    2.0665                            2.0000
           17203362                    2.0665                            2.0000
           17203361                    2.0665                            2.0000
           17203272                    2.0665                            2.0000
           17203350                    2.0665                            2.0000
           17203403                    2.0665                            2.0000
           17203301                    2.0665                            2.0000
           17203349                    2.0665                            2.0000
           17203338                    2.0665                            2.0000
           17203345                    2.0665                            2.0000
           17203307                    2.0665                            2.0000
           17203357                    2.0665                            2.0000
           17203442                    2.0665                            2.0000
           17203277                    2.0665                            2.0000
           17203280                    2.0665                            2.0000
           17203344                    2.0665                            2.0000
           17203381                    2.0665                            2.0000
           17203436                    2.0665                            2.0000
           17203333                    2.0665                            2.0000
           17203316                    2.0665                            2.0000
           17203305                    2.0665                            2.0000
           17203292                    2.0665                            2.0000
           17203419                    2.0665                            2.0000
           17203433                    2.0665                            2.0000
           17203438                    2.0665                            2.0000
           17203284                    2.5665                            1.0000
           17203275                    2.0665                            2.0000
           17203411                    2.0665                            2.0000
           17203324                    2.0665                            2.0000
           17203408                    2.0665                            2.0000
           17203300                    2.0665                            2.0000
           17203273                    2.0665                            2.0000
           17203446                    2.0665                            2.0000
           17203415                    2.0665                            2.0000
           17203389                    2.0665                            2.0000
           17203398                    2.0665                            2.0000
           17203274                    2.0665                            2.0000
           17203318                    2.1915                            2.0000
           17203391                    2.0665                            2.0000
           17203399                    2.0665                            2.0000
           17203450                    2.0665                            2.0000
           17203447                    2.0665                            2.0000
           17203453                    2.0665                            2.0000
           17203428                    2.0665                            2.0000
           17203313                    2.0665                            2.0000
           17203431                    2.0665                            2.0000
           17203417                    2.0665                            2.0000
           17203343                    2.0665                            2.0000
           17203360                    2.0665                            2.0000
           17203416                    2.0665                            2.0000
           17203406                    2.0665                            2.0000
           17203367                    2.0665                            2.0000
           17203380                    2.0665                            2.0000
           17203286                    2.0665                            2.0000
           17203330                    2.0665                            2.0000
           17203249                    2.0665                            2.0000
           17203342                    2.0665                            2.0000
           17203346                    2.0665                            2.0000
           17203264                    2.0665                            2.0000
           17203322                    2.0665                            2.0000
           17203397                    2.0665                            2.0000
           17203407                    2.0665                            2.0000
           17203336                    2.0665                            2.0000
           17203374                    2.0665                            2.0000
           17203329                    2.0665                            2.0000
           17203327                    2.0665                            2.0000
           17203369                    2.0665                            2.0000
           17203335                    2.0665                            2.0000
           17203291                    2.0665                            2.0000
           17203289                    2.0665                            2.0000
           17203372                    2.0665                            2.0000
           17203296                    2.0665                            2.0000
           17203254                    2.0665                            2.0000
           17203444                    2.0665                            2.0000
           17203365                    2.0665                            2.0000
           17203259                    2.0665                            2.0000
           17203366                    2.0665                            2.0000
           17203353                    2.0665                            2.0000
           17203285                    2.0665                            2.0000
           17203352                    2.0665                            2.0000
           17203306                    2.0665                            2.0000
           17203414                    2.0665                            2.0000
           17203393                    2.0665                            2.0000
           17203382                    2.0665                            2.0000
           17203302                    2.0665                            2.0000
           17203356                    2.0665                            2.0000
           17203387                    2.0665                            2.0000
           17203377                    2.0665                            2.0000
           17203308                    2.5665                            1.0000
           17203276                    2.0665                            2.0000
           17203288                    2.0665                            2.0000
           17203378                    2.0665                            2.0000
           17203376                    2.0665                            2.0000
           17203370                    2.0665                            2.0000
           17203248                    2.0665                            2.0000
           17203341                    2.0665                            2.0000
           17203334                    2.0665                            2.0000
           17203395                    2.0665                            2.0000
           17203332                    2.0665                            2.0000
           17203309                    2.0665                            1.0000
           17203375                    2.0665                            2.0000
           17203279                    2.0665                            2.0000
           17203386                    2.0665                            2.0000
           17203311                    2.0665                            2.0000
           17203420                    2.0665                            2.0000
           17203402                    2.0665                            2.0000
           17203439                    2.0665                            2.0000
           17203297                    2.0665                            2.0000
           17203282                    2.0665                            2.0000
           17203368                    2.0665                            2.0000
           17203394                    2.0665                            2.0000
           17203400                    2.0665                            2.0000
           17203355                    2.0665                            2.0000
           17203404                    2.0665                            2.0000
           17203426                    2.0665                            2.0000
           17203298                    2.0665                            2.0000
           17203304                    2.0665                            2.0000
           17203434                    2.0665                            2.0000
           17171962                    2.0665                            2.0000
           17171963                    2.0665                            2.0000
           17171966                    2.0665                            2.0000
           17171967                    2.0665                            2.0000
           17171968                    2.0665                            2.0000
           17171969                    2.0665                            2.0000
           17171970                    2.0665                            2.0000
           17171971                    2.0665                            2.0000
           17171973                    2.0665                            2.0000
           17171974                    2.0665                            2.0000
           17171978                    2.0665                            2.0000
           17171982                    2.0665                            2.0000
           17171985                    2.0665                            2.0000
           17171986                    2.0665                            2.0000
           17171988                    2.0665                            2.0000
           17171989                    2.0665                            2.0000
           17171991                    2.0665                            2.0000
           17171993                    2.0665                            2.0000
           17171996                    2.0665                            2.0000
           17171999                    2.0665                            2.0000
           17171950                    2.0665                            2.0000
           17171955                    2.0665                            2.0000
           17171916                    2.0665                            2.0000
           17171917                    2.0665                            2.0000
           17171918                    2.0665                            2.0000
           17171919                    2.0665                            2.0000
           17171920                    2.0665                            2.0000
           17171921                    2.0665                            2.0000
           17171923                    2.0665                            2.0000
           17171925                    2.0665                            2.0000
           17171927                    2.0665                            2.0000
           17171933                    2.0665                            2.0000
           17171935                    2.0665                            2.0000
           17171937                    2.0665                            2.0000
           17171939                    2.0665                            2.0000
           17171945                    2.0665                            2.0000
           17171949                    2.0665                            2.0000
           17175070                    2.0665                            2.0000
           17175072                    2.0665                            2.0000
           17175056                    2.0665                            2.0000
           17175057                    2.0665                            2.0000
           17175059                    2.0665                            2.0000
           17175060                    2.0665                            2.0000
           17175061                    2.0665                            2.0000
           17175062                    2.0665                            2.0000
           17175063                    2.0665                            2.0000
           17175064                    2.0665                            2.0000
           17175065                    2.0665                            2.0000
           17175066                    2.0665                            2.0000
           17175067                    2.0665                            2.0000
           17175068                    2.0665                            2.0000
           17175069                    2.0665                            2.0000
           17175031                    2.0665                            2.0000
           17175032                    2.0665                            2.0000
           17175034                    2.0665                            2.0000
           17175035                    2.0665                            2.0000
           17175036                    2.0665                            2.0000
           17175037                    2.0665                            2.0000
           17175040                    2.0665                            2.0000
           17175041                    2.0665                            2.0000
           17175042                    2.0665                            2.0000
           17175043                    2.0665                            2.0000
           17175045                    2.0665                            2.0000
           17175046                    2.0665                            2.0000
           17175047                    2.0665                            2.0000
           17175050                    2.0665                            2.0000
           17175051                    2.0665                            2.0000
           17175052                    2.0665                            2.0000
           17175053                    2.0665                            2.0000
           17175024                    3.0665                            2.0000
           17175025                    2.0665                            2.0000
           17175026                    2.0665                            2.0000
           17175027                    2.0665                            2.0000
           17175028                    2.0665                            2.0000
           17175029                    2.0665                            2.0000
           17172120                    2.0665                            2.0000
           17172121                    2.0665                            2.0000
           17172122                    2.0665                            2.0000
           17172123                    2.0665                            2.0000
           17172124                    2.0665                            2.0000
           17172128                    2.0665                            2.0000
           17172129                    2.0665                            2.0000
           17172131                    2.0665                            2.0000
           17172134                    2.0665                            2.0000
           17172135                    2.0665                            2.0000
           17172137                    2.0665                            2.0000
           17172138                    2.0665                            2.0000
           17172139                    2.0665                            2.0000
           17172100                    2.0665                            2.0000
           17172101                    2.0665                            2.0000
           17172102                    2.0665                            2.0000
           17172103                    2.0665                            2.0000
           17172105                    2.0665                            2.0000
           17172106                    2.0665                            2.0000
           17172107                    2.0665                            2.0000
           17172108                    2.0665                            2.0000
           17172109                    2.0665                            2.0000
           17172110                    2.0665                            2.0000
           17172111                    2.0665                            2.0000
           17172113                    2.0665                            2.0000
           17172115                    2.0665                            2.0000
           17172116                    2.0665                            2.0000
           17172117                    2.0665                            2.0000
           17172119                    2.0665                            2.0000
           17181161                    2.0665                            2.0000
           17172090                    2.0665                            2.0000
           17181162                    2.0665                            2.0000
           17172091                    2.0665                            2.0000
           17172092                    2.0665                            2.0000
           17172093                    2.0665                            2.0000
           17172094                    2.0665                            2.0000
           17172095                    2.0665                            2.0000
           17172097                    2.0665                            2.0000
           17172098                    2.0665                            2.0000
           17172099                    2.0665                            2.0000
           17181150                    2.0665                            2.0000
           17181151                    2.0665                            2.0000
           17172080                    2.0665                            2.0000
           17181152                    2.0665                            2.0000
           17172081                    2.0665                            2.0000
           17181153                    2.0665                            2.0000
           17172082                    2.0665                            2.0000
           17181154                    2.0665                            2.0000
           17172083                    2.0665                            2.0000
           17172085                    2.0665                            2.0000
           17181158                    2.0665                            2.0000
           17172087                    2.0665                            2.0000
           17181159                    2.0665                            2.0000
           17172088                    2.0665                            2.0000
           17172089                    2.0665                            2.0000
           17172060                    2.0665                            2.0000
           17181132                    2.0665                            2.0000
           17181133                    2.0665                            2.0000
           17172062                    2.0665                            2.0000
           17181134                    2.0665                            2.0000
           17172063                    2.0665                            2.0000
           17181135                    2.0665                            2.0000
           17181136                    2.0665                            2.0000
           17172066                    2.0665                            2.0000
           17181138                    2.0665                            2.0000
           17172067                    2.0665                            2.0000
           17172069                    2.0665                            2.0000
           17181140                    2.0665                            2.0000
           17172070                    2.0665                            2.0000
           17172071                    2.0665                            2.0000
           17181143                    2.0665                            2.0000
           17172072                    2.0665                            2.0000
           17181145                    2.0665                            2.0000
           17181146                    2.0665                            2.0000
           17172075                    2.0665                            2.0000
           17181147                    2.0665                            2.0000
           17172076                    2.0665                            2.0000
           17181148                    2.0665                            2.0000
           17172077                    2.0665                            2.0000
           17172079                    2.0665                            2.0000
           17181130                    2.0665                            2.0000
           17181131                    2.0665                            2.0000
           17181121                    2.0665                            2.0000
           17172050                    2.0665                            2.0000
           17181122                    2.0665                            2.0000
           17181123                    2.0665                            2.0000
           17172052                    2.0665                            2.0000
           17181124                    2.0665                            2.0000
           17181125                    2.0665                            2.0000
           17172054                    2.0665                            2.0000
           17181126                    2.0665                            2.0000
           17172056                    2.0665                            2.0000
           17172059                    2.0665                            2.0000
           17172047                    2.0665                            2.0000
           17181119                    2.0665                            2.0000
           17172021                    2.0665                            2.0000
           17172024                    2.0665                            2.0000
           17172025                    2.0665                            2.0000
           17172026                    2.0665                            2.0000
           17172027                    2.0665                            2.0000
           17172028                    2.0665                            2.0000
           17172029                    2.0665                            2.0000
           17181100                    2.0665                            2.0000
           17181101                    2.0665                            2.0000
           17172030                    2.0665                            2.0000
           17181102                    2.0665                            2.0000
           17172031                    2.0665                            2.0000
           17172032                    2.0665                            2.0000
           17181104                    2.0665                            2.0000
           17181105                    2.0665                            2.0000
           17172034                    2.0665                            2.0000
           17181106                    2.0665                            2.0000
           17172035                    2.0665                            2.0000
           17181107                    2.0665                            2.0000
           17181108                    2.0665                            2.0000
           17172037                    2.0665                            2.0000
           17181109                    2.0665                            2.0000
           17172038                    2.0665                            2.0000
           17181110                    2.0665                            2.0000
           17181111                    2.0665                            2.0000
           17172040                    2.0665                            2.0000
           17181112                    2.0665                            2.0000
           17181113                    2.0665                            2.0000
           17172042                    2.0665                            2.0000
           17181114                    2.0665                            2.0000
           17172043                    2.0665                            2.0000
           17181115                    2.0665                            2.0000
           17181116                    2.0665                            2.0000
           17172045                    2.0665                            2.0000
           17172046                    2.0665                            2.0000
           17172017                    2.0665                            2.0000
           17172018                    2.0665                            2.0000
           17172019                    2.0665                            2.0000
           17172000                    3.0665                            2.0000
           17172006                    2.0665                            2.0000
           17172007                    2.0665                            2.0000
           17172009                    2.0665                            2.0000
           17172011                    2.0665                            2.0000
           17172013                    2.0665                            2.0000
           17172015                    2.0665                            2.0000
           17172016                    2.0665                            2.0000
           17181088                    2.0665                            2.0000
           17181090                    2.0665                            2.0000
           17181092                    2.0665                            2.0000
           17181093                    2.0665                            2.0000
           17181094                    2.0665                            2.0000
           17181095                    2.0665                            2.0000
           17181096                    2.0665                            2.0000
           17181097                    2.0665                            2.0000
           17181099                    2.0665                            2.0000
           17181082                    2.0665                            2.0000
           17181083                    2.0665                            2.0000
           17181084                    2.0665                            2.0000
           17181085                    2.0665                            2.0000
           17172140                    2.0665                            2.0000
           17172141                    2.0665                            2.0000
           17172142                    2.0665                            2.0000
           17175038                    2.0665                            2.0000
           17175039                    2.0665                            2.0000
           17175044                    2.0665                            2.0000
           17175073                    2.0665                            2.0000
           17181098                    2.0665                            2.0000
           17181103                    2.0665                            2.0000
           17181118                    2.0665                            2.0000
           17181128                    2.0665                            2.0000
           17181129                    2.0665                            2.0000
           17181137                    2.0665                            2.0000
           17181139                    2.0665                            2.0000
           17181144                    2.0665                            2.0000
           17181149                    2.0665                            2.0000
           17181155                    2.0665                            2.0000
           17181156                    2.0665                            2.0000
           17181157                    2.0665                            2.0000
           17181160                    2.0665                            2.0000
           17171928                    2.0665                            2.0000
           17171929                    2.0665                            2.0000
           17171930                    2.0665                            2.0000
           17171931                    2.0665                            2.0000
           17171932                    2.0665                            2.0000
           17171934                    2.0665                            2.0000
           17171936                    2.0665                            2.0000
           17171938                    2.0665                            2.0000
           17171940                    2.0665                            2.0000
           17171941                    2.0665                            2.0000
           17171942                    2.0665                            2.0000
           17171943                    2.0665                            2.0000
           17171944                    2.0665                            2.0000
           17171947                    2.0665                            2.0000
           17171948                    2.0665                            2.0000
           17171953                    2.0665                            2.0000
           17171954                    2.0665                            2.0000
           17171956                    2.0665                            2.0000
           17171958                    2.0665                            2.0000
           17171959                    2.0665                            2.0000
           17171961                    2.0665                            2.0000
           17171964                    2.0665                            2.0000
           17171975                    2.0665                            2.0000
           17171976                    2.0665                            2.0000
           17171977                    2.0665                            2.0000
           17171981                    2.0665                            2.0000
           17171984                    2.0665                            2.0000
           17171994                    2.0665                            1.0000
           17171997                    2.0665                            2.0000
           17172003                    2.0665                            2.0000
           17172058                    2.0665                            2.0000
           17175030                    2.0665                            2.0000
           17175033                    2.0665                            2.0000
           17175055                    2.0665                            2.0000
           17181087                    2.0665                            2.0000
           17181089                    2.0665                            2.0000
           17181091                    2.0665                            2.0000
           17181127                    2.0665                            2.0000
           17172118                    2.0665                            2.0000
           17181142                    2.0665                            2.0000

          LOAN_SEQ        SUB_GROUP1                   NEG_AM
           17020574         G01                          No
           17020737         G01                          No
           17020575         G01                          No
           17020498         G01                          No
           17020499         G01                          No
           17020820         G01                          No
           17020821         G01                          No
           17020660         G01                          No
           17020822         G01                          No
           17020661         G01                          No
           17020823         G01                          No
           17020662         G01                          No
           17020824         G01                          No
           17020663         G01                          No
           17020825         G01                          No
           17020664         G01                          No
           17020826         G01                          No
           17020665         G01                          No
           17020827         G01                          No
           17020828         G01                          No
           17020667         G01                          No
           17020829         G01                          No
           17020668         G01                          No
           17020669         G01                          No
           17020830         G01                          No
           17020831         G01                          No
           17020670         G01                          No
           17020832         G01                          No
           17020833         G01                          No
           17020671         G01                          No
           17020834         G01                          No
           17020672         G01                          No
           17020835         G01                          No
           17020673         G01                          No
           17020836         G01                          No
           17020674         G01                          No
           17020837         G01                          No
           17020675         G01                          No
           17020838         G01                          No
           17020676         G01                          No
           17020839         G01                          No
           17020677         G01                          No
           17020678         G01                          No
           17020679         G01                          No
           17020840         G01                          No
           17020841         G01                          No
           17020842         G01                          No
           17020680         G01                          No
           17020843         G01                          No
           17020681         G01                          No
           17020844         G01                          No
           17020682         G01                          No
           17020845         G01                          No
           17020683         G01                          No
           17020846         G01                          No
           17020684         G01                          No
           17020685         G01                          No
           17020848         G01                          No
           17020686         G01                          No
           17020849         G01                          No
           17020687         G01                          No
           17020688         G01                          No
           17020689         G01                          No
           17020850         G01                          No
           17020657         G01                          No
           17020495         G01                          No
           17020819         G01                          No
           17020658         G01                          No
           17020496         G01                          No
           17020659         G01                          No
           17020497         G01                          No
           17020492         G01                          No
           17020816         G01                          No
           17020655         G01                          No
           17020493         G01                          No
           17020817         G01                          No
           17020656         G01                          No
           17020494         G01                          No
           17020812         G01                          No
           17020651         G01                          No
           17020813         G01                          No
           17020814         G01                          No
           17020652         G01                          No
           17020490         G01                          No
           17020491         G01                          No
           17020815         G01                          No
           17020654         G01                          No
           17020500         G01                          No
           17020501         G01                          No
           17020502         G01                          No
           17020503         G01                          No
           17020504         G01                          No
           17020505         G01                          No
           17020506         G01                          No
           17020507         G01                          No
           17020508         G01                          No
           17020509         G01                          No
           17020510         G01                          No
           17020511         G01                          No
           17020512         G01                          No
           17020513         G01                          No
           17020514         G01                          No
           17020515         G01                          No
           17020516         G01                          No
           17020517         G01                          No
           17020518         G01                          No
           17020519         G01                          No
           17020520         G01                          No
           17020521         G01                          No
           17020522         G01                          No
           17020523         G01                          No
           17020524         G01                          No
           17020525         G01                          No
           17020526         G01                          No
           17020527         G01                          No
           17020528         G01                          No
           17020529         G01                          No
           17020530         G01                          No
           17020531         G01                          No
           17020532         G01                          No
           17020533         G01                          No
           17020534         G01                          No
           17020535         G01                          No
           17020536         G01                          No
           17020537         G01                          No
           17020538         G01                          No
           17020539         G01                          No
           17020700         G01                          No
           17020701         G01                          No
           17020702         G01                          No
           17020540         G01                          No
           17020703         G01                          No
           17020541         G01                          No
           17020704         G01                          No
           17020542         G01                          No
           17020705         G01                          No
           17020543         G01                          No
           17020706         G01                          No
           17020544         G01                          No
           17020707         G01                          No
           17020545         G01                          No
           17020708         G01                          No
           17020546         G01                          No
           17020547         G01                          No
           17020385         G01                          No
           17020548         G01                          No
           17020386         G01                          No
           17020549         G01                          No
           17020387         G01                          No
           17020388         G01                          No
           17020389         G01                          No
           17020710         G01                          No
           17020711         G01                          No
           17020550         G01                          No
           17020712         G01                          No
           17020551         G01                          No
           17020713         G01                          No
           17020714         G01                          No
           17020552         G01                          No
           17020715         G01                          No
           17020553         G01                          No
           17020391         G01                          No
           17020392         G01                          No
           17020554         G01                          No
           17020716         G01                          No
           17020717         G01                          No
           17020555         G01                          No
           17020393         G01                          No
           17020718         G01                          No
           17020556         G01                          No
           17020394         G01                          No
           17020395         G01                          No
           17020557         G01                          No
           17020719         G01                          No
           17020558         G01                          No
           17020397         G01                          No
           17020559         G01                          No
           17020398         G01                          No
           17020399         G01                          No
           17020720         G01                          No
           17020721         G01                          No
           17020722         G01                          No
           17020560         G01                          No
           17020723         G01                          No
           17020561         G01                          No
           17020724         G01                          No
           17020562         G01                          No
           17020725         G01                          No
           17020563         G01                          No
           17020726         G01                          No
           17020564         G01                          No
           17020727         G01                          No
           17020565         G01                          No
           17020728         G01                          No
           17020566         G01                          No
           17020729         G01                          No
           17020567         G01                          No
           17020568         G01                          No
           17020569         G01                          No
           17020730         G01                          No
           17020731         G01                          No
           17020732         G01                          No
           17020570         G01                          No
           17020733         G01                          No
           17020571         G01                          No
           17020734         G01                          No
           17020572         G01                          No
           17020735         G01                          No
           17020573         G01                          No
           17020736         G01                          No
           17020487         G01                          No
           17020488         G01                          No
           17020489         G01                          No
           17020810         G01                          No
           17020811         G01                          No
           17020650         G01                          No
           17020791         G01                          No
           17020792         G01                          No
           17020793         G01                          No
           17020794         G01                          No
           17020795         G01                          No
           17020796         G01                          No
           17020797         G01                          No
           17020798         G01                          No
           17020799         G01                          No
           17020790         G01                          No
           17020646         G01                          No
           17020484         G01                          No
           17020808         G01                          No
           17020647         G01                          No
           17020485         G01                          No
           17020809         G01                          No
           17020648         G01                          No
           17020486         G01                          No
           17020649         G01                          No
           17020781         G01                          No
           17020782         G01                          No
           17020783         G01                          No
           17020784         G01                          No
           17020785         G01                          No
           17020786         G01                          No
           17020787         G01                          No
           17020788         G01                          No
           17020789         G01                          No
           17020612         G01                          No
           17020450         G01                          No
           17020613         G01                          No
           17020451         G01                          No
           17020614         G01                          No
           17020452         G01                          No
           17020615         G01                          No
           17020453         G01                          No
           17020616         G01                          No
           17020454         G01                          No
           17020617         G01                          No
           17020455         G01                          No
           17020456         G01                          No
           17020618         G01                          No
           17020619         G01                          No
           17020457         G01                          No
           17020458         G01                          No
           17020459         G01                          No
           17020620         G01                          No
           17020621         G01                          No
           17020622         G01                          No
           17020460         G01                          No
           17020623         G01                          No
           17020461         G01                          No
           17020624         G01                          No
           17020462         G01                          No
           17020625         G01                          No
           17020463         G01                          No
           17020626         G01                          No
           17020464         G01                          No
           17020627         G01                          No
           17020465         G01                          No
           17020628         G01                          No
           17020466         G01                          No
           17020629         G01                          No
           17020467         G01                          No
           17020468         G01                          No
           17020469         G01                          No
           17020630         G01                          No
           17020631         G01                          No
           17020632         G01                          No
           17020470         G01                          No
           17020633         G01                          No
           17020471         G01                          No
           17020634         G01                          No
           17020472         G01                          No
           17020635         G01                          No
           17020473         G01                          No
           17020636         G01                          No
           17020474         G01                          No
           17020637         G01                          No
           17020475         G01                          No
           17020638         G01                          No
           17020476         G01                          No
           17020477         G01                          No
           17020478         G01                          No
           17020479         G01                          No
           17020800         G01                          No
           17020801         G01                          No
           17020640         G01                          No
           17020802         G01                          No
           17020641         G01                          No
           17020803         G01                          No
           17020642         G01                          No
           17020480         G01                          No
           17020804         G01                          No
           17020643         G01                          No
           17020481         G01                          No
           17020805         G01                          No
           17020644         G01                          No
           17020482         G01                          No
           17020806         G01                          No
           17020645         G01                          No
           17020483         G01                          No
           17020807         G01                          No
           17020436         G01                          No
           17020437         G01                          No
           17020438         G01                          No
           17020439         G01                          No
           17020600         G01                          No
           17020601         G01                          No
           17020602         G01                          No
           17020440         G01                          No
           17020603         G01                          No
           17020441         G01                          No
           17020604         G01                          No
           17020442         G01                          No
           17020605         G01                          No
           17020606         G01                          No
           17020444         G01                          No
           17020607         G01                          No
           17020445         G01                          No
           17020608         G01                          No
           17020446         G01                          No
           17020609         G01                          No
           17020447         G01                          No
           17020448         G01                          No
           17020449         G01                          No
           17020610         G01                          No
           17020611         G01                          No
           17020771         G01                          No
           17020772         G01                          No
           17020773         G01                          No
           17020774         G01                          No
           17020775         G01                          No
           17020777         G01                          No
           17020778         G01                          No
           17020779         G01                          No
           17020780         G01                          No
           17020400         G01                          No
           17020401         G01                          No
           17020402         G01                          No
           17020403         G01                          No
           17020404         G01                          No
           17020405         G01                          No
           17020406         G01                          No
           17020407         G01                          No
           17020408         G01                          No
           17020409         G01                          No
           17020410         G01                          No
           17020411         G01                          No
           17020412         G01                          No
           17020413         G01                          No
           17020415         G01                          No
           17020416         G01                          No
           17020417         G01                          No
           17020418         G01                          No
           17020419         G01                          No
           17020420         G01                          No
           17020421         G01                          No
           17020422         G01                          No
           17020423         G01                          No
           17020424         G01                          No
           17020425         G01                          No
           17020427         G01                          No
           17020428         G01                          No
           17020429         G01                          No
           17020430         G01                          No
           17020431         G01                          No
           17020432         G01                          No
           17020433         G01                          No
           17020434         G01                          No
           17020761         G01                          No
           17020762         G01                          No
           17020763         G01                          No
           17020764         G01                          No
           17020765         G01                          No
           17020766         G01                          No
           17020767         G01                          No
           17020768         G01                          No
           17020769         G01                          No
           17020770         G01                          No
           17020851         G01                          No
           17020852         G01                          No
           17020690         G01                          No
           17020853         G01                          No
           17020691         G01                          No
           17020854         G01                          No
           17020692         G01                          No
           17020855         G01                          No
           17020693         G01                          No
           17020856         G01                          No
           17020694         G01                          No
           17020857         G01                          No
           17020695         G01                          No
           17020858         G01                          No
           17020696         G01                          No
           17020859         G01                          No
           17020697         G01                          No
           17020698         G01                          No
           17020699         G01                          No
           17020860         G01                          No
           17020861         G01                          No
           17020862         G01                          No
           17020740         G01                          No
           17020741         G01                          No
           17020742         G01                          No
           17020580         G01                          No
           17020743         G01                          No
           17020581         G01                          No
           17020744         G01                          No
           17020582         G01                          No
           17020745         G01                          No
           17020583         G01                          No
           17020746         G01                          No
           17020584         G01                          No
           17020747         G01                          No
           17020585         G01                          No
           17020748         G01                          No
           17020586         G01                          No
           17020749         G01                          No
           17020587         G01                          No
           17020588         G01                          No
           17020589         G01                          No
           17020750         G01                          No
           17020751         G01                          No
           17020590         G01                          No
           17020752         G01                          No
           17020591         G01                          No
           17020753         G01                          No
           17020592         G01                          No
           17020754         G01                          No
           17020593         G01                          No
           17020755         G01                          No
           17020594         G01                          No
           17020756         G01                          No
           17020595         G01                          No
           17020757         G01                          No
           17020596         G01                          No
           17020758         G01                          No
           17020597         G01                          No
           17020759         G01                          No
           17020598         G01                          No
           17020599         G01                          No
           17020760         G01                          No
           17020738         G01                          No
           17020576         G01                          No
           17020739         G01                          No
           17020577         G01                          No
           17020578         G01                          No
           17020390         G01                          No
           17149253         G02                          No
           17129133         G02                          No
           17120372         G02                          No
           17120377         G02                          No
           17120399         G02                          No
           17129138         G02                          No
           17120386         G02                          No
           17120389         G02                          No
           17120412         G02                          No
           17120421         G02                          No
           17120390         G02                          No
           17120391         G02                          No
           17120392         G02                          No
           17120393         G02                          No
           17120394         G02                          No
           17120395         G02                          No
           17120397         G02                          No
           17120398         G02                          No
           17120385         G02                          No
           17120387         G02                          No
           17120388         G02                          No
           17120384         G02                          No
           17120330         G02                          No
           17120331         G02                          No
           17120332         G02                          No
           17120333         G02                          No
           17120334         G02                          No
           17120335         G02                          No
           17120336         G02                          No
           17120337         G02                          No
           17120338         G02                          No
           17120339         G02                          No
           17120341         G02                          No
           17120342         G02                          No
           17120343         G02                          No
           17120344         G02                          No
           17120346         G02                          No
           17120347         G02                          No
           17120348         G02                          No
           17120349         G02                          No
           17120350         G02                          No
           17120351         G02                          No
           17120353         G02                          No
           17120354         G02                          No
           17120355         G02                          No
           17120356         G02                          No
           17120357         G02                          No
           17120358         G02                          No
           17120359         G02                          No
           17120360         G02                          No
           17120361         G02                          No
           17120362         G02                          No
           17120363         G02                          No
           17120364         G02                          No
           17120365         G02                          No
           17120366         G02                          No
           17120367         G02                          No
           17120370         G02                          No
           17120371         G02                          No
           17120373         G02                          No
           17120374         G02                          No
           17120375         G02                          No
           17120376         G02                          No
           17120378         G02                          No
           17120379         G02                          No
           17120380         G02                          No
           17120381         G02                          No
           17120382         G02                          No
           17120383         G02                          No
           17120327         G02                          No
           17120328         G02                          No
           17149240         G02                          No
           17149241         G02                          No
           17149242         G02                          No
           17149243         G02                          No
           17149244         G02                          No
           17149245         G02                          No
           17149246         G02                          No
           17149247         G02                          No
           17149248         G02                          No
           17149249         G02                          No
           17149250         G02                          No
           17149251         G02                          No
           17149252         G02                          No
           17149100         G02                          No
           17149101         G02                          No
           17149102         G02                          No
           17129130         G02                          No
           17129131         G02                          No
           17129132         G02                          No
           17129134         G02                          No
           17129135         G02                          No
           17129136         G02                          No
           17129137         G02                          No
           17129139         G02                          No
           17129140         G02                          No
           17129141         G02                          No
           17129142         G02                          No
           17129144         G02                          No
           17129145         G02                          No
           17129127         G02                          No
           17129128         G02                          No
           17129129         G02                          No
           17120410         G02                          No
           17120411         G02                          No
           17120413         G02                          No
           17120414         G02                          No
           17120415         G02                          No
           17120416         G02                          No
           17120417         G02                          No
           17120418         G02                          No
           17120419         G02                          No
           17120420         G02                          No
           17120422         G02                          No
           17120423         G02                          No
           17120424         G02                          No
           17120425         G02                          No
           17120426         G02                          No
           17149077         G02                          No
           17149078         G02                          No
           17149079         G02                          No
           17149080         G02                          No
           17149081         G02                          No
           17149082         G02                          No
           17149083         G02                          No
           17149084         G02                          No
           17149086         G02                          No
           17149087         G02                          No
           17149088         G02                          No
           17149089         G02                          No
           17149090         G02                          No
           17149091         G02                          No
           17120401         G02                          No
           17120402         G02                          No
           17120403         G02                          No
           17120404         G02                          No
           17120405         G02                          No
           17120406         G02                          No
           17120407         G02                          No
           17120408         G02                          No
           17120409         G02                          No
           17149092         G02                          No
           17149093         G02                          No
           17149094         G02                          No
           17149095         G02                          No
           17149096         G02                          No
           17149097         G02                          No
           17149098         G02                          No
           17149099         G02                          No
           17120498         G03                          No
           17120455         G03                          No
           17120477         G03                          No
           17120490         G03                          No
           17120532         G03                          No
           17120544         G03                          No
           17120540         G03                          No
           17120541         G03                          No
           17120542         G03                          No
           17120543         G03                          No
           17120545         G03                          No
           17120546         G03                          No
           17120547         G03                          No
           17120548         G03                          No
           17120549         G03                          No
           17120550         G03                          No
           17120551         G03                          No
           17120552         G03                          No
           17120553         G03                          No
           17120554         G03                          No
           17120555         G03                          No
           17120556         G03                          No
           17120557         G03                          No
           17120558         G03                          No
           17120559         G03                          No
           17120560         G03                          No
           17120561         G03                          No
           17120562         G03                          No
           17120563         G03                          No
           17120564         G03                          No
           17120565         G03                          No
           17120566         G03                          No
           17120567         G03                          No
           17120568         G03                          No
           17120569         G03                          No
           17120570         G03                          No
           17120571         G03                          No
           17120572         G03                          No
           17120573         G03                          No
           17120574         G03                          No
           17120575         G03                          No
           17120576         G03                          No
           17120526         G03                          No
           17120527         G03                          No
           17120528         G03                          No
           17120529         G03                          No
           17120530         G03                          No
           17120531         G03                          No
           17120533         G03                          No
           17120534         G03                          No
           17120535         G03                          No
           17120536         G03                          No
           17120537         G03                          No
           17120538         G03                          No
           17120539         G03                          No
           17120510         G03                          No
           17120511         G03                          No
           17120512         G03                          No
           17120513         G03                          No
           17120514         G03                          No
           17120515         G03                          No
           17120516         G03                          No
           17120517         G03                          No
           17120518         G03                          No
           17120519         G03                          No
           17120520         G03                          No
           17120521         G03                          No
           17120522         G03                          No
           17120523         G03                          No
           17120524         G03                          No
           17120525         G03                          No
           17120500         G03                          No
           17120501         G03                          No
           17120502         G03                          No
           17120503         G03                          No
           17120504         G03                          No
           17120505         G03                          No
           17120506         G03                          No
           17120507         G03                          No
           17120508         G03                          No
           17120509         G03                          No
           17149110         G03                          No
           17149111         G03                          No
           17149112         G03                          No
           17149113         G03                          No
           17149103         G03                          No
           17149105         G03                          No
           17149106         G03                          No
           17149107         G03                          No
           17149108         G03                          No
           17149109         G03                          No
           17120450         G03                          No
           17120451         G03                          No
           17120452         G03                          No
           17120453         G03                          No
           17120454         G03                          No
           17120456         G03                          No
           17120457         G03                          No
           17120458         G03                          No
           17120459         G03                          No
           17120460         G03                          No
           17120461         G03                          No
           17120462         G03                          No
           17120463         G03                          No
           17120464         G03                          No
           17120465         G03                          No
           17120466         G03                          No
           17120467         G03                          No
           17120468         G03                          No
           17120469         G03                          No
           17120470         G03                          No
           17120471         G03                          No
           17120472         G03                          No
           17120473         G03                          No
           17120474         G03                          No
           17120476         G03                          No
           17120478         G03                          No
           17120479         G03                          No
           17120480         G03                          No
           17120481         G03                          No
           17120482         G03                          No
           17120483         G03                          No
           17120484         G03                          No
           17120485         G03                          No
           17120486         G03                          No
           17120487         G03                          No
           17120488         G03                          No
           17120489         G03                          No
           17120491         G03                          No
           17120492         G03                          No
           17120493         G03                          No
           17120494         G03                          No
           17120495         G03                          No
           17120496         G03                          No
           17120499         G03                          No
           17120429         G03                          No
           17120430         G03                          No
           17120431         G03                          No
           17120432         G03                          No
           17120433         G03                          No
           17120434         G03                          No
           17120436         G03                          No
           17120437         G03                          No
           17120438         G03                          No
           17120440         G03                          No
           17120441         G03                          No
           17120442         G03                          No
           17120443         G03                          No
           17120444         G03                          No
           17120445         G03                          No
           17120446         G03                          No
           17120447         G03                          No
           17120448         G03                          No
           17120449         G03                          No
           17181086         G01                          No
           17171924         G01                          No
           17172078         G01                          No
           17175048         G01                          No
           17175049         G01                          No
           17171987         G01                          No
           17172020         G01                          No
           17203440         G01                          No
           17172004         G01                          No
           17172023         G01                          No
           17172005         G01                          No
           17203443         G01                          No
           17203445         G01                          No
           17203409         G01                          No
           17172044         G01                          No
           17203427         G01                          No
           17172008         G01                          No
           17181117         G01                          No
           17172064         G01                          No
           17203267         G01                          No
           17175071         G01                          No
           17172065         G01                          No
           17175054         G01                          No
           17172048         G01                          No
           17172049         G01                          No
           17171951         G01                          No
           17171995         G01                          No
           17203410         G01                          No
           17181120         G01                          No
           17172112         G01                          No
           17172014         G01                          No
           17203451         G01                          No
           17172051         G01                          No
           17203255         G01                          No
           17172053         G01                          No
           17203437         G01                          No
           17172036         G01                          No
           17172136         G01                          No
           17172073         G01                          No
           17172055         G01                          No
           17203294         G01                          No
           17203278         G01                          No
           17203359         G01                          No
           17172039         G01                          No
           17203396         G01                          No
           17203423         G01                          No
           17203388         G01                          No
           17203364         G01                          No
           17203354         G01                          No
           17203317         G01                          No
           17171965         G01                          No
           17203331         G01                          No
           17172132         G01                          No
           17172133         G01                          No
           17172127         G01                          No
           17172130         G01                          No
           17172104         G01                          No
           17172114         G01                          No
           17172125         G01                          No
           17172126         G01                          No
           17171998         G01                          No
           17172001         G01                          No
           17172002         G01                          No
           17172010         G01                          No
           17172022         G01                          No
           17172033         G01                          No
           17172041         G01                          No
           17172057         G01                          No
           17172061         G01                          No
           17172068         G01                          No
           17172074         G01                          No
           17172084         G01                          No
           17172086         G01                          No
           17171926         G01                          No
           17171946         G01                          No
           17171952         G01                          No
           17171957         G01                          No
           17171960         G01                          No
           17171979         G01                          No
           17171980         G01                          No
           17171983         G01                          No
           17171990         G01                          No
           17171992         G01                          No
           17171922         G01                          No
           17203303         G01                          No
           17203452         G01                          No
           17203340         G01                          No
           17203351         G01                          No
           17203283         G01                          No
           17203252         G01                          No
           17203412         G01                          No
           17203321         G01                          No
           17203385         G01                          No
           17203392         G01                          No
           17203401         G01                          No
           17203435         G01                          No
           17203383         G01                          No
           17203323         G01                          No
           17203449         G01                          No
           17203328         G01                          No
           17203339         G01                          No
           17203315         G01                          No
           17203257         G01                          No
           17203295         G01                          No
           17203290         G01                          No
           17203299         G01                          No
           17203424         G01                          No
           17203379         G01                          No
           17203256         G01                          No
           17203422         G01                          No
           17203253         G01                          No
           17203312         G01                          No
           17203293         G01                          No
           17203418         G01                          No
           17203314         G01                          No
           17203448         G01                          No
           17203384         G01                          No
           17203281         G01                          No
           17203348         G01                          No
           17203390         G01                          No
           17203310         G01                          No
           17203363         G01                          No
           17203425         G01                          No
           17203373         G01                          No
           17203266         G01                          No
           17203358         G01                          No
           17203429         G01                          No
           17203371         G01                          No
           17203337         G01                          No
           17203421         G01                          No
           17203430         G01                          No
           17203247         G01                          No
           17203320         G01                          No
           17203405         G01                          No
           17203270         G01                          No
           17203362         G01                          No
           17203361         G01                          No
           17203272         G01                          No
           17203350         G01                          No
           17203403         G01                          No
           17203301         G01                          No
           17203349         G01                          No
           17203338         G01                          No
           17203345         G01                          No
           17203307         G01                          No
           17203357         G01                          No
           17203442         G01                          No
           17203277         G01                          No
           17203280         G01                          No
           17203344         G01                          No
           17203381         G01                          No
           17203436         G01                          No
           17203333         G01                          No
           17203316         G01                          No
           17203305         G01                          No
           17203292         G01                          No
           17203419         G01                          No
           17203433         G01                          No
           17203438         G01                          No
           17203284         G01                          No
           17203275         G01                          No
           17203411         G01                          No
           17203324         G01                          No
           17203408         G01                          No
           17203300         G01                          No
           17203273         G01                          No
           17203446         G01                          No
           17203415         G01                          No
           17203389         G01                          No
           17203398         G01                          No
           17203274         G01                          No
           17203318         G01                          No
           17203391         G01                          No
           17203399         G01                          No
           17203450         G01                          No
           17203447         G01                          No
           17203453         G01                          No
           17203428         G01                          No
           17203313         G01                          No
           17203431         G01                          No
           17203417         G01                          No
           17203343         G01                          No
           17203360         G01                          No
           17203416         G01                          No
           17203406         G01                          No
           17203367         G01                          No
           17203380         G01                          No
           17203286         G01                          No
           17203330         G01                          No
           17203249         G01                          No
           17203342         G01                          No
           17203346         G01                          No
           17203264         G01                          No
           17203322         G01                          No
           17203397         G01                          No
           17203407         G01                          No
           17203336         G01                          No
           17203374         G01                          No
           17203329         G01                          No
           17203327         G01                          No
           17203369         G01                          No
           17203335         G01                          No
           17203291         G01                          No
           17203289         G01                          No
           17203372         G01                          No
           17203296         G01                          No
           17203254         G01                          No
           17203444         G01                          No
           17203365         G01                          No
           17203259         G01                          No
           17203366         G01                          No
           17203353         G01                          No
           17203285         G01                          No
           17203352         G01                          No
           17203306         G01                          No
           17203414         G01                          No
           17203393         G01                          No
           17203382         G01                          No
           17203302         G01                          No
           17203356         G01                          No
           17203387         G01                          No
           17203377         G01                          No
           17203308         G01                          No
           17203276         G01                          No
           17203288         G01                          No
           17203378         G01                          No
           17203376         G01                          No
           17203370         G01                          No
           17203248         G01                          No
           17203341         G01                          No
           17203334         G01                          No
           17203395         G01                          No
           17203332         G01                          No
           17203309         G01                          No
           17203375         G01                          No
           17203279         G01                          No
           17203386         G01                          No
           17203311         G01                          No
           17203420         G01                          No
           17203402         G01                          No
           17203439         G01                          No
           17203297         G01                          No
           17203282         G01                          No
           17203368         G01                          No
           17203394         G01                          No
           17203400         G01                          No
           17203355         G01                          No
           17203404         G01                          No
           17203426         G01                          No
           17203298         G01                          No
           17203304         G01                          No
           17203434         G01                          No
           17171962         G01                          No
           17171963         G01                          No
           17171966         G01                          No
           17171967         G01                          No
           17171968         G01                          No
           17171969         G01                          No
           17171970         G01                          No
           17171971         G01                          No
           17171973         G01                          No
           17171974         G01                          No
           17171978         G01                          No
           17171982         G01                          No
           17171985         G01                          No
           17171986         G01                          No
           17171988         G01                          No
           17171989         G01                          No
           17171991         G01                          No
           17171993         G01                          No
           17171996         G01                          No
           17171999         G01                          No
           17171950         G01                          No
           17171955         G01                          No
           17171916         G01                          No
           17171917         G01                          No
           17171918         G01                          No
           17171919         G01                          No
           17171920         G01                          No
           17171921         G01                          No
           17171923         G01                          No
           17171925         G01                          No
           17171927         G01                          No
           17171933         G01                          No
           17171935         G01                          No
           17171937         G01                          No
           17171939         G01                          No
           17171945         G01                          No
           17171949         G01                          No
           17175070         G01                          No
           17175072         G01                          No
           17175056         G01                          No
           17175057         G01                          No
           17175059         G01                          No
           17175060         G01                          No
           17175061         G01                          No
           17175062         G01                          No
           17175063         G01                          No
           17175064         G01                          No
           17175065         G01                          No
           17175066         G01                          No
           17175067         G01                          No
           17175068         G01                          No
           17175069         G01                          No
           17175031         G01                          No
           17175032         G01                          No
           17175034         G01                          No
           17175035         G01                          No
           17175036         G01                          No
           17175037         G01                          No
           17175040         G01                          No
           17175041         G01                          No
           17175042         G01                          No
           17175043         G01                          No
           17175045         G01                          No
           17175046         G01                          No
           17175047         G01                          No
           17175050         G01                          No
           17175051         G01                          No
           17175052         G01                          No
           17175053         G01                          No
           17175024         G01                          No
           17175025         G01                          No
           17175026         G01                          No
           17175027         G01                          No
           17175028         G01                          No
           17175029         G01                          No
           17172120         G01                          No
           17172121         G01                          No
           17172122         G01                          No
           17172123         G01                          No
           17172124         G01                          No
           17172128         G01                          No
           17172129         G01                          No
           17172131         G01                          No
           17172134         G01                          No
           17172135         G01                          No
           17172137         G01                          No
           17172138         G01                          No
           17172139         G01                          No
           17172100         G01                          No
           17172101         G01                          No
           17172102         G01                          No
           17172103         G01                          No
           17172105         G01                          No
           17172106         G01                          No
           17172107         G01                          No
           17172108         G01                          No
           17172109         G01                          No
           17172110         G01                          No
           17172111         G01                          No
           17172113         G01                          No
           17172115         G01                          No
           17172116         G01                          No
           17172117         G01                          No
           17172119         G01                          No
           17181161         G01                          No
           17172090         G01                          No
           17181162         G01                          No
           17172091         G01                          No
           17172092         G01                          No
           17172093         G01                          No
           17172094         G01                          No
           17172095         G01                          No
           17172097         G01                          No
           17172098         G01                          No
           17172099         G01                          No
           17181150         G01                          No
           17181151         G01                          No
           17172080         G01                          No
           17181152         G01                          No
           17172081         G01                          No
           17181153         G01                          No
           17172082         G01                          No
           17181154         G01                          No
           17172083         G01                          No
           17172085         G01                          No
           17181158         G01                          No
           17172087         G01                          No
           17181159         G01                          No
           17172088         G01                          No
           17172089         G01                          No
           17172060         G01                          No
           17181132         G01                          No
           17181133         G01                          No
           17172062         G01                          No
           17181134         G01                          No
           17172063         G01                          No
           17181135         G01                          No
           17181136         G01                          No
           17172066         G01                          No
           17181138         G01                          No
           17172067         G01                          No
           17172069         G01                          No
           17181140         G01                          No
           17172070         G01                          No
           17172071         G01                          No
           17181143         G01                          No
           17172072         G01                          No
           17181145         G01                          No
           17181146         G01                          No
           17172075         G01                          No
           17181147         G01                          No
           17172076         G01                          No
           17181148         G01                          No
           17172077         G01                          No
           17172079         G01                          No
           17181130         G01                          No
           17181131         G01                          No
           17181121         G01                          No
           17172050         G01                          No
           17181122         G01                          No
           17181123         G01                          No
           17172052         G01                          No
           17181124         G01                          No
           17181125         G01                          No
           17172054         G01                          No
           17181126         G01                          No
           17172056         G01                          No
           17172059         G01                          No
           17172047         G01                          No
           17181119         G01                          No
           17172021         G01                          No
           17172024         G01                          No
           17172025         G01                          No
           17172026         G01                          No
           17172027         G01                          No
           17172028         G01                          No
           17172029         G01                          No
           17181100         G01                          No
           17181101         G01                          No
           17172030         G01                          No
           17181102         G01                          No
           17172031         G01                          No
           17172032         G01                          No
           17181104         G01                          No
           17181105         G01                          No
           17172034         G01                          No
           17181106         G01                          No
           17172035         G01                          No
           17181107         G01                          No
           17181108         G01                          No
           17172037         G01                          No
           17181109         G01                          No
           17172038         G01                          No
           17181110         G01                          No
           17181111         G01                          No
           17172040         G01                          No
           17181112         G01                          No
           17181113         G01                          No
           17172042         G01                          No
           17181114         G01                          No
           17172043         G01                          No
           17181115         G01                          No
           17181116         G01                          No
           17172045         G01                          No
           17172046         G01                          No
           17172017         G01                          No
           17172018         G01                          No
           17172019         G01                          No
           17172000         G01                          No
           17172006         G01                          No
           17172007         G01                          No
           17172009         G01                          No
           17172011         G01                          No
           17172013         G01                          No
           17172015         G01                          No
           17172016         G01                          No
           17181088         G01                          No
           17181090         G01                          No
           17181092         G01                          No
           17181093         G01                          No
           17181094         G01                          No
           17181095         G01                          No
           17181096         G01                          No
           17181097         G01                          No
           17181099         G01                          No
           17181082         G01                          No
           17181083         G01                          No
           17181084         G01                          No
           17181085         G01                          No
           17172140         G01                          No
           17172141         G01                          No
           17172142         G01                          No
           17175038         G01                          No
           17175039         G01                          No
           17175044         G01                          No
           17175073         G01                          No
           17181098         G01                          No
           17181103         G01                          No
           17181118         G01                          No
           17181128         G01                          No
           17181129         G01                          No
           17181137         G01                          No
           17181139         G01                          No
           17181144         G01                          No
           17181149         G01                          No
           17181155         G01                          No
           17181156         G01                          No
           17181157         G01                          No
           17181160         G01                          No
           17171928         G01                          No
           17171929         G01                          No
           17171930         G01                          No
           17171931         G01                          No
           17171932         G01                          No
           17171934         G01                          No
           17171936         G01                          No
           17171938         G01                          No
           17171940         G01                          No
           17171941         G01                          No
           17171942         G01                          No
           17171943         G01                          No
           17171944         G01                          No
           17171947         G01                          No
           17171948         G01                          No
           17171953         G01                          No
           17171954         G01                          No
           17171956         G01                          No
           17171958         G01                          No
           17171959         G01                          No
           17171961         G01                          No
           17171964         G01                          No
           17171975         G01                          No
           17171976         G01                          No
           17171977         G01                          No
           17171981         G01                          No
           17171984         G01                          No
           17171994         G01                          No
           17171997         G01                          No
           17172003         G01                          No
           17172058         G01                          No
           17175030         G01                          No
           17175033         G01                          No
           17175055         G01                          No
           17181087         G01                          No
           17181089         G01                          No
           17181091         G01                          No
           17181127         G01                          No
           17172118         G01                          No
           17181142         G01                          No

           LOAN_SEQ            PRODUCT                AM_TYPE
           17020574         5/1LIBOR  IO                ARMS
           17020737         5/1LIBOR  IO                ARMS
           17020575         5/1LIBOR  IO                ARMS
           17020498         5/1LIBOR  IO                ARMS
           17020499         5/1LIBOR                    ARMS
           17020820         5/1LIBOR  IO                ARMS
           17020821         5/1LIBOR  IO                ARMS
           17020660         5/1LIBOR  IO                ARMS
           17020822         5/1LIBOR  IO                ARMS
           17020661         5/1LIBOR  IO                ARMS
           17020823         5/1LIBOR  IO                ARMS
           17020662         5/1LIBOR  IO                ARMS
           17020824         5/1LIBOR  IO                ARMS
           17020663         5/1LIBOR  IO                ARMS
           17020825         5/1LIBOR  IO                ARMS
           17020664         5/1LIBOR  IO                ARMS
           17020826         5/1LIBOR  IO                ARMS
           17020665         5/1LIBOR  IO                ARMS
           17020827         5/1LIBOR  IO                ARMS
           17020828         5/1LIBOR  IO                ARMS
           17020667         5/1LIBOR  IO                ARMS
           17020829         5/1LIBOR  IO                ARMS
           17020668         5/1LIBOR  IO                ARMS
           17020669         5/1LIBOR  IO                ARMS
           17020830         5/1LIBOR  IO                ARMS
           17020831         5/1LIBOR  IO                ARMS
           17020670         5/1LIBOR  IO                ARMS
           17020832         5/1LIBOR  IO                ARMS
           17020833         5/1LIBOR  IO                ARMS
           17020671         5/1LIBOR  IO                ARMS
           17020834         5/1LIBOR  IO                ARMS
           17020672         5/1LIBOR  IO                ARMS
           17020835         5/1LIBOR  IO                ARMS
           17020673         5/1LIBOR                    ARMS
           17020836         5/1LIBOR  IO                ARMS
           17020674         5/1LIBOR  IO                ARMS
           17020837         5/1LIBOR  IO                ARMS
           17020675         5/1LIBOR  IO                ARMS
           17020838         5/1LIBOR  IO                ARMS
           17020676         5/1LIBOR  IO                ARMS
           17020839         5/1LIBOR  IO                ARMS
           17020677         5/6LIBOR  IO                ARMS
           17020678         5/6LIBOR  IO                ARMS
           17020679         5/6LIBOR  IO                ARMS
           17020840         5/1LIBOR  IO                ARMS
           17020841         5/1LIBOR  IO                ARMS
           17020842         5/1LIBOR  IO                ARMS
           17020680         5/6LIBOR  IO                ARMS
           17020843         5/1LIBOR  IO                ARMS
           17020681         5/1LIBOR  IO                ARMS
           17020844         5/1LIBOR  IO                ARMS
           17020682         5/1LIBOR  IO                ARMS
           17020845         5/1LIBOR  IO                ARMS
           17020683         5/1LIBOR  IO                ARMS
           17020846         5/1LIBOR  IO                ARMS
           17020684         5/1LIBOR  IO                ARMS
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           17181086         5/1LIBOR  IO                ARMS
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           17203303         5/6LIBOR  IO                ARMS
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           17203297         5/1LIBOR                    ARMS
           17203282         5/1LIBOR  IO                ARMS
           17203368         5/1LIBOR  IO                ARMS
           17203394         5/1LIBOR  IO                ARMS
           17203400         5/1LIBOR  IO                ARMS
           17203355         5/1LIBOR  IO                ARMS
           17203404         5/1LIBOR                    ARMS
           17203426         5/1LIBOR                    ARMS
           17203298         5/1LIBOR  IO                ARMS
           17203304         5/1LIBOR  IO                ARMS
           17203434         5/1LIBOR  IO                ARMS
           17171962         5/1LIBOR  IO                ARMS
           17171963         5/1LIBOR  IO                ARMS
           17171966         5/1LIBOR  IO                ARMS
           17171967         5/1LIBOR                    ARMS
           17171968         5/1LIBOR  IO                ARMS
           17171969         5/1LIBOR  IO                ARMS
           17171970         5/1LIBOR  IO                ARMS
           17171971         5/1LIBOR  IO                ARMS
           17171973         5/1LIBOR  IO                ARMS
           17171974         5/1LIBOR  IO                ARMS
           17171978         5/1LIBOR                    ARMS
           17171982         5/1LIBOR  IO                ARMS
           17171985         5/6LIBOR  IO                ARMS
           17171986         5/1LIBOR  IO                ARMS
           17171988         5/1LIBOR  IO                ARMS
           17171989         5/1LIBOR  IO                ARMS
           17171991         5/1LIBOR  IO                ARMS
           17171993         5/1LIBOR  IO                ARMS
           17171996         5/1LIBOR  IO                ARMS
           17171999         5/1LIBOR  IO                ARMS
           17171950         5/6LIBOR  IO                ARMS
           17171955         5/1LIBOR  IO                ARMS
           17171916         5/1LIBOR  IO                ARMS
           17171917         5/1LIBOR  IO                ARMS
           17171918         5/1LIBOR  IO                ARMS
           17171919         5/1LIBOR                    ARMS
           17171920         5/1LIBOR  IO                ARMS
           17171921         5/1LIBOR  IO                ARMS
           17171923         5/1LIBOR  IO                ARMS
           17171925         5/1LIBOR  IO                ARMS
           17171927         5/1LIBOR  IO                ARMS
           17171933         5/1LIBOR  IO                ARMS
           17171935         5/1LIBOR  IO                ARMS
           17171937         5/1LIBOR  IO                ARMS
           17171939         5/1LIBOR  IO                ARMS
           17171945         5/1LIBOR  IO                ARMS
           17171949         5/1LIBOR  IO                ARMS
           17175070         5/1LIBOR  IO                ARMS
           17175072         5/1LIBOR  IO                ARMS
           17175056         5/1LIBOR  IO                ARMS
           17175057         5/1LIBOR  IO                ARMS
           17175059         5/1LIBOR                    ARMS
           17175060         5/1LIBOR                    ARMS
           17175061         5/1LIBOR  IO                ARMS
           17175062         5/1LIBOR  IO                ARMS
           17175063         5/1LIBOR  IO                ARMS
           17175064         5/1LIBOR  IO                ARMS
           17175065         5/1LIBOR  IO                ARMS
           17175066         5/1LIBOR  IO                ARMS
           17175067         5/1LIBOR                    ARMS
           17175068         5/1LIBOR  IO                ARMS
           17175069         5/1LIBOR  IO                ARMS
           17175031         5/1LIBOR  IO                ARMS
           17175032         5/1LIBOR  IO                ARMS
           17175034         5/1LIBOR                    ARMS
           17175035         5/1LIBOR  IO                ARMS
           17175036         5/1LIBOR  IO                ARMS
           17175037         5/1LIBOR  IO                ARMS
           17175040         5/1LIBOR                    ARMS
           17175041         5/1LIBOR  IO                ARMS
           17175042         5/1LIBOR  IO                ARMS
           17175043         5/1LIBOR  IO                ARMS
           17175045         5/1LIBOR  IO                ARMS
           17175046         5/1LIBOR  IO                ARMS
           17175047         5/1LIBOR  IO                ARMS
           17175050         5/1LIBOR  IO                ARMS
           17175051         5/1LIBOR  IO                ARMS
           17175052         5/1LIBOR  IO                ARMS
           17175053         5/1LIBOR  IO                ARMS
           17175024         5/6LIBOR  IO                ARMS
           17175025         5/1LIBOR  IO                ARMS
           17175026         5/1LIBOR  IO                ARMS
           17175027         5/1LIBOR  IO                ARMS
           17175028         5/1LIBOR  IO                ARMS
           17175029         5/1LIBOR  IO                ARMS
           17172120         5/1LIBOR  IO                ARMS
           17172121         5/1LIBOR  IO                ARMS
           17172122         5/1LIBOR  IO                ARMS
           17172123         5/1LIBOR                    ARMS
           17172124         5/1LIBOR  IO                ARMS
           17172128         5/1LIBOR  IO                ARMS
           17172129         5/1LIBOR  IO                ARMS
           17172131         5/1LIBOR  IO                ARMS
           17172134         5/1LIBOR  IO                ARMS
           17172135         5/1LIBOR  IO                ARMS
           17172137         5/1LIBOR  IO                ARMS
           17172138         5/1LIBOR  IO                ARMS
           17172139         5/1LIBOR  IO                ARMS
           17172100         5/1LIBOR  IO                ARMS
           17172101         5/1LIBOR                    ARMS
           17172102         5/1LIBOR  IO                ARMS
           17172103         5/1LIBOR  IO                ARMS
           17172105         5/1LIBOR  IO                ARMS
           17172106         5/1LIBOR  IO                ARMS
           17172107         5/1LIBOR                    ARMS
           17172108         5/1LIBOR                    ARMS
           17172109         5/1LIBOR  IO                ARMS
           17172110         5/1LIBOR  IO                ARMS
           17172111         5/1LIBOR                    ARMS
           17172113         5/1LIBOR  IO                ARMS
           17172115         5/1LIBOR  IO                ARMS
           17172116         5/1LIBOR  IO                ARMS
           17172117         5/1LIBOR  IO                ARMS
           17172119         5/1LIBOR  IO                ARMS
           17181161         5/1LIBOR  IO                ARMS
           17172090         5/1LIBOR  IO                ARMS
           17181162         5/1LIBOR  IO                ARMS
           17172091         5/1LIBOR  IO                ARMS
           17172092         5/1LIBOR  IO                ARMS
           17172093         5/1LIBOR  IO                ARMS
           17172094         5/1LIBOR  IO                ARMS
           17172095         5/1LIBOR  IO                ARMS
           17172097         5/1LIBOR  IO                ARMS
           17172098         5/1LIBOR  IO                ARMS
           17172099         5/1LIBOR  IO                ARMS
           17181150         5/1LIBOR  IO                ARMS
           17181151         5/1LIBOR                    ARMS
           17172080         5/1LIBOR  IO                ARMS
           17181152         5/1LIBOR  IO                ARMS
           17172081         5/1LIBOR  IO                ARMS
           17181153         5/1LIBOR                    ARMS
           17172082         5/1LIBOR  IO                ARMS
           17181154         5/1LIBOR  IO                ARMS
           17172083         5/1LIBOR                    ARMS
           17172085         5/1LIBOR  IO                ARMS
           17181158         5/1LIBOR  IO                ARMS
           17172087         5/1LIBOR  IO                ARMS
           17181159         5/1LIBOR  IO                ARMS
           17172088         5/1LIBOR  IO                ARMS
           17172089         5/1LIBOR  IO                ARMS
           17172060         5/1LIBOR  IO                ARMS
           17181132         5/1LIBOR                    ARMS
           17181133         5/1LIBOR  IO                ARMS
           17172062         5/1LIBOR  IO                ARMS
           17181134         5/1LIBOR                    ARMS
           17172063         5/1LIBOR  IO                ARMS
           17181135         5/1LIBOR                    ARMS
           17181136         5/1LIBOR  IO                ARMS
           17172066         5/1LIBOR  IO                ARMS
           17181138         5/1LIBOR  IO                ARMS
           17172067         5/1LIBOR  IO                ARMS
           17172069         5/1LIBOR  IO                ARMS
           17181140         5/1LIBOR  IO                ARMS
           17172070         5/1LIBOR  IO                ARMS
           17172071         5/1LIBOR                    ARMS
           17181143         5/1LIBOR  IO                ARMS
           17172072         5/1LIBOR  IO                ARMS
           17181145         5/1LIBOR  IO                ARMS
           17181146         5/1LIBOR                    ARMS
           17172075         5/1LIBOR  IO                ARMS
           17181147         5/1LIBOR  IO                ARMS
           17172076         5/1LIBOR                    ARMS
           17181148         5/1LIBOR  IO                ARMS
           17172077         5/1LIBOR  IO                ARMS
           17172079         5/1LIBOR  IO                ARMS
           17181130         5/1LIBOR  IO                ARMS
           17181131         5/1LIBOR  IO                ARMS
           17181121         5/1LIBOR                    ARMS
           17172050         5/1LIBOR                    ARMS
           17181122         5/1LIBOR  IO                ARMS
           17181123         5/1LIBOR  IO                ARMS
           17172052         5/1LIBOR  IO                ARMS
           17181124         5/1LIBOR  IO                ARMS
           17181125         5/1LIBOR  IO                ARMS
           17172054         5/1LIBOR  IO                ARMS
           17181126         5/1LIBOR  IO                ARMS
           17172056         5/1LIBOR  IO                ARMS
           17172059         5/1LIBOR  IO                ARMS
           17172047         5/1LIBOR  IO                ARMS
           17181119         5/1LIBOR  IO                ARMS
           17172021         5/1LIBOR  IO                ARMS
           17172024         5/1LIBOR                    ARMS
           17172025         5/1LIBOR  IO                ARMS
           17172026         5/1LIBOR                    ARMS
           17172027         5/1LIBOR  IO                ARMS
           17172028         5/1LIBOR  IO                ARMS
           17172029         5/1LIBOR  IO                ARMS
           17181100         5/1LIBOR  IO                ARMS
           17181101         5/1LIBOR  IO                ARMS
           17172030         5/1LIBOR  IO                ARMS
           17181102         5/1LIBOR  IO                ARMS
           17172031         5/1LIBOR  IO                ARMS
           17172032         5/1LIBOR                    ARMS
           17181104         5/1LIBOR  IO                ARMS
           17181105         5/1LIBOR  IO                ARMS
           17172034         5/1LIBOR  IO                ARMS
           17181106         5/1LIBOR  IO                ARMS
           17172035         5/1LIBOR  IO                ARMS
           17181107         5/1LIBOR  IO                ARMS
           17181108         5/1LIBOR  IO                ARMS
           17172037         5/1LIBOR  IO                ARMS
           17181109         5/1LIBOR  IO                ARMS
           17172038         5/1LIBOR  IO                ARMS
           17181110         5/1LIBOR  IO                ARMS
           17181111         5/1LIBOR  IO                ARMS
           17172040         5/1LIBOR  IO                ARMS
           17181112         5/1LIBOR  IO                ARMS
           17181113         5/1LIBOR  IO                ARMS
           17172042         5/1LIBOR  IO                ARMS
           17181114         5/1LIBOR  IO                ARMS
           17172043         5/1LIBOR  IO                ARMS
           17181115         5/1LIBOR                    ARMS
           17181116         5/1LIBOR  IO                ARMS
           17172045         5/1LIBOR  IO                ARMS
           17172046         5/1LIBOR  IO                ARMS
           17172017         5/1LIBOR                    ARMS
           17172018         5/1LIBOR                    ARMS
           17172019         5/1LIBOR  IO                ARMS
           17172000         5/1LIBOR  IO                ARMS
           17172006         5/1LIBOR  IO                ARMS
           17172007         5/1LIBOR  IO                ARMS
           17172009         5/1LIBOR  IO                ARMS
           17172011         5/1LIBOR  IO                ARMS
           17172013         5/1LIBOR  IO                ARMS
           17172015         5/1LIBOR  IO                ARMS
           17172016         5/1LIBOR  IO                ARMS
           17181088         5/1LIBOR  IO                ARMS
           17181090         5/1LIBOR  IO                ARMS
           17181092         5/1LIBOR  IO                ARMS
           17181093         5/1LIBOR  IO                ARMS
           17181094         5/1LIBOR  IO                ARMS
           17181095         5/1LIBOR  IO                ARMS
           17181096         5/1LIBOR  IO                ARMS
           17181097         5/1LIBOR  IO                ARMS
           17181099         5/1LIBOR  IO                ARMS
           17181082         5/1LIBOR  IO                ARMS
           17181083         5/1LIBOR  IO                ARMS
           17181084         5/1LIBOR  IO                ARMS
           17181085         5/1LIBOR  IO                ARMS
           17172140         5/1LIBOR  IO                ARMS
           17172141         5/1LIBOR  IO                ARMS
           17172142         5/1LIBOR  IO                ARMS
           17175038         5/1LIBOR  IO                ARMS
           17175039         5/1LIBOR  IO                ARMS
           17175044         5/1LIBOR  IO                ARMS
           17175073         5/1LIBOR  IO                ARMS
           17181098         5/1LIBOR  IO                ARMS
           17181103         5/1LIBOR  IO                ARMS
           17181118         5/1LIBOR  IO                ARMS
           17181128         5/1LIBOR  IO                ARMS
           17181129         5/1LIBOR  IO                ARMS
           17181137         5/1LIBOR  IO                ARMS
           17181139         5/1LIBOR  IO                ARMS
           17181144         5/1LIBOR                    ARMS
           17181149         5/1LIBOR  IO                ARMS
           17181155         5/1LIBOR  IO                ARMS
           17181156         5/1LIBOR  IO                ARMS
           17181157         5/1LIBOR  IO                ARMS
           17181160         5/1LIBOR  IO                ARMS
           17171928         5/1LIBOR  IO                ARMS
           17171929         5/1LIBOR  IO                ARMS
           17171930         5/1LIBOR  IO                ARMS
           17171931         5/1LIBOR  IO                ARMS
           17171932         5/1LIBOR                    ARMS
           17171934         5/1LIBOR  IO                ARMS
           17171936         5/1LIBOR  IO                ARMS
           17171938         5/1LIBOR  IO                ARMS
           17171940         5/1LIBOR  IO                ARMS
           17171941         5/1LIBOR  IO                ARMS
           17171942         5/1LIBOR  IO                ARMS
           17171943         5/1LIBOR  IO                ARMS
           17171944         5/1LIBOR  IO                ARMS
           17171947         5/1LIBOR  IO                ARMS
           17171948         5/1LIBOR  IO                ARMS
           17171953         5/1LIBOR  IO                ARMS
           17171954         5/1LIBOR  IO                ARMS
           17171956         5/1LIBOR  IO                ARMS
           17171958         5/1LIBOR  IO                ARMS
           17171959         5/1LIBOR  IO                ARMS
           17171961         5/1LIBOR  IO                ARMS
           17171964         5/1LIBOR  IO                ARMS
           17171975         5/1LIBOR  IO                ARMS
           17171976         5/1LIBOR  IO                ARMS
           17171977         5/1LIBOR  IO                ARMS
           17171981         5/1LIBOR  IO                ARMS
           17171984         5/1LIBOR  IO                ARMS
           17171994         5/6LIBOR  IO                ARMS
           17171997         5/1LIBOR  IO                ARMS
           17172003         5/1LIBOR  IO                ARMS
           17172058         5/1LIBOR  IO                ARMS
           17175030         5/1LIBOR  IO                ARMS
           17175033         5/1LIBOR  IO                ARMS
           17175055         5/6LIBOR  IO                ARMS
           17181087         5/1LIBOR  IO                ARMS
           17181089         5/1LIBOR  IO                ARMS
           17181091         5/1LIBOR  IO                ARMS
           17181127         5/1LIBOR  IO                ARMS
           17172118         5/1LIBOR  IO                ARMS
           17181142         5/1LIBOR  IO                ARMS

           LOAN_SEQ        PREPAY                  PP_DESC
           17020574         No_PP                   0MPP
           17020737         Prepay                  60MPP
           17020575         No_PP                   0MPP
           17020498         No_PP                   0MPP
           17020499         No_PP                   0MPP
           17020820         Prepay                  60MPP
           17020821         Prepay                  36MPP
           17020660         Prepay                  60MPP
           17020822         No_PP                   0MPP
           17020661         No_PP                   0MPP
           17020823         No_PP                   0MPP
           17020662         Prepay                  12MPP
           17020824         No_PP                   0MPP
           17020663         No_PP                   0MPP
           17020825         No_PP                   0MPP
           17020664         No_PP                   0MPP
           17020826         No_PP                   0MPP
           17020665         No_PP                   0MPP
           17020827         Prepay                  12MPP
           17020828         Prepay                  12MPP
           17020667         No_PP                   0MPP
           17020829         No_PP                   0MPP
           17020668         No_PP                   0MPP
           17020669         No_PP                   0MPP
           17020830         No_PP                   0MPP
           17020831         Prepay                  12MPP
           17020670         No_PP                   0MPP
           17020832         Prepay                  12MPP
           17020833         Prepay                  12MPP
           17020671         No_PP                   0MPP
           17020834         Prepay                  12MPP
           17020672         No_PP                   0MPP
           17020835         Prepay                  12MPP
           17020673         No_PP                   0MPP
           17020836         Prepay                  12MPP
           17020674         No_PP                   0MPP
           17020837         Prepay                  12MPP
           17020675         No_PP                   0MPP
           17020838         No_PP                   0MPP
           17020676         No_PP                   0MPP
           17020839         Prepay                  60MPP
           17020677         Prepay                  12MPP
           17020678         Prepay                  12MPP
           17020679         Prepay                  12MPP
           17020840         Prepay                  60MPP
           17020841         Prepay                  12MPP
           17020842         Prepay                  12MPP
           17020680         No_PP                   0MPP
           17020843         Prepay                  12MPP
           17020681         No_PP                   0MPP
           17020844         Prepay                  12MPP
           17020682         No_PP                   0MPP
           17020845         Prepay                  12MPP
           17020683         No_PP                   0MPP
           17020846         Prepay                  12MPP
           17020684         No_PP                   0MPP
           17020685         No_PP                   0MPP
           17020848         Prepay                  36MPP
           17020686         No_PP                   0MPP
           17020849         Prepay                  36MPP
           17020687         No_PP                   0MPP
           17020688         No_PP                   0MPP
           17020689         No_PP                   0MPP
           17020850         Prepay                  36MPP
           17020657         No_PP                   0MPP
           17020495         No_PP                   0MPP
           17020819         No_PP                   0MPP
           17020658         No_PP                   0MPP
           17020496         No_PP                   0MPP
           17020659         No_PP                   0MPP
           17020497         No_PP                   0MPP
           17020492         No_PP                   0MPP
           17020816         No_PP                   0MPP
           17020655         No_PP                   0MPP
           17020493         No_PP                   0MPP
           17020817         Prepay                  12MPP
           17020656         No_PP                   0MPP
           17020494         No_PP                   0MPP
           17020812         Prepay                  12MPP
           17020651         No_PP                   0MPP
           17020813         No_PP                   0MPP
           17020814         No_PP                   0MPP
           17020652         No_PP                   0MPP
           17020490         No_PP                   0MPP
           17020491         No_PP                   0MPP
           17020815         No_PP                   0MPP
           17020654         No_PP                   0MPP
           17020500         Prepay                  12MPP
           17020501         Prepay                  36MPP
           17020502         No_PP                   0MPP
           17020503         No_PP                   0MPP
           17020504         No_PP                   0MPP
           17020505         No_PP                   0MPP
           17020506         No_PP                   0MPP
           17020507         No_PP                   0MPP
           17020508         No_PP                   0MPP
           17020509         No_PP                   0MPP
           17020510         No_PP                   0MPP
           17020511         No_PP                   0MPP
           17020512         No_PP                   0MPP
           17020513         No_PP                   0MPP
           17020514         No_PP                   0MPP
           17020515         No_PP                   0MPP
           17020516         Prepay                  12MPP
           17020517         No_PP                   0MPP
           17020518         No_PP                   0MPP
           17020519         No_PP                   0MPP
           17020520         No_PP                   0MPP
           17020521         No_PP                   0MPP
           17020522         No_PP                   0MPP
           17020523         No_PP                   0MPP
           17020524         No_PP                   0MPP
           17020525         Prepay                  36MPP
           17020526         No_PP                   0MPP
           17020527         No_PP                   0MPP
           17020528         No_PP                   0MPP
           17020529         No_PP                   0MPP
           17020530         No_PP                   0MPP
           17020531         No_PP                   0MPP
           17020532         No_PP                   0MPP
           17020533         No_PP                   0MPP
           17020534         No_PP                   0MPP
           17020535         No_PP                   0MPP
           17020536         No_PP                   0MPP
           17020537         No_PP                   0MPP
           17020538         No_PP                   0MPP
           17020539         No_PP                   0MPP
           17020700         No_PP                   0MPP
           17020701         Prepay                  12MPP
           17020702         No_PP                   0MPP
           17020540         No_PP                   0MPP
           17020703         No_PP                   0MPP
           17020541         No_PP                   0MPP
           17020704         Prepay                  12MPP
           17020542         No_PP                   0MPP
           17020705         No_PP                   0MPP
           17020543         No_PP                   0MPP
           17020706         No_PP                   0MPP
           17020544         No_PP                   0MPP
           17020707         No_PP                   0MPP
           17020545         No_PP                   0MPP
           17020708         No_PP                   0MPP
           17020546         No_PP                   0MPP
           17020547         No_PP                   0MPP
           17020385         No_PP                   0MPP
           17020548         No_PP                   0MPP
           17020386         No_PP                   0MPP
           17020549         Prepay                  12MPP
           17020387         No_PP                   0MPP
           17020388         Prepay                  12MPP
           17020389         No_PP                   0MPP
           17020710         No_PP                   0MPP
           17020711         No_PP                   0MPP
           17020550         No_PP                   0MPP
           17020712         Prepay                  12MPP
           17020551         No_PP                   0MPP
           17020713         No_PP                   0MPP
           17020714         Prepay                  36MPP
           17020552         No_PP                   0MPP
           17020715         No_PP                   0MPP
           17020553         No_PP                   0MPP
           17020391         No_PP                   0MPP
           17020392         No_PP                   0MPP
           17020554         No_PP                   0MPP
           17020716         No_PP                   0MPP
           17020717         Prepay                  12MPP
           17020555         No_PP                   0MPP
           17020393         No_PP                   0MPP
           17020718         Prepay                  12MPP
           17020556         No_PP                   0MPP
           17020394         No_PP                   0MPP
           17020395         No_PP                   0MPP
           17020557         No_PP                   0MPP
           17020719         No_PP                   0MPP
           17020558         No_PP                   0MPP
           17020397         No_PP                   0MPP
           17020559         No_PP                   0MPP
           17020398         No_PP                   0MPP
           17020399         Prepay                  36MPP
           17020720         No_PP                   0MPP
           17020721         Prepay                  60MPP
           17020722         No_PP                   0MPP
           17020560         No_PP                   0MPP
           17020723         No_PP                   0MPP
           17020561         No_PP                   0MPP
           17020724         Prepay                  12MPP
           17020562         No_PP                   0MPP
           17020725         No_PP                   0MPP
           17020563         No_PP                   0MPP
           17020726         Prepay                  12MPP
           17020564         No_PP                   0MPP
           17020727         Prepay                  12MPP
           17020565         No_PP                   0MPP
           17020728         No_PP                   0MPP
           17020566         No_PP                   0MPP
           17020729         Prepay                  60MPP
           17020567         No_PP                   0MPP
           17020568         Prepay                  36MPP
           17020569         Prepay                  36MPP
           17020730         Prepay                  36MPP
           17020731         No_PP                   0MPP
           17020732         Prepay                  12MPP
           17020570         No_PP                   0MPP
           17020733         No_PP                   0MPP
           17020571         Prepay                  36MPP
           17020734         Prepay                  12MPP
           17020572         No_PP                   0MPP
           17020735         No_PP                   0MPP
           17020573         No_PP                   0MPP
           17020736         Prepay                  12MPP
           17020487         Prepay                  12MPP
           17020488         No_PP                   0MPP
           17020489         No_PP                   0MPP
           17020810         Prepay                  12MPP
           17020811         Prepay                  12MPP
           17020650         No_PP                   0MPP
           17020791         No_PP                   0MPP
           17020792         No_PP                   0MPP
           17020793         Prepay                  36MPP
           17020794         Prepay                  12MPP
           17020795         No_PP                   0MPP
           17020796         No_PP                   0MPP
           17020797         Prepay                  12MPP
           17020798         No_PP                   0MPP
           17020799         No_PP                   0MPP
           17020790         No_PP                   0MPP
           17020646         No_PP                   0MPP
           17020484         No_PP                   0MPP
           17020808         Prepay                  12MPP
           17020647         No_PP                   0MPP
           17020485         No_PP                   0MPP
           17020809         Prepay                  12MPP
           17020648         No_PP                   0MPP
           17020486         No_PP                   0MPP
           17020649         No_PP                   0MPP
           17020781         Prepay                  12MPP
           17020782         No_PP                   0MPP
           17020783         No_PP                   0MPP
           17020784         No_PP                   0MPP
           17020785         No_PP                   0MPP
           17020786         No_PP                   0MPP
           17020787         No_PP                   0MPP
           17020788         Prepay                  12MPP
           17020789         No_PP                   0MPP
           17020612         No_PP                   0MPP
           17020450         No_PP                   0MPP
           17020613         No_PP                   0MPP
           17020451         No_PP                   0MPP
           17020614         No_PP                   0MPP
           17020452         No_PP                   0MPP
           17020615         No_PP                   0MPP
           17020453         No_PP                   0MPP
           17020616         No_PP                   0MPP
           17020454         No_PP                   0MPP
           17020617         No_PP                   0MPP
           17020455         No_PP                   0MPP
           17020456         No_PP                   0MPP
           17020618         Prepay                  12MPP
           17020619         No_PP                   0MPP
           17020457         No_PP                   0MPP
           17020458         No_PP                   0MPP
           17020459         Prepay                  12MPP
           17020620         No_PP                   0MPP
           17020621         No_PP                   0MPP
           17020622         No_PP                   0MPP
           17020460         Prepay                  12MPP
           17020623         No_PP                   0MPP
           17020461         No_PP                   0MPP
           17020624         No_PP                   0MPP
           17020462         No_PP                   0MPP
           17020625         No_PP                   0MPP
           17020463         No_PP                   0MPP
           17020626         No_PP                   0MPP
           17020464         No_PP                   0MPP
           17020627         No_PP                   0MPP
           17020465         No_PP                   0MPP
           17020628         No_PP                   0MPP
           17020466         Prepay                  36MPP
           17020629         No_PP                   0MPP
           17020467         No_PP                   0MPP
           17020468         No_PP                   0MPP
           17020469         No_PP                   0MPP
           17020630         No_PP                   0MPP
           17020631         No_PP                   0MPP
           17020632         No_PP                   0MPP
           17020470         No_PP                   0MPP
           17020633         Prepay                  12MPP
           17020471         No_PP                   0MPP
           17020634         No_PP                   0MPP
           17020472         No_PP                   0MPP
           17020635         No_PP                   0MPP
           17020473         No_PP                   0MPP
           17020636         No_PP                   0MPP
           17020474         No_PP                   0MPP
           17020637         No_PP                   0MPP
           17020475         No_PP                   0MPP
           17020638         No_PP                   0MPP
           17020476         No_PP                   0MPP
           17020477         Prepay                  60MPP
           17020478         No_PP                   0MPP
           17020479         No_PP                   0MPP
           17020800         No_PP                   0MPP
           17020801         No_PP                   0MPP
           17020640         No_PP                   0MPP
           17020802         Prepay                  12MPP
           17020641         No_PP                   0MPP
           17020803         No_PP                   0MPP
           17020642         No_PP                   0MPP
           17020480         No_PP                   0MPP
           17020804         No_PP                   0MPP
           17020643         No_PP                   0MPP
           17020481         No_PP                   0MPP
           17020805         No_PP                   0MPP
           17020644         No_PP                   0MPP
           17020482         No_PP                   0MPP
           17020806         Prepay                  12MPP
           17020645         No_PP                   0MPP
           17020483         No_PP                   0MPP
           17020807         Prepay                  12MPP
           17020436         No_PP                   0MPP
           17020437         No_PP                   0MPP
           17020438         No_PP                   0MPP
           17020439         No_PP                   0MPP
           17020600         No_PP                   0MPP
           17020601         No_PP                   0MPP
           17020602         No_PP                   0MPP
           17020440         No_PP                   0MPP
           17020603         No_PP                   0MPP
           17020441         No_PP                   0MPP
           17020604         No_PP                   0MPP
           17020442         No_PP                   0MPP
           17020605         No_PP                   0MPP
           17020606         No_PP                   0MPP
           17020444         No_PP                   0MPP
           17020607         No_PP                   0MPP
           17020445         No_PP                   0MPP
           17020608         No_PP                   0MPP
           17020446         No_PP                   0MPP
           17020609         No_PP                   0MPP
           17020447         No_PP                   0MPP
           17020448         No_PP                   0MPP
           17020449         No_PP                   0MPP
           17020610         No_PP                   0MPP
           17020611         No_PP                   0MPP
           17020771         Prepay                  12MPP
           17020772         Prepay                  36MPP
           17020773         Prepay                  12MPP
           17020774         No_PP                   0MPP
           17020775         No_PP                   0MPP
           17020777         No_PP                   0MPP
           17020778         Prepay                  12MPP
           17020779         No_PP                   0MPP
           17020780         Prepay                  12MPP
           17020400         No_PP                   0MPP
           17020401         Prepay                  12MPP
           17020402         No_PP                   0MPP
           17020403         No_PP                   0MPP
           17020404         No_PP                   0MPP
           17020405         No_PP                   0MPP
           17020406         Prepay                  12MPP
           17020407         No_PP                   0MPP
           17020408         No_PP                   0MPP
           17020409         No_PP                   0MPP
           17020410         No_PP                   0MPP
           17020411         Prepay                  12MPP
           17020412         No_PP                   0MPP
           17020413         No_PP                   0MPP
           17020415         No_PP                   0MPP
           17020416         No_PP                   0MPP
           17020417         No_PP                   0MPP
           17020418         No_PP                   0MPP
           17020419         Prepay                  12MPP
           17020420         No_PP                   0MPP
           17020421         No_PP                   0MPP
           17020422         No_PP                   0MPP
           17020423         No_PP                   0MPP
           17020424         No_PP                   0MPP
           17020425         No_PP                   0MPP
           17020427         No_PP                   0MPP
           17020428         No_PP                   0MPP
           17020429         No_PP                   0MPP
           17020430         No_PP                   0MPP
           17020431         No_PP                   0MPP
           17020432         No_PP                   0MPP
           17020433         No_PP                   0MPP
           17020434         No_PP                   0MPP
           17020761         No_PP                   0MPP
           17020762         Prepay                  12MPP
           17020763         No_PP                   0MPP
           17020764         No_PP                   0MPP
           17020765         No_PP                   0MPP
           17020766         No_PP                   0MPP
           17020767         No_PP                   0MPP
           17020768         No_PP                   0MPP
           17020769         No_PP                   0MPP
           17020770         No_PP                   0MPP
           17020851         Prepay                  12MPP
           17020852         Prepay                  12MPP
           17020690         No_PP                   0MPP
           17020853         Prepay                  12MPP
           17020691         No_PP                   0MPP
           17020854         Prepay                  12MPP
           17020692         No_PP                   0MPP
           17020855         Prepay                  12MPP
           17020693         No_PP                   0MPP
           17020856         No_PP                   0MPP
           17020694         No_PP                   0MPP
           17020857         Prepay                  12MPP
           17020695         No_PP                   0MPP
           17020858         Prepay                  60MPP
           17020696         Prepay                  12MPP
           17020859         Prepay                  60MPP
           17020697         No_PP                   0MPP
           17020698         No_PP                   0MPP
           17020699         No_PP                   0MPP
           17020860         No_PP                   0MPP
           17020861         Prepay                  60MPP
           17020862         Prepay                  36MPP
           17020740         Prepay                  12MPP
           17020741         Prepay                  12MPP
           17020742         Prepay                  12MPP
           17020580         No_PP                   0MPP
           17020743         No_PP                   0MPP
           17020581         No_PP                   0MPP
           17020744         No_PP                   0MPP
           17020582         No_PP                   0MPP
           17020745         No_PP                   0MPP
           17020583         No_PP                   0MPP
           17020746         No_PP                   0MPP
           17020584         No_PP                   0MPP
           17020747         Prepay                  12MPP
           17020585         No_PP                   0MPP
           17020748         No_PP                   0MPP
           17020586         No_PP                   0MPP
           17020749         Prepay                  12MPP
           17020587         No_PP                   0MPP
           17020588         Prepay                  36MPP
           17020589         No_PP                   0MPP
           17020750         Prepay                  36MPP
           17020751         Prepay                  12MPP
           17020590         No_PP                   0MPP
           17020752         Prepay                  12MPP
           17020591         No_PP                   0MPP
           17020753         Prepay                  12MPP
           17020592         No_PP                   0MPP
           17020754         No_PP                   0MPP
           17020593         No_PP                   0MPP
           17020755         Prepay                  12MPP
           17020594         No_PP                   0MPP
           17020756         Prepay                  12MPP
           17020595         No_PP                   0MPP
           17020757         Prepay                  12MPP
           17020596         No_PP                   0MPP
           17020758         Prepay                  12MPP
           17020597         No_PP                   0MPP
           17020759         Prepay                  12MPP
           17020598         Prepay                  12MPP
           17020599         No_PP                   0MPP
           17020760         Prepay                  60MPP
           17020738         No_PP                   0MPP
           17020576         No_PP                   0MPP
           17020739         No_PP                   0MPP
           17020577         No_PP                   0MPP
           17020578         No_PP                   0MPP
           17020390         No_PP                   0MPP
           17149253         No_PP                   0MPP
           17129133         No_PP                   0MPP
           17120372         No_PP                   0MPP
           17120377         No_PP                   0MPP
           17120399         No_PP                   0MPP
           17129138         No_PP                   0MPP
           17120386         Prepay                  36MPP
           17120389         No_PP                   0MPP
           17120412         No_PP                   0MPP
           17120421         No_PP                   0MPP
           17120390         Prepay                  60MPP
           17120391         Prepay                  12MPP
           17120392         Prepay                  12MPP
           17120393         No_PP                   0MPP
           17120394         Prepay                  12MPP
           17120395         No_PP                   0MPP
           17120397         No_PP                   0MPP
           17120398         No_PP                   0MPP
           17120385         No_PP                   0MPP
           17120387         No_PP                   0MPP
           17120388         No_PP                   0MPP
           17120384         No_PP                   0MPP
           17120330         No_PP                   0MPP
           17120331         No_PP                   0MPP
           17120332         No_PP                   0MPP
           17120333         No_PP                   0MPP
           17120334         No_PP                   0MPP
           17120335         Prepay                  12MPP
           17120336         No_PP                   0MPP
           17120337         Prepay                  12MPP
           17120338         Prepay                  36MPP
           17120339         Prepay                  36MPP
           17120341         No_PP                   0MPP
           17120342         Prepay                  60MPP
           17120343         Prepay                  12MPP
           17120344         Prepay                  12MPP
           17120346         No_PP                   0MPP
           17120347         No_PP                   0MPP
           17120348         No_PP                   0MPP
           17120349         No_PP                   0MPP
           17120350         No_PP                   0MPP
           17120351         Prepay                  12MPP
           17120353         Prepay                  60MPP
           17120354         Prepay                  12MPP
           17120355         No_PP                   0MPP
           17120356         Prepay                  60MPP
           17120357         No_PP                   0MPP
           17120358         No_PP                   0MPP
           17120359         No_PP                   0MPP
           17120360         No_PP                   0MPP
           17120361         No_PP                   0MPP
           17120362         No_PP                   0MPP
           17120363         No_PP                   0MPP
           17120364         No_PP                   0MPP
           17120365         No_PP                   0MPP
           17120366         Prepay                  12MPP
           17120367         Prepay                  60MPP
           17120370         No_PP                   0MPP
           17120371         Prepay                  12MPP
           17120373         No_PP                   0MPP
           17120374         No_PP                   0MPP
           17120375         Prepay                  12MPP
           17120376         No_PP                   0MPP
           17120378         No_PP                   0MPP
           17120379         No_PP                   0MPP
           17120380         Prepay                  12MPP
           17120381         Prepay                  12MPP
           17120382         No_PP                   0MPP
           17120383         No_PP                   0MPP
           17120327         Prepay                  12MPP
           17120328         No_PP                   0MPP
           17149240         No_PP                   0MPP
           17149241         No_PP                   0MPP
           17149242         No_PP                   0MPP
           17149243         No_PP                   0MPP
           17149244         No_PP                   0MPP
           17149245         No_PP                   0MPP
           17149246         Prepay                  12MPP
           17149247         Prepay                  12MPP
           17149248         Prepay                  12MPP
           17149249         No_PP                   0MPP
           17149250         Prepay                  12MPP
           17149251         Prepay                  12MPP
           17149252         No_PP                   0MPP
           17149100         Prepay                  12MPP
           17149101         Prepay                  12MPP
           17149102         No_PP                   0MPP
           17129130         No_PP                   0MPP
           17129131         No_PP                   0MPP
           17129132         No_PP                   0MPP
           17129134         No_PP                   0MPP
           17129135         No_PP                   0MPP
           17129136         No_PP                   0MPP
           17129137         No_PP                   0MPP
           17129139         No_PP                   0MPP
           17129140         Prepay                  12MPP
           17129141         No_PP                   0MPP
           17129142         Prepay                  12MPP
           17129144         No_PP                   0MPP
           17129145         Prepay                  12MPP
           17129127         No_PP                   0MPP
           17129128         No_PP                   0MPP
           17129129         No_PP                   0MPP
           17120410         Prepay                  12MPP
           17120411         No_PP                   0MPP
           17120413         No_PP                   0MPP
           17120414         No_PP                   0MPP
           17120415         No_PP                   0MPP
           17120416         Prepay                  12MPP
           17120417         No_PP                   0MPP
           17120418         No_PP                   0MPP
           17120419         No_PP                   0MPP
           17120420         Prepay                  12MPP
           17120422         No_PP                   0MPP
           17120423         No_PP                   0MPP
           17120424         No_PP                   0MPP
           17120425         No_PP                   0MPP
           17120426         No_PP                   0MPP
           17149077         No_PP                   0MPP
           17149078         No_PP                   0MPP
           17149079         No_PP                   0MPP
           17149080         No_PP                   0MPP
           17149081         Prepay                  12MPP
           17149082         No_PP                   0MPP
           17149083         No_PP                   0MPP
           17149084         No_PP                   0MPP
           17149086         Prepay                  12MPP
           17149087         No_PP                   0MPP
           17149088         No_PP                   0MPP
           17149089         Prepay                  12MPP
           17149090         No_PP                   0MPP
           17149091         Prepay                  12MPP
           17120401         Prepay                  12MPP
           17120402         No_PP                   0MPP
           17120403         No_PP                   0MPP
           17120404         No_PP                   0MPP
           17120405         No_PP                   0MPP
           17120406         No_PP                   0MPP
           17120407         No_PP                   0MPP
           17120408         Prepay                  12MPP
           17120409         Prepay                  12MPP
           17149092         No_PP                   0MPP
           17149093         No_PP                   0MPP
           17149094         No_PP                   0MPP
           17149095         No_PP                   0MPP
           17149096         No_PP                   0MPP
           17149097         Prepay                  12MPP
           17149098         Prepay                  12MPP
           17149099         Prepay                  12MPP
           17120498         No_PP                   0MPP
           17120455         No_PP                   0MPP
           17120477         No_PP                   0MPP
           17120490         Prepay                  12MPP
           17120532         No_PP                   0MPP
           17120544         No_PP                   0MPP
           17120540         No_PP                   0MPP
           17120541         Prepay                  36MPP
           17120542         Prepay                  36MPP
           17120543         Prepay                  36MPP
           17120545         No_PP                   0MPP
           17120546         No_PP                   0MPP
           17120547         Prepay                  60MPP
           17120548         Prepay                  12MPP
           17120549         No_PP                   0MPP
           17120550         No_PP                   0MPP
           17120551         No_PP                   0MPP
           17120552         Prepay                  12MPP
           17120553         No_PP                   0MPP
           17120554         No_PP                   0MPP
           17120555         Prepay                  12MPP
           17120556         No_PP                   0MPP
           17120557         No_PP                   0MPP
           17120558         Prepay                  12MPP
           17120559         No_PP                   0MPP
           17120560         Prepay                  12MPP
           17120561         No_PP                   0MPP
           17120562         Prepay                  12MPP
           17120563         No_PP                   0MPP
           17120564         Prepay                  60MPP
           17120565         Prepay                  12MPP
           17120566         No_PP                   0MPP
           17120567         No_PP                   0MPP
           17120568         No_PP                   0MPP
           17120569         No_PP                   0MPP
           17120570         No_PP                   0MPP
           17120571         No_PP                   0MPP
           17120572         No_PP                   0MPP
           17120573         Prepay                  12MPP
           17120574         Prepay                  12MPP
           17120575         Prepay                  36MPP
           17120576         Prepay                  36MPP
           17120526         Prepay                  36MPP
           17120527         Prepay                  12MPP
           17120528         Prepay                  12MPP
           17120529         Prepay                  36MPP
           17120530         Prepay                  12MPP
           17120531         Prepay                  12MPP
           17120533         Prepay                  12MPP
           17120534         No_PP                   0MPP
           17120535         Prepay                  36MPP
           17120536         No_PP                   0MPP
           17120537         Prepay                  60MPP
           17120538         No_PP                   0MPP
           17120539         Prepay                  12MPP
           17120510         No_PP                   0MPP
           17120511         No_PP                   0MPP
           17120512         Prepay                  60MPP
           17120513         No_PP                   0MPP
           17120514         No_PP                   0MPP
           17120515         Prepay                  12MPP
           17120516         Prepay                  12MPP
           17120517         Prepay                  60MPP
           17120518         Prepay                  36MPP
           17120519         No_PP                   0MPP
           17120520         No_PP                   0MPP
           17120521         Prepay                  36MPP
           17120522         No_PP                   0MPP
           17120523         Prepay                  36MPP
           17120524         No_PP                   0MPP
           17120525         Prepay                  36MPP
           17120500         No_PP                   0MPP
           17120501         No_PP                   0MPP
           17120502         Prepay                  60MPP
           17120503         Prepay                  12MPP
           17120504         Prepay                  12MPP
           17120505         No_PP                   0MPP
           17120506         No_PP                   0MPP
           17120507         No_PP                   0MPP
           17120508         Prepay                  12MPP
           17120509         Prepay                  60MPP
           17149110         Prepay                  60MPP
           17149111         No_PP                   0MPP
           17149112         No_PP                   0MPP
           17149113         No_PP                   0MPP
           17149103         Prepay                  36MPP
           17149105         No_PP                   0MPP
           17149106         No_PP                   0MPP
           17149107         Prepay                  36MPP
           17149108         No_PP                   0MPP
           17149109         Prepay                  60MPP
           17120450         No_PP                   0MPP
           17120451         Prepay                  36MPP
           17120452         No_PP                   0MPP
           17120453         No_PP                   0MPP
           17120454         No_PP                   0MPP
           17120456         No_PP                   0MPP
           17120457         No_PP                   0MPP
           17120458         No_PP                   0MPP
           17120459         Prepay                  12MPP
           17120460         No_PP                   0MPP
           17120461         No_PP                   0MPP
           17120462         No_PP                   0MPP
           17120463         Prepay                  12MPP
           17120464         No_PP                   0MPP
           17120465         Prepay                  12MPP
           17120466         Prepay                  60MPP
           17120467         No_PP                   0MPP
           17120468         No_PP                   0MPP
           17120469         No_PP                   0MPP
           17120470         Prepay                  12MPP
           17120471         No_PP                   0MPP
           17120472         Prepay                  36MPP
           17120473         Prepay                  12MPP
           17120474         Prepay                  12MPP
           17120476         No_PP                   0MPP
           17120478         No_PP                   0MPP
           17120479         No_PP                   0MPP
           17120480         Prepay                  12MPP
           17120481         Prepay                  36MPP
           17120482         No_PP                   0MPP
           17120483         Prepay                  12MPP
           17120484         No_PP                   0MPP
           17120485         No_PP                   0MPP
           17120486         No_PP                   0MPP
           17120487         Prepay                  36MPP
           17120488         No_PP                   0MPP
           17120489         Prepay                  36MPP
           17120491         Prepay                  12MPP
           17120492         No_PP                   0MPP
           17120493         No_PP                   0MPP
           17120494         Prepay                  12MPP
           17120495         No_PP                   0MPP
           17120496         Prepay                  60MPP
           17120499         No_PP                   0MPP
           17120429         Prepay                  36MPP
           17120430         No_PP                   0MPP
           17120431         No_PP                   0MPP
           17120432         No_PP                   0MPP
           17120433         No_PP                   0MPP
           17120434         No_PP                   0MPP
           17120436         No_PP                   0MPP
           17120437         No_PP                   0MPP
           17120438         No_PP                   0MPP
           17120440         No_PP                   0MPP
           17120441         No_PP                   0MPP
           17120442         No_PP                   0MPP
           17120443         No_PP                   0MPP
           17120444         Prepay                  60MPP
           17120445         No_PP                   0MPP
           17120446         No_PP                   0MPP
           17120447         No_PP                   0MPP
           17120448         Prepay                  12MPP
           17120449         No_PP                   0MPP
           17181086         No_PP                   0MPP
           17171924         No_PP                   0MPP
           17172078         No_PP                   0MPP
           17175048         No_PP                   0MPP
           17175049         No_PP                   0MPP
           17171987         No_PP                   0MPP
           17172020         No_PP                   0MPP
           17203440         Prepay                  60MPP
           17172004         No_PP                   0MPP
           17172023         No_PP                   0MPP
           17172005         No_PP                   0MPP
           17203443         No_PP                   0MPP
           17203445         No_PP                   0MPP
           17203409         Prepay                  12MPP
           17172044         No_PP                   0MPP
           17203427         Prepay                  36MPP
           17172008         No_PP                   0MPP
           17181117         No_PP                   0MPP
           17172064         Prepay                  60MPP
           17203267         No_PP                   0MPP
           17175071         No_PP                   0MPP
           17172065         No_PP                   0MPP
           17175054         No_PP                   0MPP
           17172048         No_PP                   0MPP
           17172049         No_PP                   0MPP
           17171951         No_PP                   0MPP
           17171995         No_PP                   0MPP
           17203410         No_PP                   0MPP
           17181120         No_PP                   0MPP
           17172112         No_PP                   0MPP
           17172014         Prepay                  60MPP
           17203451         No_PP                   0MPP
           17172051         Prepay                  12MPP
           17203255         No_PP                   0MPP
           17172053         No_PP                   0MPP
           17203437         No_PP                   0MPP
           17172036         Prepay                  12MPP
           17172136         Prepay                  60MPP
           17172073         Prepay                  12MPP
           17172055         No_PP                   0MPP
           17203294         No_PP                   0MPP
           17203278         No_PP                   0MPP
           17203359         Prepay                  12MPP
           17172039         No_PP                   0MPP
           17203396         No_PP                   0MPP
           17203423         Prepay                  60MPP
           17203388         Prepay                  36MPP
           17203364         No_PP                   0MPP
           17203354         Prepay                  12MPP
           17203317         No_PP                   0MPP
           17171965         Prepay                  60MPP
           17203331         No_PP                   0MPP
           17172132         No_PP                   0MPP
           17172133         No_PP                   0MPP
           17172127         No_PP                   0MPP
           17172130         No_PP                   0MPP
           17172104         No_PP                   0MPP
           17172114         Prepay                  12MPP
           17172125         No_PP                   0MPP
           17172126         No_PP                   0MPP
           17171998         No_PP                   0MPP
           17172001         No_PP                   0MPP
           17172002         No_PP                   0MPP
           17172010         No_PP                   0MPP
           17172022         No_PP                   0MPP
           17172033         Prepay                  12MPP
           17172041         Prepay                  12MPP
           17172057         No_PP                   0MPP
           17172061         No_PP                   0MPP
           17172068         No_PP                   0MPP
           17172074         Prepay                  12MPP
           17172084         No_PP                   0MPP
           17172086         No_PP                   0MPP
           17171926         No_PP                   0MPP
           17171946         No_PP                   0MPP
           17171952         No_PP                   0MPP
           17171957         No_PP                   0MPP
           17171960         Prepay                  36MPP
           17171979         Prepay                  36MPP
           17171980         No_PP                   0MPP
           17171983         No_PP                   0MPP
           17171990         No_PP                   0MPP
           17171992         Prepay                  12MPP
           17171922         No_PP                   0MPP
           17203303         No_PP                   0MPP
           17203452         No_PP                   0MPP
           17203340         No_PP                   0MPP
           17203351         No_PP                   0MPP
           17203283         No_PP                   0MPP
           17203252         No_PP                   0MPP
           17203412         Prepay                  12MPP
           17203321         No_PP                   0MPP
           17203385         No_PP                   0MPP
           17203392         No_PP                   0MPP
           17203401         No_PP                   0MPP
           17203435         No_PP                   0MPP
           17203383         No_PP                   0MPP
           17203323         No_PP                   0MPP
           17203449         No_PP                   0MPP
           17203328         No_PP                   0MPP
           17203339         Prepay                  12MPP
           17203315         No_PP                   0MPP
           17203257         No_PP                   0MPP
           17203295         No_PP                   0MPP
           17203290         No_PP                   0MPP
           17203299         No_PP                   0MPP
           17203424         No_PP                   0MPP
           17203379         No_PP                   0MPP
           17203256         No_PP                   0MPP
           17203422         Prepay                  12MPP
           17203253         No_PP                   0MPP
           17203312         Prepay                  36MPP
           17203293         No_PP                   0MPP
           17203418         No_PP                   0MPP
           17203314         No_PP                   0MPP
           17203448         No_PP                   0MPP
           17203384         No_PP                   0MPP
           17203281         No_PP                   0MPP
           17203348         No_PP                   0MPP
           17203390         Prepay                  12MPP
           17203310         No_PP                   0MPP
           17203363         No_PP                   0MPP
           17203425         No_PP                   0MPP
           17203373         No_PP                   0MPP
           17203266         No_PP                   0MPP
           17203358         Prepay                  60MPP
           17203429         No_PP                   0MPP
           17203371         Prepay                  12MPP
           17203337         Prepay                  36MPP
           17203421         Prepay                  36MPP
           17203430         No_PP                   0MPP
           17203247         No_PP                   0MPP
           17203320         No_PP                   0MPP
           17203405         Prepay                  12MPP
           17203270         No_PP                   0MPP
           17203362         Prepay                  60MPP
           17203361         No_PP                   0MPP
           17203272         No_PP                   0MPP
           17203350         Prepay                  12MPP
           17203403         No_PP                   0MPP
           17203301         No_PP                   0MPP
           17203349         No_PP                   0MPP
           17203338         No_PP                   0MPP
           17203345         No_PP                   0MPP
           17203307         No_PP                   0MPP
           17203357         Prepay                  12MPP
           17203442         No_PP                   0MPP
           17203277         No_PP                   0MPP
           17203280         No_PP                   0MPP
           17203344         No_PP                   0MPP
           17203381         No_PP                   0MPP
           17203436         No_PP                   0MPP
           17203333         Prepay                  12MPP
           17203316         No_PP                   0MPP
           17203305         No_PP                   0MPP
           17203292         No_PP                   0MPP
           17203419         No_PP                   0MPP
           17203433         No_PP                   0MPP
           17203438         No_PP                   0MPP
           17203284         No_PP                   0MPP
           17203275         No_PP                   0MPP
           17203411         No_PP                   0MPP
           17203324         No_PP                   0MPP
           17203408         Prepay                  12MPP
           17203300         No_PP                   0MPP
           17203273         No_PP                   0MPP
           17203446         Prepay                  12MPP
           17203415         Prepay                  12MPP
           17203389         No_PP                   0MPP
           17203398         No_PP                   0MPP
           17203274         No_PP                   0MPP
           17203318         Prepay                  36MPP
           17203391         No_PP                   0MPP
           17203399         No_PP                   0MPP
           17203450         No_PP                   0MPP
           17203447         No_PP                   0MPP
           17203453         No_PP                   0MPP
           17203428         No_PP                   0MPP
           17203313         No_PP                   0MPP
           17203431         No_PP                   0MPP
           17203417         No_PP                   0MPP
           17203343         No_PP                   0MPP
           17203360         No_PP                   0MPP
           17203416         No_PP                   0MPP
           17203406         Prepay                  12MPP
           17203367         No_PP                   0MPP
           17203380         No_PP                   0MPP
           17203286         No_PP                   0MPP
           17203330         Prepay                  12MPP
           17203249         No_PP                   0MPP
           17203342         No_PP                   0MPP
           17203346         Prepay                  12MPP
           17203264         No_PP                   0MPP
           17203322         No_PP                   0MPP
           17203397         No_PP                   0MPP
           17203407         Prepay                  12MPP
           17203336         Prepay                  12MPP
           17203374         Prepay                  12MPP
           17203329         Prepay                  36MPP
           17203327         Prepay                  12MPP
           17203369         No_PP                   0MPP
           17203335         Prepay                  12MPP
           17203291         No_PP                   0MPP
           17203289         No_PP                   0MPP
           17203372         No_PP                   0MPP
           17203296         No_PP                   0MPP
           17203254         No_PP                   0MPP
           17203444         No_PP                   0MPP
           17203365         No_PP                   0MPP
           17203259         No_PP                   0MPP
           17203366         No_PP                   0MPP
           17203353         No_PP                   0MPP
           17203285         No_PP                   0MPP
           17203352         No_PP                   0MPP
           17203306         No_PP                   0MPP
           17203414         No_PP                   0MPP
           17203393         No_PP                   0MPP
           17203382         No_PP                   0MPP
           17203302         No_PP                   0MPP
           17203356         Prepay                  12MPP
           17203387         Prepay                  12MPP
           17203377         No_PP                   0MPP
           17203308         No_PP                   0MPP
           17203276         No_PP                   0MPP
           17203288         No_PP                   0MPP
           17203378         No_PP                   0MPP
           17203376         No_PP                   0MPP
           17203370         Prepay                  60MPP
           17203248         No_PP                   0MPP
           17203341         No_PP                   0MPP
           17203334         Prepay                  12MPP
           17203395         Prepay                  12MPP
           17203332         Prepay                  12MPP
           17203309         Prepay                  36MPP
           17203375         No_PP                   0MPP
           17203279         No_PP                   0MPP
           17203386         No_PP                   0MPP
           17203311         No_PP                   0MPP
           17203420         No_PP                   0MPP
           17203402         Prepay                  12MPP
           17203439         No_PP                   0MPP
           17203297         No_PP                   0MPP
           17203282         No_PP                   0MPP
           17203368         Prepay                  12MPP
           17203394         No_PP                   0MPP
           17203400         No_PP                   0MPP
           17203355         No_PP                   0MPP
           17203404         No_PP                   0MPP
           17203426         No_PP                   0MPP
           17203298         No_PP                   0MPP
           17203304         No_PP                   0MPP
           17203434         No_PP                   0MPP
           17171962         No_PP                   0MPP
           17171963         No_PP                   0MPP
           17171966         No_PP                   0MPP
           17171967         No_PP                   0MPP
           17171968         No_PP                   0MPP
           17171969         No_PP                   0MPP
           17171970         No_PP                   0MPP
           17171971         No_PP                   0MPP
           17171973         No_PP                   0MPP
           17171974         Prepay                  12MPP
           17171978         No_PP                   0MPP
           17171982         No_PP                   0MPP
           17171985         No_PP                   0MPP
           17171986         No_PP                   0MPP
           17171988         No_PP                   0MPP
           17171989         No_PP                   0MPP
           17171991         No_PP                   0MPP
           17171993         Prepay                  12MPP
           17171996         No_PP                   0MPP
           17171999         No_PP                   0MPP
           17171950         No_PP                   0MPP
           17171955         Prepay                  36MPP
           17171916         No_PP                   0MPP
           17171917         No_PP                   0MPP
           17171918         No_PP                   0MPP
           17171919         Prepay                  12MPP
           17171920         No_PP                   0MPP
           17171921         No_PP                   0MPP
           17171923         No_PP                   0MPP
           17171925         No_PP                   0MPP
           17171927         Prepay                  12MPP
           17171933         No_PP                   0MPP
           17171935         No_PP                   0MPP
           17171937         No_PP                   0MPP
           17171939         No_PP                   0MPP
           17171945         No_PP                   0MPP
           17171949         No_PP                   0MPP
           17175070         Prepay                  12MPP
           17175072         No_PP                   0MPP
           17175056         No_PP                   0MPP
           17175057         No_PP                   0MPP
           17175059         No_PP                   0MPP
           17175060         Prepay                  12MPP
           17175061         No_PP                   0MPP
           17175062         No_PP                   0MPP
           17175063         Prepay                  12MPP
           17175064         Prepay                  12MPP
           17175065         Prepay                  12MPP
           17175066         No_PP                   0MPP
           17175067         No_PP                   0MPP
           17175068         No_PP                   0MPP
           17175069         No_PP                   0MPP
           17175031         No_PP                   0MPP
           17175032         No_PP                   0MPP
           17175034         No_PP                   0MPP
           17175035         No_PP                   0MPP
           17175036         No_PP                   0MPP
           17175037         No_PP                   0MPP
           17175040         No_PP                   0MPP
           17175041         No_PP                   0MPP
           17175042         Prepay                  36MPP
           17175043         No_PP                   0MPP
           17175045         No_PP                   0MPP
           17175046         Prepay                  60MPP
           17175047         No_PP                   0MPP
           17175050         No_PP                   0MPP
           17175051         No_PP                   0MPP
           17175052         No_PP                   0MPP
           17175053         Prepay                  12MPP
           17175024         Prepay                  24MPP
           17175025         No_PP                   0MPP
           17175026         No_PP                   0MPP
           17175027         No_PP                   0MPP
           17175028         No_PP                   0MPP
           17175029         No_PP                   0MPP
           17172120         No_PP                   0MPP
           17172121         No_PP                   0MPP
           17172122         Prepay                  60MPP
           17172123         No_PP                   0MPP
           17172124         Prepay                  12MPP
           17172128         Prepay                  12MPP
           17172129         Prepay                  12MPP
           17172131         Prepay                  12MPP
           17172134         No_PP                   0MPP
           17172135         No_PP                   0MPP
           17172137         No_PP                   0MPP
           17172138         Prepay                  36MPP
           17172139         Prepay                  12MPP
           17172100         No_PP                   0MPP
           17172101         Prepay                  12MPP
           17172102         No_PP                   0MPP
           17172103         Prepay                  12MPP
           17172105         Prepay                  36MPP
           17172106         Prepay                  12MPP
           17172107         No_PP                   0MPP
           17172108         No_PP                   0MPP
           17172109         Prepay                  12MPP
           17172110         No_PP                   0MPP
           17172111         No_PP                   0MPP
           17172113         Prepay                  12MPP
           17172115         Prepay                  60MPP
           17172116         Prepay                  12MPP
           17172117         No_PP                   0MPP
           17172119         No_PP                   0MPP
           17181161         Prepay                  12MPP
           17172090         Prepay                  60MPP
           17181162         No_PP                   0MPP
           17172091         No_PP                   0MPP
           17172092         Prepay                  12MPP
           17172093         No_PP                   0MPP
           17172094         No_PP                   0MPP
           17172095         No_PP                   0MPP
           17172097         No_PP                   0MPP
           17172098         No_PP                   0MPP
           17172099         No_PP                   0MPP
           17181150         Prepay                  12MPP
           17181151         Prepay                  12MPP
           17172080         Prepay                  12MPP
           17181152         No_PP                   0MPP
           17172081         No_PP                   0MPP
           17181153         No_PP                   0MPP
           17172082         No_PP                   0MPP
           17181154         Prepay                  60MPP
           17172083         Prepay                  12MPP
           17172085         Prepay                  36MPP
           17181158         No_PP                   0MPP
           17172087         No_PP                   0MPP
           17181159         No_PP                   0MPP
           17172088         Prepay                  60MPP
           17172089         Prepay                  12MPP
           17172060         Prepay                  12MPP
           17181132         No_PP                   0MPP
           17181133         No_PP                   0MPP
           17172062         No_PP                   0MPP
           17181134         Prepay                  36MPP
           17172063         Prepay                  12MPP
           17181135         No_PP                   0MPP
           17181136         No_PP                   0MPP
           17172066         Prepay                  36MPP
           17181138         Prepay                  12MPP
           17172067         No_PP                   0MPP
           17172069         Prepay                  60MPP
           17181140         Prepay                  12MPP
           17172070         Prepay                  36MPP
           17172071         No_PP                   0MPP
           17181143         No_PP                   0MPP
           17172072         Prepay                  12MPP
           17181145         Prepay                  12MPP
           17181146         No_PP                   0MPP
           17172075         No_PP                   0MPP
           17181147         No_PP                   0MPP
           17172076         Prepay                  12MPP
           17181148         No_PP                   0MPP
           17172077         Prepay                  12MPP
           17172079         No_PP                   0MPP
           17181130         No_PP                   0MPP
           17181131         No_PP                   0MPP
           17181121         No_PP                   0MPP
           17172050         No_PP                   0MPP
           17181122         No_PP                   0MPP
           17181123         Prepay                  60MPP
           17172052         Prepay                  60MPP
           17181124         No_PP                   0MPP
           17181125         Prepay                  12MPP
           17172054         No_PP                   0MPP
           17181126         No_PP                   0MPP
           17172056         No_PP                   0MPP
           17172059         No_PP                   0MPP
           17172047         Prepay                  12MPP
           17181119         Prepay                  12MPP
           17172021         No_PP                   0MPP
           17172024         Prepay                  12MPP
           17172025         No_PP                   0MPP
           17172026         No_PP                   0MPP
           17172027         No_PP                   0MPP
           17172028         No_PP                   0MPP
           17172029         No_PP                   0MPP
           17181100         No_PP                   0MPP
           17181101         No_PP                   0MPP
           17172030         No_PP                   0MPP
           17181102         Prepay                  36MPP
           17172031         No_PP                   0MPP
           17172032         No_PP                   0MPP
           17181104         No_PP                   0MPP
           17181105         No_PP                   0MPP
           17172034         No_PP                   0MPP
           17181106         Prepay                  12MPP
           17172035         Prepay                  12MPP
           17181107         No_PP                   0MPP
           17181108         No_PP                   0MPP
           17172037         Prepay                  12MPP
           17181109         Prepay                  12MPP
           17172038         No_PP                   0MPP
           17181110         No_PP                   0MPP
           17181111         Prepay                  12MPP
           17172040         No_PP                   0MPP
           17181112         No_PP                   0MPP
           17181113         Prepay                  60MPP
           17172042         Prepay                  36MPP
           17181114         Prepay                  12MPP
           17172043         No_PP                   0MPP
           17181115         No_PP                   0MPP
           17181116         No_PP                   0MPP
           17172045         No_PP                   0MPP
           17172046         No_PP                   0MPP
           17172017         Prepay                  36MPP
           17172018         No_PP                   0MPP
           17172019         Prepay                  12MPP
           17172000         No_PP                   0MPP
           17172006         No_PP                   0MPP
           17172007         Prepay                  36MPP
           17172009         No_PP                   0MPP
           17172011         No_PP                   0MPP
           17172013         No_PP                   0MPP
           17172015         No_PP                   0MPP
           17172016         Prepay                  60MPP
           17181088         No_PP                   0MPP
           17181090         No_PP                   0MPP
           17181092         No_PP                   0MPP
           17181093         No_PP                   0MPP
           17181094         No_PP                   0MPP
           17181095         No_PP                   0MPP
           17181096         Prepay                  36MPP
           17181097         No_PP                   0MPP
           17181099         No_PP                   0MPP
           17181082         Prepay                  36MPP
           17181083         No_PP                   0MPP
           17181084         No_PP                   0MPP
           17181085         No_PP                   0MPP
           17172140         No_PP                   0MPP
           17172141         No_PP                   0MPP
           17172142         No_PP                   0MPP
           17175038         No_PP                   0MPP
           17175039         No_PP                   0MPP
           17175044         No_PP                   0MPP
           17175073         No_PP                   0MPP
           17181098         No_PP                   0MPP
           17181103         No_PP                   0MPP
           17181118         Prepay                  12MPP
           17181128         No_PP                   0MPP
           17181129         No_PP                   0MPP
           17181137         Prepay                  12MPP
           17181139         No_PP                   0MPP
           17181144         No_PP                   0MPP
           17181149         No_PP                   0MPP
           17181155         No_PP                   0MPP
           17181156         No_PP                   0MPP
           17181157         Prepay                  12MPP
           17181160         No_PP                   0MPP
           17171928         No_PP                   0MPP
           17171929         No_PP                   0MPP
           17171930         No_PP                   0MPP
           17171931         No_PP                   0MPP
           17171932         No_PP                   0MPP
           17171934         No_PP                   0MPP
           17171936         No_PP                   0MPP
           17171938         No_PP                   0MPP
           17171940         No_PP                   0MPP
           17171941         No_PP                   0MPP
           17171942         No_PP                   0MPP
           17171943         No_PP                   0MPP
           17171944         No_PP                   0MPP
           17171947         No_PP                   0MPP
           17171948         No_PP                   0MPP
           17171953         No_PP                   0MPP
           17171954         No_PP                   0MPP
           17171956         No_PP                   0MPP
           17171958         No_PP                   0MPP
           17171959         No_PP                   0MPP
           17171961         No_PP                   0MPP
           17171964         No_PP                   0MPP
           17171975         No_PP                   0MPP
           17171976         No_PP                   0MPP
           17171977         No_PP                   0MPP
           17171981         Prepay                  12MPP
           17171984         Prepay                  12MPP
           17171994         No_PP                   0MPP
           17171997         No_PP                   0MPP
           17172003         No_PP                   0MPP
           17172058         No_PP                   0MPP
           17175030         No_PP                   0MPP
           17175033         No_PP                   0MPP
           17175055         No_PP                   0MPP
           17181087         No_PP                   0MPP
           17181089         No_PP                   0MPP
           17181091         Prepay                  36MPP
           17181127         No_PP                   0MPP
           17172118         No_PP                   0MPP
           17181142         Prepay                  12MPP

           LOAN_SEQ         PP_TYPE                                               PP_PENALTY_HARDNESS_MTHS
           17020574         NO PP                                                                0
           17020737         SOFT                                                                 0
           17020575         NO PP                                                                0
           17020498         NO PP                                                                0
           17020499         NO PP                                                                0
           17020820         SOFT                                                                 0
           17020821         SOFT                                                                 0
           17020660         SOFT                                                                 0
           17020822         NO PP                                                                0
           17020661         NO PP                                                                0
           17020823         NO PP                                                                0
           17020662         HARD                                                                12
           17020824         NO PP                                                                0
           17020663         NO PP                                                                0
           17020825         NO PP                                                                0
           17020664         NO PP                                                                0
           17020826         NO PP                                                                0
           17020665         NO PP                                                                0
           17020827         HARD                                                                12
           17020828         HARD                                                                12
           17020667         NO PP                                                                0
           17020829         NO PP                                                                0
           17020668         NO PP                                                                0
           17020669         NO PP                                                                0
           17020830         NO PP                                                                0
           17020831         HARD                                                                12
           17020670         NO PP                                                                0
           17020832         HARD                                                                12
           17020833         HARD                                                                12
           17020671         NO PP                                                                0
           17020834         HARD                                                                12
           17020672         NO PP                                                                0
           17020835         HARD                                                                12
           17020673         NO PP                                                                0
           17020836         HARD                                                                12
           17020674         NO PP                                                                0
           17020837         HARD                                                                12
           17020675         NO PP                                                                0
           17020838         NO PP                                                                0
           17020676         NO PP                                                                0
           17020839         SOFT                                                                 0
           17020677         HARD                                                                12
           17020678         HARD                                                                12
           17020679         HARD                                                                12
           17020840         SOFT                                                                 0
           17020841         HARD                                                                12
           17020842         HARD                                                                12
           17020680         NO PP                                                                0
           17020843         HARD                                                                12
           17020681         NO PP                                                                0
           17020844         HARD                                                                12
           17020682         NO PP                                                                0
           17020845         HARD                                                                12
           17020683         NO PP                                                                0
           17020846         HARD                                                                12
           17020684         NO PP                                                                0
           17020685         NO PP                                                                0
           17020848         SOFT                                                                 0
           17020686         NO PP                                                                0
           17020849         SOFT                                                                 0
           17020687         NO PP                                                                0
           17020688         NO PP                                                                0
           17020689         NO PP                                                                0
           17020850         SOFT                                                                 0
           17020657         NO PP                                                                0
           17020495         NO PP                                                                0
           17020819         NO PP                                                                0
           17020658         NO PP                                                                0
           17020496         NO PP                                                                0
           17020659         NO PP                                                                0
           17020497         NO PP                                                                0
           17020492         NO PP                                                                0
           17020816         NO PP                                                                0
           17020655         NO PP                                                                0
           17020493         NO PP                                                                0
           17020817         HARD                                                                12
           17020656         NO PP                                                                0
           17020494         NO PP                                                                0
           17020812         HARD                                                                12
           17020651         NO PP                                                                0
           17020813         NO PP                                                                0
           17020814         NO PP                                                                0
           17020652         NO PP                                                                0
           17020490         NO PP                                                                0
           17020491         NO PP                                                                0
           17020815         NO PP                                                                0
           17020654         NO PP                                                                0
           17020500         HARD                                                                12
           17020501         SOFT                                                                 0
           17020502         NO PP                                                                0
           17020503         NO PP                                                                0
           17020504         NO PP                                                                0
           17020505         NO PP                                                                0
           17020506         NO PP                                                                0
           17020507         NO PP                                                                0
           17020508         NO PP                                                                0
           17020509         NO PP                                                                0
           17020510         NO PP                                                                0
           17020511         NO PP                                                                0
           17020512         NO PP                                                                0
           17020513         NO PP                                                                0
           17020514         NO PP                                                                0
           17020515         NO PP                                                                0
           17020516         HARD                                                                12
           17020517         NO PP                                                                0
           17020518         NO PP                                                                0
           17020519         NO PP                                                                0
           17020520         NO PP                                                                0
           17020521         NO PP                                                                0
           17020522         NO PP                                                                0
           17020523         NO PP                                                                0
           17020524         NO PP                                                                0
           17020525         SOFT                                                                 0
           17020526         NO PP                                                                0
           17020527         NO PP                                                                0
           17020528         NO PP                                                                0
           17020529         NO PP                                                                0
           17020530         NO PP                                                                0
           17020531         NO PP                                                                0
           17020532         NO PP                                                                0
           17020533         NO PP                                                                0
           17020534         NO PP                                                                0
           17020535         NO PP                                                                0
           17020536         NO PP                                                                0
           17020537         NO PP                                                                0
           17020538         NO PP                                                                0
           17020539         NO PP                                                                0
           17020700         NO PP                                                                0
           17020701         HARD                                                                12
           17020702         NO PP                                                                0
           17020540         NO PP                                                                0
           17020703         NO PP                                                                0
           17020541         NO PP                                                                0
           17020704         HARD                                                                12
           17020542         NO PP                                                                0
           17020705         NO PP                                                                0
           17020543         NO PP                                                                0
           17020706         NO PP                                                                0
           17020544         NO PP                                                                0
           17020707         NO PP                                                                0
           17020545         NO PP                                                                0
           17020708         NO PP                                                                0
           17020546         NO PP                                                                0
           17020547         NO PP                                                                0
           17020385         NO PP                                                                0
           17020548         NO PP                                                                0
           17020386         NO PP                                                                0
           17020549         HARD                                                                12
           17020387         NO PP                                                                0
           17020388         HARD                                                                12
           17020389         NO PP                                                                0
           17020710         NO PP                                                                0
           17020711         NO PP                                                                0
           17020550         NO PP                                                                0
           17020712         HARD                                                                12
           17020551         NO PP                                                                0
           17020713         NO PP                                                                0
           17020714         SOFT                                                                 0
           17020552         NO PP                                                                0
           17020715         NO PP                                                                0
           17020553         NO PP                                                                0
           17020391         NO PP                                                                0
           17020392         NO PP                                                                0
           17020554         NO PP                                                                0
           17020716         NO PP                                                                0
           17020717         HARD                                                                12
           17020555         NO PP                                                                0
           17020393         NO PP                                                                0
           17020718         HARD                                                                12
           17020556         NO PP                                                                0
           17020394         NO PP                                                                0
           17020395         NO PP                                                                0
           17020557         NO PP                                                                0
           17020719         NO PP                                                                0
           17020558         NO PP                                                                0
           17020397         NO PP                                                                0
           17020559         NO PP                                                                0
           17020398         NO PP                                                                0
           17020399         SOFT                                                                 0
           17020720         NO PP                                                                0
           17020721         SOFT                                                                 0
           17020722         NO PP                                                                0
           17020560         NO PP                                                                0
           17020723         NO PP                                                                0
           17020561         NO PP                                                                0
           17020724         HARD                                                                12
           17020562         NO PP                                                                0
           17020725         NO PP                                                                0
           17020563         NO PP                                                                0
           17020726         HARD                                                                12
           17020564         NO PP                                                                0
           17020727         HARD                                                                12
           17020565         NO PP                                                                0
           17020728         NO PP                                                                0
           17020566         NO PP                                                                0
           17020729         SOFT                                                                 0
           17020567         NO PP                                                                0
           17020568         HARD                                                                36
           17020569         SOFT                                                                 0
           17020730         SOFT                                                                 0
           17020731         NO PP                                                                0
           17020732         HARD                                                                12
           17020570         NO PP                                                                0
           17020733         NO PP                                                                0
           17020571         HARD                                                                36
           17020734         HARD                                                                12
           17020572         NO PP                                                                0
           17020735         NO PP                                                                0
           17020573         NO PP                                                                0
           17020736         HARD                                                                12
           17020487         HARD                                                                12
           17020488         NO PP                                                                0
           17020489         NO PP                                                                0
           17020810         HARD                                                                12
           17020811         HARD                                                                12
           17020650         NO PP                                                                0
           17020791         NO PP                                                                0
           17020792         NO PP                                                                0
           17020793         SOFT                                                                 0
           17020794         HARD                                                                12
           17020795         NO PP                                                                0
           17020796         NO PP                                                                0
           17020797         HARD                                                                12
           17020798         NO PP                                                                0
           17020799         NO PP                                                                0
           17020790         NO PP                                                                0
           17020646         NO PP                                                                0
           17020484         NO PP                                                                0
           17020808         HARD                                                                12
           17020647         NO PP                                                                0
           17020485         NO PP                                                                0
           17020809         HARD                                                                12
           17020648         NO PP                                                                0
           17020486         NO PP                                                                0
           17020649         NO PP                                                                0
           17020781         HARD                                                                12
           17020782         NO PP                                                                0
           17020783         NO PP                                                                0
           17020784         NO PP                                                                0
           17020785         NO PP                                                                0
           17020786         NO PP                                                                0
           17020787         NO PP                                                                0
           17020788         HARD                                                                12
           17020789         NO PP                                                                0
           17020612         NO PP                                                                0
           17020450         NO PP                                                                0
           17020613         NO PP                                                                0
           17020451         NO PP                                                                0
           17020614         NO PP                                                                0
           17020452         NO PP                                                                0
           17020615         NO PP                                                                0
           17020453         NO PP                                                                0
           17020616         NO PP                                                                0
           17020454         NO PP                                                                0
           17020617         NO PP                                                                0
           17020455         NO PP                                                                0
           17020456         NO PP                                                                0
           17020618         HARD                                                                12
           17020619         NO PP                                                                0
           17020457         NO PP                                                                0
           17020458         NO PP                                                                0
           17020459         HARD                                                                12
           17020620         NO PP                                                                0
           17020621         NO PP                                                                0
           17020622         NO PP                                                                0
           17020460         HARD                                                                12
           17020623         NO PP                                                                0
           17020461         NO PP                                                                0
           17020624         NO PP                                                                0
           17020462         NO PP                                                                0
           17020625         NO PP                                                                0
           17020463         NO PP                                                                0
           17020626         NO PP                                                                0
           17020464         NO PP                                                                0
           17020627         NO PP                                                                0
           17020465         NO PP                                                                0
           17020628         NO PP                                                                0
           17020466         SOFT                                                                 0
           17020629         NO PP                                                                0
           17020467         NO PP                                                                0
           17020468         NO PP                                                                0
           17020469         NO PP                                                                0
           17020630         NO PP                                                                0
           17020631         NO PP                                                                0
           17020632         NO PP                                                                0
           17020470         NO PP                                                                0
           17020633         HARD                                                                12
           17020471         NO PP                                                                0
           17020634         NO PP                                                                0
           17020472         NO PP                                                                0
           17020635         NO PP                                                                0
           17020473         NO PP                                                                0
           17020636         NO PP                                                                0
           17020474         NO PP                                                                0
           17020637         NO PP                                                                0
           17020475         NO PP                                                                0
           17020638         NO PP                                                                0
           17020476         NO PP                                                                0
           17020477         SOFT                                                                 0
           17020478         NO PP                                                                0
           17020479         NO PP                                                                0
           17020800         NO PP                                                                0
           17020801         NO PP                                                                0
           17020640         NO PP                                                                0
           17020802         HARD                                                                12
           17020641         NO PP                                                                0
           17020803         NO PP                                                                0
           17020642         NO PP                                                                0
           17020480         NO PP                                                                0
           17020804         NO PP                                                                0
           17020643         NO PP                                                                0
           17020481         NO PP                                                                0
           17020805         NO PP                                                                0
           17020644         NO PP                                                                0
           17020482         NO PP                                                                0
           17020806         HARD                                                                12
           17020645         NO PP                                                                0
           17020483         NO PP                                                                0
           17020807         HARD                                                                12
           17020436         NO PP                                                                0
           17020437         NO PP                                                                0
           17020438         NO PP                                                                0
           17020439         NO PP                                                                0
           17020600         NO PP                                                                0
           17020601         NO PP                                                                0
           17020602         NO PP                                                                0
           17020440         NO PP                                                                0
           17020603         NO PP                                                                0
           17020441         NO PP                                                                0
           17020604         NO PP                                                                0
           17020442         NO PP                                                                0
           17020605         NO PP                                                                0
           17020606         NO PP                                                                0
           17020444         NO PP                                                                0
           17020607         NO PP                                                                0
           17020445         NO PP                                                                0
           17020608         NO PP                                                                0
           17020446         NO PP                                                                0
           17020609         NO PP                                                                0
           17020447         NO PP                                                                0
           17020448         NO PP                                                                0
           17020449         NO PP                                                                0
           17020610         NO PP                                                                0
           17020611         NO PP                                                                0
           17020771         HARD                                                                12
           17020772         SOFT                                                                 0
           17020773         HARD                                                                12
           17020774         NO PP                                                                0
           17020775         NO PP                                                                0
           17020777         NO PP                                                                0
           17020778         HARD                                                                12
           17020779         NO PP                                                                0
           17020780         HARD                                                                12
           17020400         NO PP                                                                0
           17020401         HARD                                                                12
           17020402         NO PP                                                                0
           17020403         NO PP                                                                0
           17020404         NO PP                                                                0
           17020405         NO PP                                                                0
           17020406         HARD                                                                12
           17020407         NO PP                                                                0
           17020408         NO PP                                                                0
           17020409         NO PP                                                                0
           17020410         NO PP                                                                0
           17020411         HARD                                                                12
           17020412         NO PP                                                                0
           17020413         NO PP                                                                0
           17020415         NO PP                                                                0
           17020416         NO PP                                                                0
           17020417         NO PP                                                                0
           17020418         NO PP                                                                0
           17020419         HARD                                                                12
           17020420         NO PP                                                                0
           17020421         NO PP                                                                0
           17020422         NO PP                                                                0
           17020423         NO PP                                                                0
           17020424         NO PP                                                                0
           17020425         NO PP                                                                0
           17020427         NO PP                                                                0
           17020428         NO PP                                                                0
           17020429         NO PP                                                                0
           17020430         NO PP                                                                0
           17020431         NO PP                                                                0
           17020432         NO PP                                                                0
           17020433         NO PP                                                                0
           17020434         NO PP                                                                0
           17020761         NO PP                                                                0
           17020762         HARD                                                                12
           17020763         NO PP                                                                0
           17020764         NO PP                                                                0
           17020765         NO PP                                                                0
           17020766         NO PP                                                                0
           17020767         NO PP                                                                0
           17020768         NO PP                                                                0
           17020769         NO PP                                                                0
           17020770         NO PP                                                                0
           17020851         HARD                                                                12
           17020852         HARD                                                                12
           17020690         NO PP                                                                0
           17020853         HARD                                                                12
           17020691         NO PP                                                                0
           17020854         HARD                                                                12
           17020692         NO PP                                                                0
           17020855         HARD                                                                12
           17020693         NO PP                                                                0
           17020856         NO PP                                                                0
           17020694         NO PP                                                                0
           17020857         HARD                                                                12
           17020695         NO PP                                                                0
           17020858         SOFT                                                                 0
           17020696         HARD                                                                12
           17020859         SOFT                                                                 0
           17020697         NO PP                                                                0
           17020698         NO PP                                                                0
           17020699         NO PP                                                                0
           17020860         NO PP                                                                0
           17020861         SOFT                                                                 0
           17020862         SOFT                                                                 0
           17020740         HARD                                                                12
           17020741         HARD                                                                12
           17020742         HARD                                                                12
           17020580         NO PP                                                                0
           17020743         NO PP                                                                0
           17020581         NO PP                                                                0
           17020744         NO PP                                                                0
           17020582         NO PP                                                                0
           17020745         NO PP                                                                0
           17020583         NO PP                                                                0
           17020746         NO PP                                                                0
           17020584         NO PP                                                                0
           17020747         HARD                                                                12
           17020585         NO PP                                                                0
           17020748         NO PP                                                                0
           17020586         NO PP                                                                0
           17020749         HARD                                                                12
           17020587         NO PP                                                                0
           17020588         HARD                                                                36
           17020589         NO PP                                                                0
           17020750         SOFT                                                                 0
           17020751         HARD                                                                12
           17020590         NO PP                                                                0
           17020752         HARD                                                                12
           17020591         NO PP                                                                0
           17020753         HARD                                                                12
           17020592         NO PP                                                                0
           17020754         NO PP                                                                0
           17020593         NO PP                                                                0
           17020755         HARD                                                                12
           17020594         NO PP                                                                0
           17020756         HARD                                                                12
           17020595         NO PP                                                                0
           17020757         HARD                                                                12
           17020596         NO PP                                                                0
           17020758         HARD                                                                12
           17020597         NO PP                                                                0
           17020759         HARD                                                                12
           17020598         HARD                                                                12
           17020599         NO PP                                                                0
           17020760         SOFT                                                                 0
           17020738         NO PP                                                                0
           17020576         NO PP                                                                0
           17020739         NO PP                                                                0
           17020577         NO PP                                                                0
           17020578         NO PP                                                                0
           17020390         NO PP                                                                0
           17149253         NO PP                                                                0
           17129133         NO PP                                                                0
           17120372         NO PP                                                                0
           17120377         NO PP                                                                0
           17120399         NO PP                                                                0
           17129138         NO PP                                                                0
           17120386         SOFT                                                                 0
           17120389         NO PP                                                                0
           17120412         NO PP                                                                0
           17120421         NO PP                                                                0
           17120390         SOFT                                                                 0
           17120391         HARD                                                                12
           17120392         HARD                                                                12
           17120393         NO PP                                                                0
           17120394         HARD                                                                12
           17120395         NO PP                                                                0
           17120397         NO PP                                                                0
           17120398         NO PP                                                                0
           17120385         NO PP                                                                0
           17120387         NO PP                                                                0
           17120388         NO PP                                                                0
           17120384         NO PP                                                                0
           17120330         NO PP                                                                0
           17120331         NO PP                                                                0
           17120332         NO PP                                                                0
           17120333         NO PP                                                                0
           17120334         NO PP                                                                0
           17120335         HARD                                                                12
           17120336         NO PP                                                                0
           17120337         HARD                                                                12
           17120338         SOFT                                                                 0
           17120339         SOFT                                                                 0
           17120341         NO PP                                                                0
           17120342         SOFT                                                                 0
           17120343         HARD                                                                12
           17120344         HARD                                                                12
           17120346         NO PP                                                                0
           17120347         NO PP                                                                0
           17120348         NO PP                                                                0
           17120349         NO PP                                                                0
           17120350         NO PP                                                                0
           17120351         HARD                                                                12
           17120353         SOFT                                                                 0
           17120354         HARD                                                                12
           17120355         NO PP                                                                0
           17120356         SOFT                                                                 0
           17120357         NO PP                                                                0
           17120358         NO PP                                                                0
           17120359         NO PP                                                                0
           17120360         NO PP                                                                0
           17120361         NO PP                                                                0
           17120362         NO PP                                                                0
           17120363         NO PP                                                                0
           17120364         NO PP                                                                0
           17120365         NO PP                                                                0
           17120366         HARD                                                                12
           17120367         SOFT                                                                 0
           17120370         NO PP                                                                0
           17120371         HARD                                                                12
           17120373         NO PP                                                                0
           17120374         NO PP                                                                0
           17120375         HARD                                                                12
           17120376         NO PP                                                                0
           17120378         NO PP                                                                0
           17120379         NO PP                                                                0
           17120380         HARD                                                                12
           17120381         HARD                                                                12
           17120382         NO PP                                                                0
           17120383         NO PP                                                                0
           17120327         HARD                                                                12
           17120328         NO PP                                                                0
           17149240         NO PP                                                                0
           17149241         NO PP                                                                0
           17149242         NO PP                                                                0
           17149243         NO PP                                                                0
           17149244         NO PP                                                                0
           17149245         NO PP                                                                0
           17149246         HARD                                                                12
           17149247         HARD                                                                12
           17149248         HARD                                                                12
           17149249         NO PP                                                                0
           17149250         HARD                                                                12
           17149251         HARD                                                                12
           17149252         NO PP                                                                0
           17149100         HARD                                                                12
           17149101         HARD                                                                12
           17149102         NO PP                                                                0
           17129130         NO PP                                                                0
           17129131         NO PP                                                                0
           17129132         NO PP                                                                0
           17129134         NO PP                                                                0
           17129135         NO PP                                                                0
           17129136         NO PP                                                                0
           17129137         NO PP                                                                0
           17129139         NO PP                                                                0
           17129140         HARD                                                                12
           17129141         NO PP                                                                0
           17129142         HARD                                                                12
           17129144         NO PP                                                                0
           17129145         HARD                                                                12
           17129127         NO PP                                                                0
           17129128         NO PP                                                                0
           17129129         NO PP                                                                0
           17120410         HARD                                                                12
           17120411         NO PP                                                                0
           17120413         NO PP                                                                0
           17120414         NO PP                                                                0
           17120415         NO PP                                                                0
           17120416         HARD                                                                12
           17120417         NO PP                                                                0
           17120418         NO PP                                                                0
           17120419         NO PP                                                                0
           17120420         HARD                                                                12
           17120422         NO PP                                                                0
           17120423         NO PP                                                                0
           17120424         NO PP                                                                0
           17120425         NO PP                                                                0
           17120426         NO PP                                                                0
           17149077         NO PP                                                                0
           17149078         NO PP                                                                0
           17149079         NO PP                                                                0
           17149080         NO PP                                                                0
           17149081         HARD                                                                12
           17149082         NO PP                                                                0
           17149083         NO PP                                                                0
           17149084         NO PP                                                                0
           17149086         HARD                                                                12
           17149087         NO PP                                                                0
           17149088         NO PP                                                                0
           17149089         HARD                                                                12
           17149090         NO PP                                                                0
           17149091         HARD                                                                12
           17120401         HARD                                                                12
           17120402         NO PP                                                                0
           17120403         NO PP                                                                0
           17120404         NO PP                                                                0
           17120405         NO PP                                                                0
           17120406         NO PP                                                                0
           17120407         NO PP                                                                0
           17120408         HARD                                                                12
           17120409         HARD                                                                12
           17149092         NO PP                                                                0
           17149093         NO PP                                                                0
           17149094         NO PP                                                                0
           17149095         NO PP                                                                0
           17149096         NO PP                                                                0
           17149097         HARD                                                                12
           17149098         HARD                                                                12
           17149099         HARD                                                                12
           17120498         NO PP                                                                0
           17120455         NO PP                                                                0
           17120477         NO PP                                                                0
           17120490         HARD                                                                12
           17120532         NO PP                                                                0
           17120544         NO PP                                                                0
           17120540         NO PP                                                                0
           17120541         SOFT                                                                 0
           17120542         SOFT                                                                 0
           17120543         SOFT                                                                 0
           17120545         NO PP                                                                0
           17120546         NO PP                                                                0
           17120547         SOFT                                                                 0
           17120548         HARD                                                                12
           17120549         NO PP                                                                0
           17120550         NO PP                                                                0
           17120551         NO PP                                                                0
           17120552         HARD                                                                12
           17120553         NO PP                                                                0
           17120554         NO PP                                                                0
           17120555         HARD                                                                12
           17120556         NO PP                                                                0
           17120557         NO PP                                                                0
           17120558         HARD                                                                12
           17120559         NO PP                                                                0
           17120560         HARD                                                                12
           17120561         NO PP                                                                0
           17120562         HARD                                                                12
           17120563         NO PP                                                                0
           17120564         SOFT                                                                 0
           17120565         HARD                                                                12
           17120566         NO PP                                                                0
           17120567         NO PP                                                                0
           17120568         NO PP                                                                0
           17120569         NO PP                                                                0
           17120570         NO PP                                                                0
           17120571         NO PP                                                                0
           17120572         NO PP                                                                0
           17120573         HARD                                                                12
           17120574         HARD                                                                12
           17120575         SOFT                                                                 0
           17120576         SOFT                                                                 0
           17120526         SOFT                                                                 0
           17120527         HARD                                                                12
           17120528         HARD                                                                12
           17120529         SOFT                                                                 0
           17120530         HARD                                                                12
           17120531         HARD                                                                12
           17120533         HARD                                                                12
           17120534         NO PP                                                                0
           17120535         SOFT                                                                 0
           17120536         NO PP                                                                0
           17120537         SOFT                                                                 0
           17120538         NO PP                                                                0
           17120539         HARD                                                                12
           17120510         NO PP                                                                0
           17120511         NO PP                                                                0
           17120512         SOFT                                                                 0
           17120513         NO PP                                                                0
           17120514         NO PP                                                                0
           17120515         HARD                                                                12
           17120516         HARD                                                                12
           17120517         SOFT                                                                 0
           17120518         SOFT                                                                 0
           17120519         NO PP                                                                0
           17120520         NO PP                                                                0
           17120521         SOFT                                                                 0
           17120522         NO PP                                                                0
           17120523         SOFT                                                                 0
           17120524         NO PP                                                                0
           17120525         SOFT                                                                 0
           17120500         NO PP                                                                0
           17120501         NO PP                                                                0
           17120502         SOFT                                                                 0
           17120503         HARD                                                                12
           17120504         HARD                                                                12
           17120505         NO PP                                                                0
           17120506         NO PP                                                                0
           17120507         NO PP                                                                0
           17120508         HARD                                                                12
           17120509         SOFT                                                                 0
           17149110         SOFT                                                                 0
           17149111         NO PP                                                                0
           17149112         NO PP                                                                0
           17149113         NO PP                                                                0
           17149103         SOFT                                                                 0
           17149105         NO PP                                                                0
           17149106         NO PP                                                                0
           17149107         SOFT                                                                 0
           17149108         NO PP                                                                0
           17149109         SOFT                                                                 0
           17120450         NO PP                                                                0
           17120451         SOFT                                                                 0
           17120452         NO PP                                                                0
           17120453         NO PP                                                                0
           17120454         NO PP                                                                0
           17120456         NO PP                                                                0
           17120457         NO PP                                                                0
           17120458         NO PP                                                                0
           17120459         HARD                                                                12
           17120460         NO PP                                                                0
           17120461         NO PP                                                                0
           17120462         NO PP                                                                0
           17120463         HARD                                                                12
           17120464         NO PP                                                                0
           17120465         HARD                                                                12
           17120466         SOFT                                                                 0
           17120467         NO PP                                                                0
           17120468         NO PP                                                                0
           17120469         NO PP                                                                0
           17120470         HARD                                                                12
           17120471         NO PP                                                                0
           17120472         SOFT                                                                 0
           17120473         HARD                                                                12
           17120474         HARD                                                                12
           17120476         NO PP                                                                0
           17120478         NO PP                                                                0
           17120479         NO PP                                                                0
           17120480         HARD                                                                12
           17120481         SOFT                                                                 0
           17120482         NO PP                                                                0
           17120483         HARD                                                                12
           17120484         NO PP                                                                0
           17120485         NO PP                                                                0
           17120486         NO PP                                                                0
           17120487         SOFT                                                                 0
           17120488         NO PP                                                                0
           17120489         SOFT                                                                 0
           17120491         HARD                                                                12
           17120492         NO PP                                                                0
           17120493         NO PP                                                                0
           17120494         HARD                                                                12
           17120495         NO PP                                                                0
           17120496         SOFT                                                                 0
           17120499         NO PP                                                                0
           17120429         SOFT                                                                 0
           17120430         NO PP                                                                0
           17120431         NO PP                                                                0
           17120432         NO PP                                                                0
           17120433         NO PP                                                                0
           17120434         NO PP                                                                0
           17120436         NO PP                                                                0
           17120437         NO PP                                                                0
           17120438         NO PP                                                                0
           17120440         NO PP                                                                0
           17120441         NO PP                                                                0
           17120442         NO PP                                                                0
           17120443         NO PP                                                                0
           17120444         SOFT                                                                 0
           17120445         NO PP                                                                0
           17120446         NO PP                                                                0
           17120447         NO PP                                                                0
           17120448         HARD                                                                12
           17120449         NO PP                                                                0
           17181086         NO PP                                                                0
           17171924         NO PP                                                                0
           17172078         NO PP                                                                0
           17175048         NO PP                                                                0
           17175049         NO PP                                                                0
           17171987         NO PP                                                                0
           17172020         NO PP                                                                0
           17203440         SOFT                                                                 0
           17172004         NO PP                                                                0
           17172023         NO PP                                                                0
           17172005         NO PP                                                                0
           17203443         NO PP                                                                0
           17203445         NO PP                                                                0
           17203409         HARD                                                                12
           17172044         NO PP                                                                0
           17203427         SOFT                                                                 0
           17172008         NO PP                                                                0
           17181117         NO PP                                                                0
           17172064         SOFT                                                                 0
           17203267         NO PP                                                                0
           17175071         NO PP                                                                0
           17172065         NO PP                                                                0
           17175054         NO PP                                                                0
           17172048         NO PP                                                                0
           17172049         NO PP                                                                0
           17171951         NO PP                                                                0
           17171995         NO PP                                                                0
           17203410         NO PP                                                                0
           17181120         NO PP                                                                0
           17172112         NO PP                                                                0
           17172014         SOFT                                                                 0
           17203451         NO PP                                                                0
           17172051         HARD                                                                12
           17203255         NO PP                                                                0
           17172053         NO PP                                                                0
           17203437         NO PP                                                                0
           17172036         HARD                                                                12
           17172136         SOFT                                                                 0
           17172073         HARD                                                                12
           17172055         NO PP                                                                0
           17203294         NO PP                                                                0
           17203278         NO PP                                                                0
           17203359         SOFT                                                                 0
           17172039         NO PP                                                                0
           17203396         NO PP                                                                0
           17203423         SOFT                                                                 0
           17203388         SOFT                                                                 0
           17203364         NO PP                                                                0
           17203354         HARD                                                                12
           17203317         NO PP                                                                0
           17171965         SOFT                                                                 0
           17203331         NO PP                                                                0
           17172132         NO PP                                                                0
           17172133         NO PP                                                                0
           17172127         NO PP                                                                0
           17172130         NO PP                                                                0
           17172104         NO PP                                                                0
           17172114         HARD                                                                12
           17172125         NO PP                                                                0
           17172126         NO PP                                                                0
           17171998         NO PP                                                                0
           17172001         NO PP                                                                0
           17172002         NO PP                                                                0
           17172010         NO PP                                                                0
           17172022         NO PP                                                                0
           17172033         HARD                                                                12
           17172041         HARD                                                                12
           17172057         NO PP                                                                0
           17172061         NO PP                                                                0
           17172068         NO PP                                                                0
           17172074         HARD                                                                12
           17172084         NO PP                                                                0
           17172086         NO PP                                                                0
           17171926         NO PP                                                                0
           17171946         NO PP                                                                0
           17171952         NO PP                                                                0
           17171957         NO PP                                                                0
           17171960         SOFT                                                                 0
           17171979         SOFT                                                                 0
           17171980         NO PP                                                                0
           17171983         NO PP                                                                0
           17171990         NO PP                                                                0
           17171992         HARD                                                                12
           17171922         NO PP                                                                0
           17203303         NO PP                                                                0
           17203452         NO PP                                                                0
           17203340         NO PP                                                                0
           17203351         NO PP                                                                0
           17203283         NO PP                                                                0
           17203252         NO PP                                                                0
           17203412         HARD                                                                12
           17203321         NO PP                                                                0
           17203385         NO PP                                                                0
           17203392         NO PP                                                                0
           17203401         NO PP                                                                0
           17203435         NO PP                                                                0
           17203383         NO PP                                                                0
           17203323         NO PP                                                                0
           17203449         NO PP                                                                0
           17203328         NO PP                                                                0
           17203339         HARD                                                                12
           17203315         NO PP                                                                0
           17203257         NO PP                                                                0
           17203295         NO PP                                                                0
           17203290         NO PP                                                                0
           17203299         NO PP                                                                0
           17203424         NO PP                                                                0
           17203379         NO PP                                                                0
           17203256         NO PP                                                                0
           17203422         HARD                                                                12
           17203253         NO PP                                                                0
           17203312         HARD                                                                36
           17203293         NO PP                                                                0
           17203418         NO PP                                                                0
           17203314         NO PP                                                                0
           17203448         NO PP                                                                0
           17203384         NO PP                                                                0
           17203281         NO PP                                                                0
           17203348         NO PP                                                                0
           17203390         HARD                                                                12
           17203310         NO PP                                                                0
           17203363         NO PP                                                                0
           17203425         NO PP                                                                0
           17203373         NO PP                                                                0
           17203266         NO PP                                                                0
           17203358         SOFT                                                                 0
           17203429         NO PP                                                                0
           17203371         HARD                                                                12
           17203337         SOFT                                                                 0
           17203421         SOFT                                                                 0
           17203430         NO PP                                                                0
           17203247         NO PP                                                                0
           17203320         NO PP                                                                0
           17203405         HARD                                                                12
           17203270         NO PP                                                                0
           17203362         SOFT                                                                 0
           17203361         NO PP                                                                0
           17203272         NO PP                                                                0
           17203350         HARD                                                                12
           17203403         NO PP                                                                0
           17203301         NO PP                                                                0
           17203349         NO PP                                                                0
           17203338         NO PP                                                                0
           17203345         NO PP                                                                0
           17203307         NO PP                                                                0
           17203357         HARD                                                                12
           17203442         NO PP                                                                0
           17203277         NO PP                                                                0
           17203280         NO PP                                                                0
           17203344         NO PP                                                                0
           17203381         NO PP                                                                0
           17203436         NO PP                                                                0
           17203333         HARD                                                                12
           17203316         NO PP                                                                0
           17203305         NO PP                                                                0
           17203292         NO PP                                                                0
           17203419         NO PP                                                                0
           17203433         NO PP                                                                0
           17203438         NO PP                                                                0
           17203284         NO PP                                                                0
           17203275         NO PP                                                                0
           17203411         NO PP                                                                0
           17203324         NO PP                                                                0
           17203408         HARD                                                                12
           17203300         NO PP                                                                0
           17203273         NO PP                                                                0
           17203446         HARD                                                                12
           17203415         HARD                                                                12
           17203389         NO PP                                                                0
           17203398         NO PP                                                                0
           17203274         NO PP                                                                0
           17203318         HARD                                                                36
           17203391         NO PP                                                                0
           17203399         NO PP                                                                0
           17203450         NO PP                                                                0
           17203447         NO PP                                                                0
           17203453         NO PP                                                                0
           17203428         NO PP                                                                0
           17203313         NO PP                                                                0
           17203431         NO PP                                                                0
           17203417         NO PP                                                                0
           17203343         NO PP                                                                0
           17203360         NO PP                                                                0
           17203416         NO PP                                                                0
           17203406         HARD                                                                12
           17203367         NO PP                                                                0
           17203380         NO PP                                                                0
           17203286         NO PP                                                                0
           17203330         HARD                                                                12
           17203249         NO PP                                                                0
           17203342         NO PP                                                                0
           17203346         HARD                                                                12
           17203264         NO PP                                                                0
           17203322         NO PP                                                                0
           17203397         NO PP                                                                0
           17203407         HARD                                                                12
           17203336         HARD                                                                12
           17203374         HARD                                                                12
           17203329         SOFT                                                                 0
           17203327         HARD                                                                12
           17203369         NO PP                                                                0
           17203335         HARD                                                                12
           17203291         NO PP                                                                0
           17203289         NO PP                                                                0
           17203372         NO PP                                                                0
           17203296         NO PP                                                                0
           17203254         NO PP                                                                0
           17203444         NO PP                                                                0
           17203365         NO PP                                                                0
           17203259         NO PP                                                                0
           17203366         NO PP                                                                0
           17203353         NO PP                                                                0
           17203285         NO PP                                                                0
           17203352         NO PP                                                                0
           17203306         NO PP                                                                0
           17203414         NO PP                                                                0
           17203393         NO PP                                                                0
           17203382         NO PP                                                                0
           17203302         NO PP                                                                0
           17203356         HARD                                                                12
           17203387         HARD                                                                12
           17203377         NO PP                                                                0
           17203308         NO PP                                                                0
           17203276         NO PP                                                                0
           17203288         NO PP                                                                0
           17203378         NO PP                                                                0
           17203376         NO PP                                                                0
           17203370         SOFT                                                                 0
           17203248         NO PP                                                                0
           17203341         NO PP                                                                0
           17203334         HARD                                                                12
           17203395         HARD                                                                12
           17203332         HARD                                                                12
           17203309         HARD                                                                36
           17203375         NO PP                                                                0
           17203279         NO PP                                                                0
           17203386         NO PP                                                                0
           17203311         NO PP                                                                0
           17203420         NO PP                                                                0
           17203402         HARD                                                                12
           17203439         NO PP                                                                0
           17203297         NO PP                                                                0
           17203282         NO PP                                                                0
           17203368         HARD                                                                12
           17203394         NO PP                                                                0
           17203400         NO PP                                                                0
           17203355         NO PP                                                                0
           17203404         NO PP                                                                0
           17203426         NO PP                                                                0
           17203298         NO PP                                                                0
           17203304         NO PP                                                                0
           17203434         NO PP                                                                0
           17171962         NO PP                                                                0
           17171963         NO PP                                                                0
           17171966         NO PP                                                                0
           17171967         NO PP                                                                0
           17171968         NO PP                                                                0
           17171969         NO PP                                                                0
           17171970         NO PP                                                                0
           17171971         NO PP                                                                0
           17171973         NO PP                                                                0
           17171974         HARD                                                                12
           17171978         NO PP                                                                0
           17171982         NO PP                                                                0
           17171985         NO PP                                                                0
           17171986         NO PP                                                                0
           17171988         NO PP                                                                0
           17171989         NO PP                                                                0
           17171991         NO PP                                                                0
           17171993         HARD                                                                12
           17171996         NO PP                                                                0
           17171999         NO PP                                                                0
           17171950         NO PP                                                                0
           17171955         SOFT                                                                 0
           17171916         NO PP                                                                0
           17171917         NO PP                                                                0
           17171918         NO PP                                                                0
           17171919         HARD                                                                12
           17171920         NO PP                                                                0
           17171921         NO PP                                                                0
           17171923         NO PP                                                                0
           17171925         NO PP                                                                0
           17171927         HARD                                                                12
           17171933         NO PP                                                                0
           17171935         NO PP                                                                0
           17171937         NO PP                                                                0
           17171939         NO PP                                                                0
           17171945         NO PP                                                                0
           17171949         NO PP                                                                0
           17175070         HARD                                                                12
           17175072         NO PP                                                                0
           17175056         NO PP                                                                0
           17175057         NO PP                                                                0
           17175059         NO PP                                                                0
           17175060         HARD                                                                12
           17175061         NO PP                                                                0
           17175062         NO PP                                                                0
           17175063         HARD                                                                12
           17175064         HARD                                                                12
           17175065         HARD                                                                12
           17175066         NO PP                                                                0
           17175067         NO PP                                                                0
           17175068         NO PP                                                                0
           17175069         NO PP                                                                0
           17175031         NO PP                                                                0
           17175032         NO PP                                                                0
           17175034         NO PP                                                                0
           17175035         NO PP                                                                0
           17175036         NO PP                                                                0
           17175037         NO PP                                                                0
           17175040         NO PP                                                                0
           17175041         NO PP                                                                0
           17175042         SOFT                                                                 0
           17175043         NO PP                                                                0
           17175045         NO PP                                                                0
           17175046         SOFT                                                                 0
           17175047         NO PP                                                                0
           17175050         NO PP                                                                0
           17175051         NO PP                                                                0
           17175052         NO PP                                                                0
           17175053         HARD                                                                12
           17175024         SOFT                                                                 0
           17175025         NO PP                                                                0
           17175026         NO PP                                                                0
           17175027         NO PP                                                                0
           17175028         NO PP                                                                0
           17175029         NO PP                                                                0
           17172120         NO PP                                                                0
           17172121         NO PP                                                                0
           17172122         SOFT                                                                 0
           17172123         NO PP                                                                0
           17172124         HARD                                                                12
           17172128         HARD                                                                12
           17172129         HARD                                                                12
           17172131         HARD                                                                12
           17172134         NO PP                                                                0
           17172135         NO PP                                                                0
           17172137         NO PP                                                                0
           17172138         SOFT                                                                 0
           17172139         HARD                                                                12
           17172100         NO PP                                                                0
           17172101         HARD                                                                12
           17172102         NO PP                                                                0
           17172103         HARD                                                                12
           17172105         SOFT                                                                 0
           17172106         HARD                                                                12
           17172107         NO PP                                                                0
           17172108         NO PP                                                                0
           17172109         HARD                                                                12
           17172110         NO PP                                                                0
           17172111         NO PP                                                                0
           17172113         HARD                                                                12
           17172115         SOFT                                                                 0
           17172116         HARD                                                                12
           17172117         NO PP                                                                0
           17172119         NO PP                                                                0
           17181161         HARD                                                                12
           17172090         SOFT                                                                 0
           17181162         NO PP                                                                0
           17172091         NO PP                                                                0
           17172092         HARD                                                                12
           17172093         NO PP                                                                0
           17172094         NO PP                                                                0
           17172095         NO PP                                                                0
           17172097         NO PP                                                                0
           17172098         NO PP                                                                0
           17172099         NO PP                                                                0
           17181150         HARD                                                                12
           17181151         HARD                                                                12
           17172080         HARD                                                                12
           17181152         NO PP                                                                0
           17172081         NO PP                                                                0
           17181153         NO PP                                                                0
           17172082         NO PP                                                                0
           17181154         SOFT                                                                 0
           17172083         HARD                                                                12
           17172085         SOFT                                                                 0
           17181158         NO PP                                                                0
           17172087         NO PP                                                                0
           17181159         NO PP                                                                0
           17172088         SOFT                                                                 0
           17172089         HARD                                                                12
           17172060         HARD                                                                12
           17181132         NO PP                                                                0
           17181133         NO PP                                                                0
           17172062         NO PP                                                                0
           17181134         SOFT                                                                 0
           17172063         HARD                                                                12
           17181135         NO PP                                                                0
           17181136         NO PP                                                                0
           17172066         SOFT                                                                 0
           17181138         HARD                                                                12
           17172067         NO PP                                                                0
           17172069         SOFT                                                                 0
           17181140         HARD                                                                12
           17172070         SOFT                                                                 0
           17172071         NO PP                                                                0
           17181143         NO PP                                                                0
           17172072         HARD                                                                12
           17181145         HARD                                                                12
           17181146         NO PP                                                                0
           17172075         NO PP                                                                0
           17181147         NO PP                                                                0
           17172076         HARD                                                                12
           17181148         NO PP                                                                0
           17172077         HARD                                                                12
           17172079         NO PP                                                                0
           17181130         NO PP                                                                0
           17181131         NO PP                                                                0
           17181121         NO PP                                                                0
           17172050         NO PP                                                                0
           17181122         NO PP                                                                0
           17181123         SOFT                                                                 0
           17172052         SOFT                                                                 0
           17181124         NO PP                                                                0
           17181125         HARD                                                                12
           17172054         NO PP                                                                0
           17181126         NO PP                                                                0
           17172056         NO PP                                                                0
           17172059         NO PP                                                                0
           17172047         HARD                                                                12
           17181119         HARD                                                                12
           17172021         NO PP                                                                0
           17172024         HARD                                                                12
           17172025         NO PP                                                                0
           17172026         NO PP                                                                0
           17172027         NO PP                                                                0
           17172028         NO PP                                                                0
           17172029         NO PP                                                                0
           17181100         NO PP                                                                0
           17181101         NO PP                                                                0
           17172030         NO PP                                                                0
           17181102         HARD                                                                36
           17172031         NO PP                                                                0
           17172032         NO PP                                                                0
           17181104         NO PP                                                                0
           17181105         NO PP                                                                0
           17172034         NO PP                                                                0
           17181106         HARD                                                                12
           17172035         HARD                                                                12
           17181107         NO PP                                                                0
           17181108         NO PP                                                                0
           17172037         HARD                                                                12
           17181109         HARD                                                                12
           17172038         NO PP                                                                0
           17181110         NO PP                                                                0
           17181111         HARD                                                                12
           17172040         NO PP                                                                0
           17181112         NO PP                                                                0
           17181113         SOFT                                                                 0
           17172042         SOFT                                                                 0
           17181114         HARD                                                                12
           17172043         NO PP                                                                0
           17181115         NO PP                                                                0
           17181116         NO PP                                                                0
           17172045         NO PP                                                                0
           17172046         NO PP                                                                0
           17172017         SOFT                                                                 0
           17172018         NO PP                                                                0
           17172019         HARD                                                                12
           17172000         NO PP                                                                0
           17172006         NO PP                                                                0
           17172007         SOFT                                                                 0
           17172009         NO PP                                                                0
           17172011         NO PP                                                                0
           17172013         NO PP                                                                0
           17172015         NO PP                                                                0
           17172016         SOFT                                                                 0
           17181088         NO PP                                                                0
           17181090         NO PP                                                                0
           17181092         NO PP                                                                0
           17181093         NO PP                                                                0
           17181094         NO PP                                                                0
           17181095         NO PP                                                                0
           17181096         SOFT                                                                 0
           17181097         NO PP                                                                0
           17181099         NO PP                                                                0
           17181082         SOFT                                                                 0
           17181083         NO PP                                                                0
           17181084         NO PP                                                                0
           17181085         NO PP                                                                0
           17172140         NO PP                                                                0
           17172141         NO PP                                                                0
           17172142         NO PP                                                                0
           17175038         NO PP                                                                0
           17175039         NO PP                                                                0
           17175044         NO PP                                                                0
           17175073         NO PP                                                                0
           17181098         NO PP                                                                0
           17181103         NO PP                                                                0
           17181118         HARD                                                                12
           17181128         NO PP                                                                0
           17181129         NO PP                                                                0
           17181137         HARD                                                                12
           17181139         NO PP                                                                0
           17181144         NO PP                                                                0
           17181149         NO PP                                                                0
           17181155         NO PP                                                                0
           17181156         NO PP                                                                0
           17181157         HARD                                                                12
           17181160         NO PP                                                                0
           17171928         NO PP                                                                0
           17171929         NO PP                                                                0
           17171930         NO PP                                                                0
           17171931         NO PP                                                                0
           17171932         NO PP                                                                0
           17171934         NO PP                                                                0
           17171936         NO PP                                                                0
           17171938         NO PP                                                                0
           17171940         NO PP                                                                0
           17171941         NO PP                                                                0
           17171942         NO PP                                                                0
           17171943         NO PP                                                                0
           17171944         NO PP                                                                0
           17171947         NO PP                                                                0
           17171948         NO PP                                                                0
           17171953         NO PP                                                                0
           17171954         NO PP                                                                0
           17171956         NO PP                                                                0
           17171958         NO PP                                                                0
           17171959         NO PP                                                                0
           17171961         NO PP                                                                0
           17171964         NO PP                                                                0
           17171975         NO PP                                                                0
           17171976         NO PP                                                                0
           17171977         NO PP                                                                0
           17171981         HARD                                                                12
           17171984         HARD                                                                12
           17171994         NO PP                                                                0
           17171997         NO PP                                                                0
           17172003         NO PP                                                                0
           17172058         NO PP                                                                0
           17175030         NO PP                                                                0
           17175033         NO PP                                                                0
           17175055         NO PP                                                                0
           17181087         NO PP                                                                0
           17181089         NO PP                                                                0
           17181091         SOFT                                                                 0
           17181127         NO PP                                                                0
           17172118         NO PP                                                                0
           17181142         HARD                                                                12

           LOAN_SEQ           LIEN              BALLOON
           17020574         First Lien             No
           17020737         First Lien             No
           17020575         First Lien             No
           17020498         First Lien             No
           17020499         First Lien             No
           17020820         First Lien             No
           17020821         First Lien             No
           17020660         First Lien             No
           17020822         First Lien             No
           17020661         First Lien             No
           17020823         First Lien             No
           17020662         First Lien             No
           17020824         First Lien             No
           17020663         First Lien             No
           17020825         First Lien             No
           17020664         First Lien             No
           17020826         First Lien             No
           17020665         First Lien             No
           17020827         First Lien             No
           17020828         First Lien             No
           17020667         First Lien             No
           17020829         First Lien             No
           17020668         First Lien             No
           17020669         First Lien             No
           17020830         First Lien             No
           17020831         First Lien             No
           17020670         First Lien             No
           17020832         First Lien             No
           17020833         First Lien             No
           17020671         First Lien             No
           17020834         First Lien             No
           17020672         First Lien             No
           17020835         First Lien             No
           17020673         First Lien             No
           17020836         First Lien             No
           17020674         First Lien             No
           17020837         First Lien             No
           17020675         First Lien             No
           17020838         First Lien             No
           17020676         First Lien             No
           17020839         First Lien             No
           17020677         First Lien             No
           17020678         First Lien             No
           17020679         First Lien             No
           17020840         First Lien             No
           17020841         First Lien             No
           17020842         First Lien             No
           17020680         First Lien             No
           17020843         First Lien             No
           17020681         First Lien             No
           17020844         First Lien             No
           17020682         First Lien             No
           17020845         First Lien             No
           17020683         First Lien             No
           17020846         First Lien             No
           17020684         First Lien             No
           17020685         First Lien             No
           17020848         First Lien             No
           17020686         First Lien             No
           17020849         First Lien             No
           17020687         First Lien             No
           17020688         First Lien             No
           17020689         First Lien             No
           17020850         First Lien             No
           17020657         First Lien             No
           17020495         First Lien             No
           17020819         First Lien             No
           17020658         First Lien             No
           17020496         First Lien             No
           17020659         First Lien             No
           17020497         First Lien             No
           17020492         First Lien             No
           17020816         First Lien             No
           17020655         First Lien             No
           17020493         First Lien             No
           17020817         First Lien             No
           17020656         First Lien             No
           17020494         First Lien             No
           17020812         First Lien             No
           17020651         First Lien             No
           17020813         First Lien             No
           17020814         First Lien             No
           17020652         First Lien             No
           17020490         First Lien             No
           17020491         First Lien             No
           17020815         First Lien             No
           17020654         First Lien             No
           17020500         First Lien             No
           17020501         First Lien             No
           17020502         First Lien             No
           17020503         First Lien             No
           17020504         First Lien             No
           17020505         First Lien             No
           17020506         First Lien             No
           17020507         First Lien             No
           17020508         First Lien             No
           17020509         First Lien             No
           17020510         First Lien             No
           17020511         First Lien             No
           17020512         First Lien             No
           17020513         First Lien             No
           17020514         First Lien             No
           17020515         First Lien             No
           17020516         First Lien             No
           17020517         First Lien             No
           17020518         First Lien             No
           17020519         First Lien             No
           17020520         First Lien             No
           17020521         First Lien             No
           17020522         First Lien             No
           17020523         First Lien             No
           17020524         First Lien             No
           17020525         First Lien             No
           17020526         First Lien             No
           17020527         First Lien             No
           17020528         First Lien             No
           17020529         First Lien             No
           17020530         First Lien             No
           17020531         First Lien             No
           17020532         First Lien             No
           17020533         First Lien             No
           17020534         First Lien             No
           17020535         First Lien             No
           17020536         First Lien             No
           17020537         First Lien             No
           17020538         First Lien             No
           17020539         First Lien             No
           17020700         First Lien             No
           17020701         First Lien             No
           17020702         First Lien             No
           17020540         First Lien             No
           17020703         First Lien             No
           17020541         First Lien             No
           17020704         First Lien             No
           17020542         First Lien             No
           17020705         First Lien             No
           17020543         First Lien             No
           17020706         First Lien             No
           17020544         First Lien             No
           17020707         First Lien             No
           17020545         First Lien             No
           17020708         First Lien             No
           17020546         First Lien             No
           17020547         First Lien             No
           17020385         First Lien             No
           17020548         First Lien             No
           17020386         First Lien             No
           17020549         First Lien             No
           17020387         First Lien             No
           17020388         First Lien             No
           17020389         First Lien             No
           17020710         First Lien             No
           17020711         First Lien             No
           17020550         First Lien             No
           17020712         First Lien             No
           17020551         First Lien             No
           17020713         First Lien             No
           17020714         First Lien             No
           17020552         First Lien             No
           17020715         First Lien             No
           17020553         First Lien             No
           17020391         First Lien             No
           17020392         First Lien             No
           17020554         First Lien             No
           17020716         First Lien             No
           17020717         First Lien             No
           17020555         First Lien             No
           17020393         First Lien             No
           17020718         First Lien             No
           17020556         First Lien             No
           17020394         First Lien             No
           17020395         First Lien             No
           17020557         First Lien             No
           17020719         First Lien             No
           17020558         First Lien             No
           17020397         First Lien             No
           17020559         First Lien             No
           17020398         First Lien             No
           17020399         First Lien             No
           17020720         First Lien             No
           17020721         First Lien             No
           17020722         First Lien             No
           17020560         First Lien             No
           17020723         First Lien             No
           17020561         First Lien             No
           17020724         First Lien             No
           17020562         First Lien             No
           17020725         First Lien             No
           17020563         First Lien             No
           17020726         First Lien             No
           17020564         First Lien             No
           17020727         First Lien             No
           17020565         First Lien             No
           17020728         First Lien             No
           17020566         First Lien             No
           17020729         First Lien             No
           17020567         First Lien             No
           17020568         First Lien             No
           17020569         First Lien             No
           17020730         First Lien             No
           17020731         First Lien             No
           17020732         First Lien             No
           17020570         First Lien             No
           17020733         First Lien             No
           17020571         First Lien             No
           17020734         First Lien             No
           17020572         First Lien             No
           17020735         First Lien             No
           17020573         First Lien             No
           17020736         First Lien             No
           17020487         First Lien             No
           17020488         First Lien             No
           17020489         First Lien             No
           17020810         First Lien             No
           17020811         First Lien             No
           17020650         First Lien             No
           17020791         First Lien             No
           17020792         First Lien             No
           17020793         First Lien             No
           17020794         First Lien             No
           17020795         First Lien             No
           17020796         First Lien             No
           17020797         First Lien             No
           17020798         First Lien             No
           17020799         First Lien             No
           17020790         First Lien             No
           17020646         First Lien             No
           17020484         First Lien             No
           17020808         First Lien             No
           17020647         First Lien             No
           17020485         First Lien             No
           17020809         First Lien             No
           17020648         First Lien             No
           17020486         First Lien             No
           17020649         First Lien             No
           17020781         First Lien             No
           17020782         First Lien             No
           17020783         First Lien             No
           17020784         First Lien             No
           17020785         First Lien             No
           17020786         First Lien             No
           17020787         First Lien             No
           17020788         First Lien             No
           17020789         First Lien             No
           17020612         First Lien             No
           17020450         First Lien             No
           17020613         First Lien             No
           17020451         First Lien             No
           17020614         First Lien             No
           17020452         First Lien             No
           17020615         First Lien             No
           17020453         First Lien             No
           17020616         First Lien             No
           17020454         First Lien             No
           17020617         First Lien             No
           17020455         First Lien             No
           17020456         First Lien             No
           17020618         First Lien             No
           17020619         First Lien             No
           17020457         First Lien             No
           17020458         First Lien             No
           17020459         First Lien             No
           17020620         First Lien             No
           17020621         First Lien             No
           17020622         First Lien             No
           17020460         First Lien             No
           17020623         First Lien             No
           17020461         First Lien             No
           17020624         First Lien             No
           17020462         First Lien             No
           17020625         First Lien             No
           17020463         First Lien             No
           17020626         First Lien             No
           17020464         First Lien             No
           17020627         First Lien             No
           17020465         First Lien             No
           17020628         First Lien             No
           17020466         First Lien             No
           17020629         First Lien             No
           17020467         First Lien             No
           17020468         First Lien             No
           17020469         First Lien             No
           17020630         First Lien             No
           17020631         First Lien             No
           17020632         First Lien             No
           17020470         First Lien             No
           17020633         First Lien             No
           17020471         First Lien             No
           17020634         First Lien             No
           17020472         First Lien             No
           17020635         First Lien             No
           17020473         First Lien             No
           17020636         First Lien             No
           17020474         First Lien             No
           17020637         First Lien             No
           17020475         First Lien             No
           17020638         First Lien             No
           17020476         First Lien             No
           17020477         First Lien             No
           17020478         First Lien             No
           17020479         First Lien             No
           17020800         First Lien             No
           17020801         First Lien             No
           17020640         First Lien             No
           17020802         First Lien             No
           17020641         First Lien             No
           17020803         First Lien             No
           17020642         First Lien             No
           17020480         First Lien             No
           17020804         First Lien             No
           17020643         First Lien             No
           17020481         First Lien             No
           17020805         First Lien             No
           17020644         First Lien             No
           17020482         First Lien             No
           17020806         First Lien             No
           17020645         First Lien             No
           17020483         First Lien             No
           17020807         First Lien             No
           17020436         First Lien             No
           17020437         First Lien             No
           17020438         First Lien             No
           17020439         First Lien             No
           17020600         First Lien             No
           17020601         First Lien             No
           17020602         First Lien             No
           17020440         First Lien             No
           17020603         First Lien             No
           17020441         First Lien             No
           17020604         First Lien             No
           17020442         First Lien             No
           17020605         First Lien             No
           17020606         First Lien             No
           17020444         First Lien             No
           17020607         First Lien             No
           17020445         First Lien             No
           17020608         First Lien             No
           17020446         First Lien             No
           17020609         First Lien             No
           17020447         First Lien             No
           17020448         First Lien             No
           17020449         First Lien             No
           17020610         First Lien             No
           17020611         First Lien             No
           17020771         First Lien             No
           17020772         First Lien             No
           17020773         First Lien             No
           17020774         First Lien             No
           17020775         First Lien             No
           17020777         First Lien             No
           17020778         First Lien             No
           17020779         First Lien             No
           17020780         First Lien             No
           17020400         First Lien             No
           17020401         First Lien             No
           17020402         First Lien             No
           17020403         First Lien             No
           17020404         First Lien             No
           17020405         First Lien             No
           17020406         First Lien             No
           17020407         First Lien             No
           17020408         First Lien             No
           17020409         First Lien             No
           17020410         First Lien             No
           17020411         First Lien             No
           17020412         First Lien             No
           17020413         First Lien             No
           17020415         First Lien             No
           17020416         First Lien             No
           17020417         First Lien             No
           17020418         First Lien             No
           17020419         First Lien             No
           17020420         First Lien             No
           17020421         First Lien             No
           17020422         First Lien             No
           17020423         First Lien             No
           17020424         First Lien             No
           17020425         First Lien             No
           17020427         First Lien             No
           17020428         First Lien             No
           17020429         First Lien             No
           17020430         First Lien             No
           17020431         First Lien             No
           17020432         First Lien             No
           17020433         First Lien             No
           17020434         First Lien             No
           17020761         First Lien             No
           17020762         First Lien             No
           17020763         First Lien             No
           17020764         First Lien             No
           17020765         First Lien             No
           17020766         First Lien             No
           17020767         First Lien             No
           17020768         First Lien             No
           17020769         First Lien             No
           17020770         First Lien             No
           17020851         First Lien             No
           17020852         First Lien             No
           17020690         First Lien             No
           17020853         First Lien             No
           17020691         First Lien             No
           17020854         First Lien             No
           17020692         First Lien             No
           17020855         First Lien             No
           17020693         First Lien             No
           17020856         First Lien             No
           17020694         First Lien             No
           17020857         First Lien             No
           17020695         First Lien             No
           17020858         First Lien             No
           17020696         First Lien             No
           17020859         First Lien             No
           17020697         First Lien             No
           17020698         First Lien             No
           17020699         First Lien             No
           17020860         First Lien             No
           17020861         First Lien             No
           17020862         First Lien             No
           17020740         First Lien             No
           17020741         First Lien             No
           17020742         First Lien             No
           17020580         First Lien             No
           17020743         First Lien             No
           17020581         First Lien             No
           17020744         First Lien             No
           17020582         First Lien             No
           17020745         First Lien             No
           17020583         First Lien             No
           17020746         First Lien             No
           17020584         First Lien             No
           17020747         First Lien             No
           17020585         First Lien             No
           17020748         First Lien             No
           17020586         First Lien             No
           17020749         First Lien             No
           17020587         First Lien             No
           17020588         First Lien             No
           17020589         First Lien             No
           17020750         First Lien             No
           17020751         First Lien             No
           17020590         First Lien             No
           17020752         First Lien             No
           17020591         First Lien             No
           17020753         First Lien             No
           17020592         First Lien             No
           17020754         First Lien             No
           17020593         First Lien             No
           17020755         First Lien             No
           17020594         First Lien             No
           17020756         First Lien             No
           17020595         First Lien             No
           17020757         First Lien             No
           17020596         First Lien             No
           17020758         First Lien             No
           17020597         First Lien             No
           17020759         First Lien             No
           17020598         First Lien             No
           17020599         First Lien             No
           17020760         First Lien             No
           17020738         First Lien             No
           17020576         First Lien             No
           17020739         First Lien             No
           17020577         First Lien             No
           17020578         First Lien             No
           17020390         First Lien             No
           17149253         First Lien             No
           17129133         First Lien             No
           17120372         First Lien             No
           17120377         First Lien             No
           17120399         First Lien             No
           17129138         First Lien             No
           17120386         First Lien             No
           17120389         First Lien             No
           17120412         First Lien             No
           17120421         First Lien             No
           17120390         First Lien             No
           17120391         First Lien             No
           17120392         First Lien             No
           17120393         First Lien             No
           17120394         First Lien             No
           17120395         First Lien             No
           17120397         First Lien             No
           17120398         First Lien             No
           17120385         First Lien             No
           17120387         First Lien             No
           17120388         First Lien             No
           17120384         First Lien             No
           17120330         First Lien             No
           17120331         First Lien             No
           17120332         First Lien             No
           17120333         First Lien             No
           17120334         First Lien             No
           17120335         First Lien             No
           17120336         First Lien             No
           17120337         First Lien             No
           17120338         First Lien             No
           17120339         First Lien             No
           17120341         First Lien             No
           17120342         First Lien             No
           17120343         First Lien             No
           17120344         First Lien             No
           17120346         First Lien             No
           17120347         First Lien             No
           17120348         First Lien             No
           17120349         First Lien             No
           17120350         First Lien             No
           17120351         First Lien             No
           17120353         First Lien             No
           17120354         First Lien             No
           17120355         First Lien             No
           17120356         First Lien             No
           17120357         First Lien             No
           17120358         First Lien             No
           17120359         First Lien             No
           17120360         First Lien             No
           17120361         First Lien             No
           17120362         First Lien             No
           17120363         First Lien             No
           17120364         First Lien             No
           17120365         First Lien             No
           17120366         First Lien             No
           17120367         First Lien             No
           17120370         First Lien             No
           17120371         First Lien             No
           17120373         First Lien             No
           17120374         First Lien             No
           17120375         First Lien             No
           17120376         First Lien             No
           17120378         First Lien             No
           17120379         First Lien             No
           17120380         First Lien             No
           17120381         First Lien             No
           17120382         First Lien             No
           17120383         First Lien             No
           17120327         First Lien             No
           17120328         First Lien             No
           17149240         First Lien             No
           17149241         First Lien             No
           17149242         First Lien             No
           17149243         First Lien             No
           17149244         First Lien             No
           17149245         First Lien             No
           17149246         First Lien             No
           17149247         First Lien             No
           17149248         First Lien             No
           17149249         First Lien             No
           17149250         First Lien             No
           17149251         First Lien             No
           17149252         First Lien             No
           17149100         First Lien             No
           17149101         First Lien             No
           17149102         First Lien             No
           17129130         First Lien             No
           17129131         First Lien             No
           17129132         First Lien             No
           17129134         First Lien             No
           17129135         First Lien             No
           17129136         First Lien             No
           17129137         First Lien             No
           17129139         First Lien             No
           17129140         First Lien             No
           17129141         First Lien             No
           17129142         First Lien             No
           17129144         First Lien             No
           17129145         First Lien             No
           17129127         First Lien             No
           17129128         First Lien             No
           17129129         First Lien             No
           17120410         First Lien             No
           17120411         First Lien             No
           17120413         First Lien             No
           17120414         First Lien             No
           17120415         First Lien             No
           17120416         First Lien             No
           17120417         First Lien             No
           17120418         First Lien             No
           17120419         First Lien             No
           17120420         First Lien             No
           17120422         First Lien             No
           17120423         First Lien             No
           17120424         First Lien             No
           17120425         First Lien             No
           17120426         First Lien             No
           17149077         First Lien             No
           17149078         First Lien             No
           17149079         First Lien             No
           17149080         First Lien             No
           17149081         First Lien             No
           17149082         First Lien             No
           17149083         First Lien             No
           17149084         First Lien             No
           17149086         First Lien             No
           17149087         First Lien             No
           17149088         First Lien             No
           17149089         First Lien             No
           17149090         First Lien             No
           17149091         First Lien             No
           17120401         First Lien             No
           17120402         First Lien             No
           17120403         First Lien             No
           17120404         First Lien             No
           17120405         First Lien             No
           17120406         First Lien             No
           17120407         First Lien             No
           17120408         First Lien             No
           17120409         First Lien             No
           17149092         First Lien             No
           17149093         First Lien             No
           17149094         First Lien             No
           17149095         First Lien             No
           17149096         First Lien             No
           17149097         First Lien             No
           17149098         First Lien             No
           17149099         First Lien             No
           17120498         First Lien             No
           17120455         First Lien             No
           17120477         First Lien             No
           17120490         First Lien             No
           17120532         First Lien             No
           17120544         First Lien             No
           17120540         First Lien             No
           17120541         First Lien             No
           17120542         First Lien             No
           17120543         First Lien             No
           17120545         First Lien             No
           17120546         First Lien             No
           17120547         First Lien             No
           17120548         First Lien             No
           17120549         First Lien             No
           17120550         First Lien             No
           17120551         First Lien             No
           17120552         First Lien             No
           17120553         First Lien             No
           17120554         First Lien             No
           17120555         First Lien             No
           17120556         First Lien             No
           17120557         First Lien             No
           17120558         First Lien             No
           17120559         First Lien             No
           17120560         First Lien             No
           17120561         First Lien             No
           17120562         First Lien             No
           17120563         First Lien             No
           17120564         First Lien             No
           17120565         First Lien             No
           17120566         First Lien             No
           17120567         First Lien             No
           17120568         First Lien             No
           17120569         First Lien             No
           17120570         First Lien             No
           17120571         First Lien             No
           17120572         First Lien             No
           17120573         First Lien             No
           17120574         First Lien             No
           17120575         First Lien             No
           17120576         First Lien             No
           17120526         First Lien             No
           17120527         First Lien             No
           17120528         First Lien             No
           17120529         First Lien             No
           17120530         First Lien             No
           17120531         First Lien             No
           17120533         First Lien             No
           17120534         First Lien             No
           17120535         First Lien             No
           17120536         First Lien             No
           17120537         First Lien             No
           17120538         First Lien             No
           17120539         First Lien             No
           17120510         First Lien             No
           17120511         First Lien             No
           17120512         First Lien             No
           17120513         First Lien             No
           17120514         First Lien             No
           17120515         First Lien             No
           17120516         First Lien             No
           17120517         First Lien             No
           17120518         First Lien             No
           17120519         First Lien             No
           17120520         First Lien             No
           17120521         First Lien             No
           17120522         First Lien             No
           17120523         First Lien             No
           17120524         First Lien             No
           17120525         First Lien             No
           17120500         First Lien             No
           17120501         First Lien             No
           17120502         First Lien             No
           17120503         First Lien             No
           17120504         First Lien             No
           17120505         First Lien             No
           17120506         First Lien             No
           17120507         First Lien             No
           17120508         First Lien             No
           17120509         First Lien             No
           17149110         First Lien             No
           17149111         First Lien             No
           17149112         First Lien             No
           17149113         First Lien             No
           17149103         First Lien             No
           17149105         First Lien             No
           17149106         First Lien             No
           17149107         First Lien             No
           17149108         First Lien             No
           17149109         First Lien             No
           17120450         First Lien             No
           17120451         First Lien             No
           17120452         First Lien             No
           17120453         First Lien             No
           17120454         First Lien             No
           17120456         First Lien             No
           17120457         First Lien             No
           17120458         First Lien             No
           17120459         First Lien             No
           17120460         First Lien             No
           17120461         First Lien             No
           17120462         First Lien             No
           17120463         First Lien             No
           17120464         First Lien             No
           17120465         First Lien             No
           17120466         First Lien             No
           17120467         First Lien             No
           17120468         First Lien             No
           17120469         First Lien             No
           17120470         First Lien             No
           17120471         First Lien             No
           17120472         First Lien             No
           17120473         First Lien             No
           17120474         First Lien             No
           17120476         First Lien             No
           17120478         First Lien             No
           17120479         First Lien             No
           17120480         First Lien             No
           17120481         First Lien             No
           17120482         First Lien             No
           17120483         First Lien             No
           17120484         First Lien             No
           17120485         First Lien             No
           17120486         First Lien             No
           17120487         First Lien             No
           17120488         First Lien             No
           17120489         First Lien             No
           17120491         First Lien             No
           17120492         First Lien             No
           17120493         First Lien             No
           17120494         First Lien             No
           17120495         First Lien             No
           17120496         First Lien             No
           17120499         First Lien             No
           17120429         First Lien             No
           17120430         First Lien             No
           17120431         First Lien             No
           17120432         First Lien             No
           17120433         First Lien             No
           17120434         First Lien             No
           17120436         First Lien             No
           17120437         First Lien             No
           17120438         First Lien             No
           17120440         First Lien             No
           17120441         First Lien             No
           17120442         First Lien             No
           17120443         First Lien             No
           17120444         First Lien             No
           17120445         First Lien             No
           17120446         First Lien             No
           17120447         First Lien             No
           17120448         First Lien             No
           17120449         First Lien             No
           17181086         First Lien             No
           17171924         First Lien             No
           17172078         First Lien             No
           17175048         First Lien             No
           17175049         First Lien             No
           17171987         First Lien             No
           17172020         First Lien             No
           17203440         First Lien             No
           17172004         First Lien             No
           17172023         First Lien             No
           17172005         First Lien             No
           17203443         First Lien             No
           17203445         First Lien             No
           17203409         First Lien             No
           17172044         First Lien             No
           17203427         First Lien             No
           17172008         First Lien             No
           17181117         First Lien             No
           17172064         First Lien             No
           17203267         First Lien             No
           17175071         First Lien             No
           17172065         First Lien             No
           17175054         First Lien             No
           17172048         First Lien             No
           17172049         First Lien             No
           17171951         First Lien             No
           17171995         First Lien             No
           17203410         First Lien             No
           17181120         First Lien             No
           17172112         First Lien             No
           17172014         First Lien             No
           17203451         First Lien             No
           17172051         First Lien             No
           17203255         First Lien             No
           17172053         First Lien             No
           17203437         First Lien             No
           17172036         First Lien             No
           17172136         First Lien             No
           17172073         First Lien             No
           17172055         First Lien             No
           17203294         First Lien             No
           17203278         First Lien             No
           17203359         First Lien             No
           17172039         First Lien             No
           17203396         First Lien             No
           17203423         First Lien             No
           17203388         First Lien             No
           17203364         First Lien             No
           17203354         First Lien             No
           17203317         First Lien             No
           17171965         First Lien             No
           17203331         First Lien             No
           17172132         First Lien             No
           17172133         First Lien             No
           17172127         First Lien             No
           17172130         First Lien             No
           17172104         First Lien             No
           17172114         First Lien             No
           17172125         First Lien             No
           17172126         First Lien             No
           17171998         First Lien             No
           17172001         First Lien             No
           17172002         First Lien             No
           17172010         First Lien             No
           17172022         First Lien             No
           17172033         First Lien             No
           17172041         First Lien             No
           17172057         First Lien             No
           17172061         First Lien             No
           17172068         First Lien             No
           17172074         First Lien             No
           17172084         First Lien             No
           17172086         First Lien             No
           17171926         First Lien             No
           17171946         First Lien             No
           17171952         First Lien             No
           17171957         First Lien             No
           17171960         First Lien             No
           17171979         First Lien             No
           17171980         First Lien             No
           17171983         First Lien             No
           17171990         First Lien             No
           17171992         First Lien             No
           17171922         First Lien             No
           17203303         First Lien             No
           17203452         First Lien             No
           17203340         First Lien             No
           17203351         First Lien             No
           17203283         First Lien             No
           17203252         First Lien             No
           17203412         First Lien             No
           17203321         First Lien             No
           17203385         First Lien             No
           17203392         First Lien             No
           17203401         First Lien             No
           17203435         First Lien             No
           17203383         First Lien             No
           17203323         First Lien             No
           17203449         First Lien             No
           17203328         First Lien             No
           17203339         First Lien             No
           17203315         First Lien             No
           17203257         First Lien             No
           17203295         First Lien             No
           17203290         First Lien             No
           17203299         First Lien             No
           17203424         First Lien             No
           17203379         First Lien             No
           17203256         First Lien             No
           17203422         First Lien             No
           17203253         First Lien             No
           17203312         First Lien             No
           17203293         First Lien             No
           17203418         First Lien             No
           17203314         First Lien             No
           17203448         First Lien             No
           17203384         First Lien             No
           17203281         First Lien             No
           17203348         First Lien             No
           17203390         First Lien             No
           17203310         First Lien             No
           17203363         First Lien             No
           17203425         First Lien             No
           17203373         First Lien             No
           17203266         First Lien             No
           17203358         First Lien             No
           17203429         First Lien             No
           17203371         First Lien             No
           17203337         First Lien             No
           17203421         First Lien             No
           17203430         First Lien             No
           17203247         First Lien             No
           17203320         First Lien             No
           17203405         First Lien             No
           17203270         First Lien             No
           17203362         First Lien             No
           17203361         First Lien             No
           17203272         First Lien             No
           17203350         First Lien             No
           17203403         First Lien             No
           17203301         First Lien             No
           17203349         First Lien             No
           17203338         First Lien             No
           17203345         First Lien             No
           17203307         First Lien             No
           17203357         First Lien             No
           17203442         First Lien             No
           17203277         First Lien             No
           17203280         First Lien             No
           17203344         First Lien             No
           17203381         First Lien             No
           17203436         First Lien             No
           17203333         First Lien             No
           17203316         First Lien             No
           17203305         First Lien             No
           17203292         First Lien             No
           17203419         First Lien             No
           17203433         First Lien             No
           17203438         First Lien             No
           17203284         First Lien             No
           17203275         First Lien             No
           17203411         First Lien             No
           17203324         First Lien             No
           17203408         First Lien             No
           17203300         First Lien             No
           17203273         First Lien             No
           17203446         First Lien             No
           17203415         First Lien             No
           17203389         First Lien             No
           17203398         First Lien             No
           17203274         First Lien             No
           17203318         First Lien             No
           17203391         First Lien             No
           17203399         First Lien             No
           17203450         First Lien             No
           17203447         First Lien             No
           17203453         First Lien             No
           17203428         First Lien             No
           17203313         First Lien             No
           17203431         First Lien             No
           17203417         First Lien             No
           17203343         First Lien             No
           17203360         First Lien             No
           17203416         First Lien             No
           17203406         First Lien             No
           17203367         First Lien             No
           17203380         First Lien             No
           17203286         First Lien             No
           17203330         First Lien             No
           17203249         First Lien             No
           17203342         First Lien             No
           17203346         First Lien             No
           17203264         First Lien             No
           17203322         First Lien             No
           17203397         First Lien             No
           17203407         First Lien             No
           17203336         First Lien             No
           17203374         First Lien             No
           17203329         First Lien             No
           17203327         First Lien             No
           17203369         First Lien             No
           17203335         First Lien             No
           17203291         First Lien             No
           17203289         First Lien             No
           17203372         First Lien             No
           17203296         First Lien             No
           17203254         First Lien             No
           17203444         First Lien             No
           17203365         First Lien             No
           17203259         First Lien             No
           17203366         First Lien             No
           17203353         First Lien             No
           17203285         First Lien             No
           17203352         First Lien             No
           17203306         First Lien             No
           17203414         First Lien             No
           17203393         First Lien             No
           17203382         First Lien             No
           17203302         First Lien             No
           17203356         First Lien             No
           17203387         First Lien             No
           17203377         First Lien             No
           17203308         First Lien             No
           17203276         First Lien             No
           17203288         First Lien             No
           17203378         First Lien             No
           17203376         First Lien             No
           17203370         First Lien             No
           17203248         First Lien             No
           17203341         First Lien             No
           17203334         First Lien             No
           17203395         First Lien             No
           17203332         First Lien             No
           17203309         First Lien             No
           17203375         First Lien             No
           17203279         First Lien             No
           17203386         First Lien             No
           17203311         First Lien             No
           17203420         First Lien             No
           17203402         First Lien             No
           17203439         First Lien             No
           17203297         First Lien             No
           17203282         First Lien             No
           17203368         First Lien             No
           17203394         First Lien             No
           17203400         First Lien             No
           17203355         First Lien             No
           17203404         First Lien             No
           17203426         First Lien             No
           17203298         First Lien             No
           17203304         First Lien             No
           17203434         First Lien             No
           17171962         First Lien             No
           17171963         First Lien             No
           17171966         First Lien             No
           17171967         First Lien             No
           17171968         First Lien             No
           17171969         First Lien             No
           17171970         First Lien             No
           17171971         First Lien             No
           17171973         First Lien             No
           17171974         First Lien             No
           17171978         First Lien             No
           17171982         First Lien             No
           17171985         First Lien             No
           17171986         First Lien             No
           17171988         First Lien             No
           17171989         First Lien             No
           17171991         First Lien             No
           17171993         First Lien             No
           17171996         First Lien             No
           17171999         First Lien             No
           17171950         First Lien             No
           17171955         First Lien             No
           17171916         First Lien             No
           17171917         First Lien             No
           17171918         First Lien             No
           17171919         First Lien             No
           17171920         First Lien             No
           17171921         First Lien             No
           17171923         First Lien             No
           17171925         First Lien             No
           17171927         First Lien             No
           17171933         First Lien             No
           17171935         First Lien             No
           17171937         First Lien             No
           17171939         First Lien             No
           17171945         First Lien             No
           17171949         First Lien             No
           17175070         First Lien             No
           17175072         First Lien             No
           17175056         First Lien             No
           17175057         First Lien             No
           17175059         First Lien             No
           17175060         First Lien             No
           17175061         First Lien             No
           17175062         First Lien             No
           17175063         First Lien             No
           17175064         First Lien             No
           17175065         First Lien             No
           17175066         First Lien             No
           17175067         First Lien             No
           17175068         First Lien             No
           17175069         First Lien             No
           17175031         First Lien             No
           17175032         First Lien             No
           17175034         First Lien             No
           17175035         First Lien             No
           17175036         First Lien             No
           17175037         First Lien             No
           17175040         First Lien             No
           17175041         First Lien             No
           17175042         First Lien             No
           17175043         First Lien             No
           17175045         First Lien             No
           17175046         First Lien             No
           17175047         First Lien             No
           17175050         First Lien             No
           17175051         First Lien             No
           17175052         First Lien             No
           17175053         First Lien             No
           17175024         First Lien             No
           17175025         First Lien             No
           17175026         First Lien             No
           17175027         First Lien             No
           17175028         First Lien             No
           17175029         First Lien             No
           17172120         First Lien             No
           17172121         First Lien             No
           17172122         First Lien             No
           17172123         First Lien             No
           17172124         First Lien             No
           17172128         First Lien             No
           17172129         First Lien             No
           17172131         First Lien             No
           17172134         First Lien             No
           17172135         First Lien             No
           17172137         First Lien             No
           17172138         First Lien             No
           17172139         First Lien             No
           17172100         First Lien             No
           17172101         First Lien             No
           17172102         First Lien             No
           17172103         First Lien             No
           17172105         First Lien             No
           17172106         First Lien             No
           17172107         First Lien             No
           17172108         First Lien             No
           17172109         First Lien             No
           17172110         First Lien             No
           17172111         First Lien             No
           17172113         First Lien             No
           17172115         First Lien             No
           17172116         First Lien             No
           17172117         First Lien             No
           17172119         First Lien             No
           17181161         First Lien             No
           17172090         First Lien             No
           17181162         First Lien             No
           17172091         First Lien             No
           17172092         First Lien             No
           17172093         First Lien             No
           17172094         First Lien             No
           17172095         First Lien             No
           17172097         First Lien             No
           17172098         First Lien             No
           17172099         First Lien             No
           17181150         First Lien             No
           17181151         First Lien             No
           17172080         First Lien             No
           17181152         First Lien             No
           17172081         First Lien             No
           17181153         First Lien             No
           17172082         First Lien             No
           17181154         First Lien             No
           17172083         First Lien             No
           17172085         First Lien             No
           17181158         First Lien             No
           17172087         First Lien             No
           17181159         First Lien             No
           17172088         First Lien             No
           17172089         First Lien             No
           17172060         First Lien             No
           17181132         First Lien             No
           17181133         First Lien             No
           17172062         First Lien             No
           17181134         First Lien             No
           17172063         First Lien             No
           17181135         First Lien             No
           17181136         First Lien             No
           17172066         First Lien             No
           17181138         First Lien             No
           17172067         First Lien             No
           17172069         First Lien             No
           17181140         First Lien             No
           17172070         First Lien             No
           17172071         First Lien             No
           17181143         First Lien             No
           17172072         First Lien             No
           17181145         First Lien             No
           17181146         First Lien             No
           17172075         First Lien             No
           17181147         First Lien             No
           17172076         First Lien             No
           17181148         First Lien             No
           17172077         First Lien             No
           17172079         First Lien             No
           17181130         First Lien             No
           17181131         First Lien             No
           17181121         First Lien             No
           17172050         First Lien             No
           17181122         First Lien             No
           17181123         First Lien             No
           17172052         First Lien             No
           17181124         First Lien             No
           17181125         First Lien             No
           17172054         First Lien             No
           17181126         First Lien             No
           17172056         First Lien             No
           17172059         First Lien             No
           17172047         First Lien             No
           17181119         First Lien             No
           17172021         First Lien             No
           17172024         First Lien             No
           17172025         First Lien             No
           17172026         First Lien             No
           17172027         First Lien             No
           17172028         First Lien             No
           17172029         First Lien             No
           17181100         First Lien             No
           17181101         First Lien             No
           17172030         First Lien             No
           17181102         First Lien             No
           17172031         First Lien             No
           17172032         First Lien             No
           17181104         First Lien             No
           17181105         First Lien             No
           17172034         First Lien             No
           17181106         First Lien             No
           17172035         First Lien             No
           17181107         First Lien             No
           17181108         First Lien             No
           17172037         First Lien             No
           17181109         First Lien             No
           17172038         First Lien             No
           17181110         First Lien             No
           17181111         First Lien             No
           17172040         First Lien             No
           17181112         First Lien             No
           17181113         First Lien             No
           17172042         First Lien             No
           17181114         First Lien             No
           17172043         First Lien             No
           17181115         First Lien             No
           17181116         First Lien             No
           17172045         First Lien             No
           17172046         First Lien             No
           17172017         First Lien             No
           17172018         First Lien             No
           17172019         First Lien             No
           17172000         First Lien             No
           17172006         First Lien             No
           17172007         First Lien             No
           17172009         First Lien             No
           17172011         First Lien             No
           17172013         First Lien             No
           17172015         First Lien             No
           17172016         First Lien             No
           17181088         First Lien             No
           17181090         First Lien             No
           17181092         First Lien             No
           17181093         First Lien             No
           17181094         First Lien             No
           17181095         First Lien             No
           17181096         First Lien             No
           17181097         First Lien             No
           17181099         First Lien             No
           17181082         First Lien             No
           17181083         First Lien             No
           17181084         First Lien             No
           17181085         First Lien             No
           17172140         First Lien             No
           17172141         First Lien             No
           17172142         First Lien             No
           17175038         First Lien             No
           17175039         First Lien             No
           17175044         First Lien             No
           17175073         First Lien             No
           17181098         First Lien             No
           17181103         First Lien             No
           17181118         First Lien             No
           17181128         First Lien             No
           17181129         First Lien             No
           17181137         First Lien             No
           17181139         First Lien             No
           17181144         First Lien             No
           17181149         First Lien             No
           17181155         First Lien             No
           17181156         First Lien             No
           17181157         First Lien             No
           17181160         First Lien             No
           17171928         First Lien             No
           17171929         First Lien             No
           17171930         First Lien             No
           17171931         First Lien             No
           17171932         First Lien             No
           17171934         First Lien             No
           17171936         First Lien             No
           17171938         First Lien             No
           17171940         First Lien             No
           17171941         First Lien             No
           17171942         First Lien             No
           17171943         First Lien             No
           17171944         First Lien             No
           17171947         First Lien             No
           17171948         First Lien             No
           17171953         First Lien             No
           17171954         First Lien             No
           17171956         First Lien             No
           17171958         First Lien             No
           17171959         First Lien             No
           17171961         First Lien             No
           17171964         First Lien             No
           17171975         First Lien             No
           17171976         First Lien             No
           17171977         First Lien             No
           17171981         First Lien             No
           17171984         First Lien             No
           17171994         First Lien             No
           17171997         First Lien             No
           17172003         First Lien             No
           17172058         First Lien             No
           17175030         First Lien             No
           17175033         First Lien             No
           17175055         First Lien             No
           17181087         First Lien             No
           17181089         First Lien             No
           17181091         First Lien             No
           17181127         First Lien             No
           17172118         First Lien             No
           17181142         First Lien             No

           LOAN_SEQ        IO_FLAG                             IO_PERIOD
           17020574         Yes                                    60
           17020737         Yes                                   120
           17020575         Yes                                   120
           17020498         Yes                                    60
           17020499         No                                      0
           17020820         Yes                                   120
           17020821         Yes                                   120
           17020660         Yes                                    60
           17020822         Yes                                   120
           17020661         Yes                                   120
           17020823         Yes                                   120
           17020662         Yes                                   120
           17020824         Yes                                   120
           17020663         Yes                                   120
           17020825         Yes                                   120
           17020664         Yes                                    60
           17020826         Yes                                   120
           17020665         Yes                                    60
           17020827         Yes                                   120
           17020828         Yes                                   120
           17020667         Yes                                    60
           17020829         Yes                                   120
           17020668         Yes                                    60
           17020669         Yes                                   120
           17020830         Yes                                   120
           17020831         Yes                                   120
           17020670         Yes                                   120
           17020832         Yes                                   120
           17020833         Yes                                   120
           17020671         Yes                                   120
           17020834         Yes                                   120
           17020672         Yes                                    60
           17020835         Yes                                   120
           17020673         No                                      0
           17020836         Yes                                   120
           17020674         Yes                                    60
           17020837         Yes                                   120
           17020675         Yes                                   120
           17020838         Yes                                   120
           17020676         Yes                                    60
           17020839         Yes                                   120
           17020677         Yes                                   120
           17020678         Yes                                   120
           17020679         Yes                                   120
           17020840         Yes                                   120
           17020841         Yes                                   120
           17020842         Yes                                   120
           17020680         Yes                                   120
           17020843         Yes                                   120
           17020681         Yes                                   120
           17020844         Yes                                   120
           17020682         Yes                                    60
           17020845         Yes                                   120
           17020683         Yes                                    60
           17020846         Yes                                   120
           17020684         Yes                                   120
           17020685         No                                      0
           17020848         Yes                                   120
           17020686         Yes                                    60
           17020849         Yes                                   120
           17020687         Yes                                    60
           17020688         Yes                                   120
           17020689         Yes                                    60
           17020850         Yes                                   120
           17020657         Yes                                    60
           17020495         Yes                                    60
           17020819         Yes                                   120
           17020658         Yes                                   120
           17020496         Yes                                    60
           17020659         Yes                                    60
           17020497         Yes                                    60
           17020492         Yes                                    60
           17020816         Yes                                   120
           17020655         Yes                                   120
           17020493         Yes                                    60
           17020817         Yes                                   120
           17020656         Yes                                    60
           17020494         Yes                                    60
           17020812         Yes                                   120
           17020651         Yes                                    60
           17020813         Yes                                   120
           17020814         Yes                                   120
           17020652         Yes                                    60
           17020490         Yes                                   120
           17020491         Yes                                    60
           17020815         Yes                                   120
           17020654         Yes                                    60
           17020500         Yes                                    60
           17020501         Yes                                    60
           17020502         No                                      0
           17020503         Yes                                   120
           17020504         Yes                                    60
           17020505         Yes                                    60
           17020506         No                                      0
           17020507         Yes                                    60
           17020508         Yes                                    60
           17020509         Yes                                    60
           17020510         Yes                                   120
           17020511         Yes                                    60
           17020512         Yes                                    60
           17020513         Yes                                   120
           17020514         Yes                                   120
           17020515         Yes                                    60
           17020516         Yes                                   120
           17020517         No                                      0
           17020518         Yes                                   120
           17020519         Yes                                   120
           17020520         Yes                                    60
           17020521         Yes                                   120
           17020522         Yes                                    60
           17020523         No                                      0
           17020524         Yes                                   120
           17020525         Yes                                    60
           17020526         Yes                                    60
           17020527         Yes                                   120
           17020528         Yes                                    60
           17020529         Yes                                    60
           17020530         Yes                                    60
           17020531         Yes                                    60
           17020532         No                                      0
           17020533         Yes                                    60
           17020534         No                                      0
           17020535         No                                      0
           17020536         No                                      0
           17020537         Yes                                    60
           17020538         Yes                                    60
           17020539         Yes                                   120
           17020700         Yes                                    60
           17020701         Yes                                   120
           17020702         Yes                                   120
           17020540         No                                      0
           17020703         Yes                                    60
           17020541         Yes                                   120
           17020704         Yes                                    60
           17020542         No                                      0
           17020705         Yes                                   120
           17020543         Yes                                    60
           17020706         Yes                                   120
           17020544         Yes                                    60
           17020707         Yes                                   120
           17020545         Yes                                    60
           17020708         Yes                                   120
           17020546         Yes                                   120
           17020547         Yes                                   120
           17020385         Yes                                   120
           17020548         No                                      0
           17020386         Yes                                    60
           17020549         Yes                                   120
           17020387         Yes                                    60
           17020388         Yes                                   120
           17020389         Yes                                   120
           17020710         No                                      0
           17020711         Yes                                   120
           17020550         Yes                                   120
           17020712         Yes                                   120
           17020551         Yes                                    60
           17020713         No                                      0
           17020714         No                                      0
           17020552         Yes                                    60
           17020715         Yes                                   120
           17020553         Yes                                    60
           17020391         Yes                                    60
           17020392         Yes                                    60
           17020554         Yes                                    60
           17020716         Yes                                   120
           17020717         Yes                                   120
           17020555         Yes                                    60
           17020393         Yes                                   120
           17020718         Yes                                   120
           17020556         Yes                                   120
           17020394         Yes                                    60
           17020395         Yes                                   120
           17020557         Yes                                    60
           17020719         Yes                                   120
           17020558         No                                      0
           17020397         Yes                                    60
           17020559         Yes                                   120
           17020398         Yes                                    60
           17020399         Yes                                   120
           17020720         Yes                                   120
           17020721         Yes                                   120
           17020722         Yes                                   120
           17020560         Yes                                   120
           17020723         Yes                                   120
           17020561         Yes                                    60
           17020724         No                                      0
           17020562         Yes                                    60
           17020725         Yes                                   120
           17020563         Yes                                    60
           17020726         Yes                                   120
           17020564         Yes                                    60
           17020727         Yes                                   120
           17020565         Yes                                    60
           17020728         Yes                                   120
           17020566         Yes                                    60
           17020729         No                                      0
           17020567         No                                      0
           17020568         Yes                                    60
           17020569         Yes                                   120
           17020730         No                                      0
           17020731         Yes                                   120
           17020732         Yes                                   120
           17020570         Yes                                   120
           17020733         Yes                                   120
           17020571         Yes                                    60
           17020734         Yes                                   120
           17020572         Yes                                    60
           17020735         Yes                                   120
           17020573         Yes                                    60
           17020736         Yes                                   120
           17020487         No                                      0
           17020488         Yes                                    60
           17020489         Yes                                    60
           17020810         Yes                                   120
           17020811         Yes                                   120
           17020650         Yes                                   120
           17020791         Yes                                   120
           17020792         Yes                                   120
           17020793         Yes                                   120
           17020794         Yes                                   120
           17020795         Yes                                   120
           17020796         Yes                                   120
           17020797         Yes                                   120
           17020798         Yes                                   120
           17020799         Yes                                   120
           17020790         Yes                                   120
           17020646         Yes                                    60
           17020484         Yes                                    60
           17020808         Yes                                   120
           17020647         Yes                                   120
           17020485         Yes                                    60
           17020809         Yes                                   120
           17020648         Yes                                   120
           17020486         Yes                                   120
           17020649         No                                      0
           17020781         Yes                                   120
           17020782         Yes                                   120
           17020783         Yes                                   120
           17020784         Yes                                   120
           17020785         Yes                                   120
           17020786         Yes                                   120
           17020787         Yes                                   120
           17020788         Yes                                   120
           17020789         Yes                                   120
           17020612         Yes                                    60
           17020450         Yes                                    60
           17020613         Yes                                    60
           17020451         Yes                                   120
           17020614         No                                      0
           17020452         No                                      0
           17020615         No                                      0
           17020453         Yes                                    60
           17020616         Yes                                    60
           17020454         No                                      0
           17020617         Yes                                   120
           17020455         Yes                                    60
           17020456         No                                      0
           17020618         No                                      0
           17020619         Yes                                   120
           17020457         Yes                                    60
           17020458         No                                      0
           17020459         Yes                                    60
           17020620         Yes                                    60
           17020621         Yes                                    60
           17020622         Yes                                    60
           17020460         Yes                                   120
           17020623         No                                      0
           17020461         Yes                                    60
           17020624         Yes                                    60
           17020462         Yes                                    60
           17020625         Yes                                    60
           17020463         Yes                                   120
           17020626         Yes                                    60
           17020464         Yes                                   120
           17020627         Yes                                    60
           17020465         Yes                                    60
           17020628         Yes                                    60
           17020466         Yes                                    60
           17020629         Yes                                    60
           17020467         Yes                                   120
           17020468         Yes                                   120
           17020469         Yes                                   120
           17020630         Yes                                    60
           17020631         Yes                                   120
           17020632         Yes                                    60
           17020470         Yes                                   120
           17020633         Yes                                   120
           17020471         Yes                                    60
           17020634         Yes                                    60
           17020472         Yes                                   120
           17020635         No                                      0
           17020473         Yes                                    60
           17020636         Yes                                   120
           17020474         Yes                                   120
           17020637         Yes                                    60
           17020475         No                                      0
           17020638         Yes                                    60
           17020476         Yes                                    60
           17020477         Yes                                   120
           17020478         Yes                                   120
           17020479         Yes                                   120
           17020800         Yes                                   120
           17020801         Yes                                   120
           17020640         Yes                                    60
           17020802         Yes                                   120
           17020641         Yes                                    60
           17020803         Yes                                   120
           17020642         Yes                                   120
           17020480         Yes                                    60
           17020804         Yes                                   120
           17020643         No                                      0
           17020481         Yes                                    60
           17020805         Yes                                   120
           17020644         Yes                                    60
           17020482         Yes                                   120
           17020806         Yes                                   120
           17020645         No                                      0
           17020483         Yes                                    60
           17020807         Yes                                   120
           17020436         Yes                                   120
           17020437         Yes                                    60
           17020438         Yes                                   120
           17020439         No                                      0
           17020600         Yes                                   120
           17020601         Yes                                   120
           17020602         Yes                                    60
           17020440         Yes                                   120
           17020603         Yes                                    60
           17020441         Yes                                    60
           17020604         Yes                                   120
           17020442         Yes                                   120
           17020605         Yes                                   120
           17020606         Yes                                   120
           17020444         Yes                                    60
           17020607         Yes                                    60
           17020445         Yes                                   120
           17020608         Yes                                   120
           17020446         Yes                                    60
           17020609         Yes                                    60
           17020447         Yes                                   120
           17020448         No                                      0
           17020449         Yes                                    60
           17020610         Yes                                    60
           17020611         Yes                                   120
           17020771         Yes                                   120
           17020772         Yes                                   120
           17020773         Yes                                   120
           17020774         Yes                                   120
           17020775         Yes                                   120
           17020777         Yes                                   120
           17020778         Yes                                   120
           17020779         Yes                                   120
           17020780         Yes                                   120
           17020400         Yes                                   120
           17020401         No                                      0
           17020402         Yes                                   120
           17020403         Yes                                   120
           17020404         Yes                                   120
           17020405         Yes                                   120
           17020406         Yes                                   120
           17020407         Yes                                   120
           17020408         Yes                                   120
           17020409         Yes                                   120
           17020410         Yes                                   120
           17020411         Yes                                   120
           17020412         Yes                                   120
           17020413         Yes                                   120
           17020415         Yes                                   120
           17020416         Yes                                   120
           17020417         Yes                                   120
           17020418         Yes                                   120
           17020419         Yes                                   120
           17020420         Yes                                   120
           17020421         Yes                                   120
           17020422         No                                      0
           17020423         Yes                                    60
           17020424         Yes                                    60
           17020425         Yes                                    60
           17020427         Yes                                    60
           17020428         Yes                                    60
           17020429         Yes                                   120
           17020430         Yes                                    60
           17020431         Yes                                   120
           17020432         Yes                                    60
           17020433         Yes                                    60
           17020434         Yes                                   120
           17020761         Yes                                   120
           17020762         Yes                                   120
           17020763         Yes                                   120
           17020764         Yes                                   120
           17020765         Yes                                   120
           17020766         Yes                                   120
           17020767         Yes                                   120
           17020768         Yes                                   120
           17020769         Yes                                   120
           17020770         Yes                                   120
           17020851         Yes                                   120
           17020852         Yes                                   120
           17020690         Yes                                   120
           17020853         Yes                                   120
           17020691         Yes                                   120
           17020854         Yes                                   120
           17020692         Yes                                    60
           17020855         Yes                                   120
           17020693         Yes                                    60
           17020856         Yes                                   120
           17020694         No                                      0
           17020857         Yes                                   120
           17020695         Yes                                    60
           17020858         Yes                                   120
           17020696         Yes                                    60
           17020859         Yes                                   120
           17020697         Yes                                    60
           17020698         Yes                                   120
           17020699         Yes                                    60
           17020860         Yes                                   120
           17020861         Yes                                   120
           17020862         Yes                                   120
           17020740         No                                      0
           17020741         Yes                                   120
           17020742         No                                      0
           17020580         Yes                                   120
           17020743         Yes                                   120
           17020581         Yes                                    60
           17020744         Yes                                   120
           17020582         Yes                                    60
           17020745         Yes                                   120
           17020583         Yes                                   120
           17020746         Yes                                   120
           17020584         Yes                                    60
           17020747         Yes                                   120
           17020585         Yes                                   120
           17020748         Yes                                   120
           17020586         Yes                                    60
           17020749         Yes                                   120
           17020587         Yes                                    60
           17020588         Yes                                   120
           17020589         Yes                                   120
           17020750         No                                      0
           17020751         Yes                                   120
           17020590         Yes                                    60
           17020752         Yes                                   120
           17020591         Yes                                   120
           17020753         Yes                                   120
           17020592         Yes                                    60
           17020754         Yes                                   120
           17020593         Yes                                   120
           17020755         Yes                                   120
           17020594         Yes                                    60
           17020756         Yes                                   120
           17020595         Yes                                    60
           17020757         Yes                                   120
           17020596         No                                      0
           17020758         Yes                                   120
           17020597         No                                      0
           17020759         Yes                                   120
           17020598         Yes                                   120
           17020599         No                                      0
           17020760         Yes                                   120
           17020738         Yes                                   120
           17020576         Yes                                    60
           17020739         Yes                                   120
           17020577         No                                      0
           17020578         Yes                                    60
           17020390         Yes                                    60
           17149253         Yes                                   120
           17129133         Yes                                   120
           17120372         Yes                                   120
           17120377         Yes                                   120
           17120399         Yes                                   120
           17129138         Yes                                   120
           17120386         Yes                                   120
           17120389         No                                      0
           17120412         No                                      0
           17120421         Yes                                   120
           17120390         Yes                                   120
           17120391         Yes                                   120
           17120392         Yes                                   120
           17120393         Yes                                   120
           17120394         Yes                                   120
           17120395         Yes                                   120
           17120397         No                                      0
           17120398         Yes                                   120
           17120385         Yes                                   120
           17120387         Yes                                   120
           17120388         Yes                                   120
           17120384         Yes                                   120
           17120330         Yes                                    84
           17120331         No                                      0
           17120332         Yes                                   120
           17120333         Yes                                   120
           17120334         Yes                                   120
           17120335         Yes                                   120
           17120336         Yes                                   120
           17120337         Yes                                   120
           17120338         Yes                                   120
           17120339         Yes                                   120
           17120341         Yes                                   120
           17120342         Yes                                   120
           17120343         Yes                                   120
           17120344         No                                      0
           17120346         Yes                                   120
           17120347         Yes                                   120
           17120348         Yes                                   120
           17120349         No                                      0
           17120350         Yes                                   120
           17120351         Yes                                   120
           17120353         No                                      0
           17120354         Yes                                   120
           17120355         Yes                                   120
           17120356         Yes                                   120
           17120357         Yes                                   120
           17120358         Yes                                   120
           17120359         Yes                                   120
           17120360         Yes                                   120
           17120361         Yes                                   120
           17120362         Yes                                   120
           17120363         Yes                                   120
           17120364         Yes                                   120
           17120365         Yes                                   120
           17120366         Yes                                   120
           17120367         Yes                                   120
           17120370         Yes                                   120
           17120371         Yes                                   120
           17120373         Yes                                   120
           17120374         Yes                                   120
           17120375         Yes                                   120
           17120376         Yes                                   120
           17120378         Yes                                   120
           17120379         Yes                                   120
           17120380         Yes                                   120
           17120381         Yes                                   120
           17120382         Yes                                   120
           17120383         Yes                                   120
           17120327         Yes                                    84
           17120328         No                                      0
           17149240         Yes                                   120
           17149241         Yes                                   120
           17149242         Yes                                   120
           17149243         Yes                                    84
           17149244         Yes                                   120
           17149245         Yes                                   120
           17149246         Yes                                   120
           17149247         Yes                                   120
           17149248         Yes                                   120
           17149249         Yes                                   120
           17149250         Yes                                   120
           17149251         Yes                                   120
           17149252         Yes                                   120
           17149100         Yes                                   120
           17149101         Yes                                   120
           17149102         No                                      0
           17129130         Yes                                    84
           17129131         Yes                                    84
           17129132         Yes                                    84
           17129134         Yes                                   120
           17129135         No                                      0
           17129136         Yes                                   120
           17129137         Yes                                   120
           17129139         Yes                                   120
           17129140         Yes                                   120
           17129141         No                                      0
           17129142         Yes                                   120
           17129144         Yes                                   120
           17129145         Yes                                   120
           17129127         Yes                                    84
           17129128         Yes                                    84
           17129129         Yes                                   120
           17120410         Yes                                   120
           17120411         Yes                                   120
           17120413         Yes                                   120
           17120414         Yes                                   120
           17120415         Yes                                   120
           17120416         Yes                                   120
           17120417         Yes                                   120
           17120418         Yes                                   120
           17120419         Yes                                   120
           17120420         Yes                                   120
           17120422         Yes                                   120
           17120423         Yes                                   120
           17120424         Yes                                   120
           17120425         Yes                                   120
           17120426         Yes                                   120
           17149077         Yes                                    84
           17149078         Yes                                    84
           17149079         Yes                                    84
           17149080         Yes                                    84
           17149081         Yes                                   120
           17149082         Yes                                   120
           17149083         Yes                                    84
           17149084         Yes                                   120
           17149086         Yes                                   120
           17149087         Yes                                    84
           17149088         No                                      0
           17149089         Yes                                   120
           17149090         No                                      0
           17149091         No                                      0
           17120401         Yes                                   120
           17120402         Yes                                   120
           17120403         Yes                                   120
           17120404         Yes                                   120
           17120405         Yes                                   120
           17120406         Yes                                   120
           17120407         Yes                                   120
           17120408         Yes                                   120
           17120409         Yes                                   120
           17149092         Yes                                   120
           17149093         Yes                                   120
           17149094         Yes                                   120
           17149095         Yes                                   120
           17149096         Yes                                   120
           17149097         Yes                                   120
           17149098         Yes                                   120
           17149099         Yes                                   120
           17120498         Yes                                   120
           17120455         Yes                                   120
           17120477         No                                      0
           17120490         Yes                                   120
           17120532         Yes                                   120
           17120544         Yes                                   120
           17120540         Yes                                   120
           17120541         Yes                                   120
           17120542         Yes                                   120
           17120543         Yes                                   120
           17120545         Yes                                   120
           17120546         Yes                                   120
           17120547         Yes                                   120
           17120548         Yes                                   120
           17120549         Yes                                   120
           17120550         Yes                                   120
           17120551         Yes                                   120
           17120552         Yes                                   120
           17120553         Yes                                   120
           17120554         No                                      0
           17120555         Yes                                   120
           17120556         Yes                                   120
           17120557         Yes                                   120
           17120558         Yes                                   120
           17120559         Yes                                   120
           17120560         Yes                                   120
           17120561         Yes                                   120
           17120562         Yes                                   120
           17120563         Yes                                   120
           17120564         Yes                                   120
           17120565         Yes                                   120
           17120566         Yes                                   120
           17120567         Yes                                   120
           17120568         Yes                                   120
           17120569         Yes                                   120
           17120570         Yes                                   120
           17120571         Yes                                   120
           17120572         Yes                                   120
           17120573         Yes                                   120
           17120574         Yes                                   120
           17120575         Yes                                   120
           17120576         Yes                                   120
           17120526         Yes                                   120
           17120527         Yes                                   120
           17120528         Yes                                   120
           17120529         No                                      0
           17120530         Yes                                   120
           17120531         Yes                                   120
           17120533         Yes                                   120
           17120534         Yes                                   120
           17120535         Yes                                   120
           17120536         No                                      0
           17120537         Yes                                   120
           17120538         Yes                                   120
           17120539         Yes                                   120
           17120510         Yes                                   120
           17120511         Yes                                   120
           17120512         No                                      0
           17120513         No                                      0
           17120514         Yes                                   120
           17120515         Yes                                   120
           17120516         Yes                                   120
           17120517         Yes                                   120
           17120518         Yes                                   120
           17120519         Yes                                   120
           17120520         Yes                                   120
           17120521         Yes                                   120
           17120522         Yes                                   120
           17120523         Yes                                   120
           17120524         Yes                                   120
           17120525         No                                      0
           17120500         Yes                                   120
           17120501         Yes                                   120
           17120502         Yes                                   120
           17120503         Yes                                   120
           17120504         Yes                                   120
           17120505         Yes                                   120
           17120506         Yes                                   120
           17120507         Yes                                   120
           17120508         No                                      0
           17120509         Yes                                   120
           17149110         Yes                                   120
           17149111         Yes                                   120
           17149112         Yes                                   120
           17149113         Yes                                   120
           17149103         Yes                                   120
           17149105         No                                      0
           17149106         Yes                                   120
           17149107         No                                      0
           17149108         Yes                                   120
           17149109         Yes                                   120
           17120450         Yes                                   120
           17120451         Yes                                   120
           17120452         Yes                                   120
           17120453         Yes                                   120
           17120454         Yes                                   120
           17120456         Yes                                   120
           17120457         Yes                                   120
           17120458         Yes                                   120
           17120459         Yes                                   120
           17120460         Yes                                   120
           17120461         Yes                                   120
           17120462         No                                      0
           17120463         Yes                                   120
           17120464         Yes                                   120
           17120465         Yes                                   120
           17120466         No                                      0
           17120467         Yes                                   120
           17120468         Yes                                   120
           17120469         Yes                                   120
           17120470         Yes                                   120
           17120471         Yes                                   120
           17120472         Yes                                   120
           17120473         Yes                                   120
           17120474         Yes                                   120
           17120476         Yes                                   120
           17120478         Yes                                   120
           17120479         Yes                                   120
           17120480         Yes                                   120
           17120481         Yes                                   120
           17120482         Yes                                   120
           17120483         Yes                                   120
           17120484         Yes                                   120
           17120485         Yes                                   120
           17120486         Yes                                   120
           17120487         Yes                                   120
           17120488         Yes                                   120
           17120489         Yes                                   120
           17120491         Yes                                   120
           17120492         Yes                                   120
           17120493         Yes                                   120
           17120494         Yes                                   120
           17120495         Yes                                   120
           17120496         Yes                                   120
           17120499         No                                      0
           17120429         Yes                                   120
           17120430         Yes                                   120
           17120431         Yes                                   120
           17120432         Yes                                   120
           17120433         Yes                                   120
           17120434         Yes                                   120
           17120436         Yes                                   120
           17120437         Yes                                   120
           17120438         Yes                                   120
           17120440         Yes                                   120
           17120441         Yes                                   120
           17120442         Yes                                   120
           17120443         Yes                                   120
           17120444         Yes                                   120
           17120445         Yes                                   120
           17120446         Yes                                   120
           17120447         Yes                                   120
           17120448         Yes                                   120
           17120449         Yes                                   120
           17181086         Yes                                    60
           17171924         Yes                                   120
           17172078         Yes                                   120
           17175048         Yes                                   120
           17175049         Yes                                   120
           17171987         Yes                                    60
           17172020         Yes                                   120
           17203440         Yes                                   120
           17172004         Yes                                   120
           17172023         Yes                                   120
           17172005         Yes                                    60
           17203443         Yes                                   120
           17203445         Yes                                   120
           17203409         Yes                                   120
           17172044         Yes                                   120
           17203427         No                                      0
           17172008         Yes                                   120
           17181117         Yes                                   120
           17172064         Yes                                   120
           17203267         Yes                                   120
           17175071         Yes                                   120
           17172065         Yes                                   120
           17175054         Yes                                   120
           17172048         Yes                                   120
           17172049         No                                      0
           17171951         Yes                                    60
           17171995         Yes                                    60
           17203410         Yes                                   120
           17181120         Yes                                    60
           17172112         Yes                                   120
           17172014         Yes                                    60
           17203451         Yes                                   120
           17172051         Yes                                   120
           17203255         No                                      0
           17172053         No                                      0
           17203437         Yes                                   120
           17172036         Yes                                   120
           17172136         Yes                                    60
           17172073         Yes                                   120
           17172055         Yes                                   120
           17203294         Yes                                    60
           17203278         Yes                                    60
           17203359         Yes                                   120
           17172039         No                                      0
           17203396         Yes                                   120
           17203423         No                                      0
           17203388         No                                      0
           17203364         Yes                                   120
           17203354         Yes                                   120
           17203317         Yes                                   120
           17171965         Yes                                    60
           17203331         No                                      0
           17172132         Yes                                   120
           17172133         Yes                                   120
           17172127         Yes                                   120
           17172130         Yes                                   120
           17172104         Yes                                   120
           17172114         Yes                                   120
           17172125         Yes                                   120
           17172126         Yes                                   120
           17171998         Yes                                    60
           17172001         Yes                                   120
           17172002         Yes                                   120
           17172010         Yes                                   120
           17172022         Yes                                   120
           17172033         Yes                                   120
           17172041         Yes                                   120
           17172057         Yes                                   120
           17172061         Yes                                   120
           17172068         Yes                                   120
           17172074         Yes                                   120
           17172084         Yes                                   120
           17172086         Yes                                   120
           17171926         Yes                                    60
           17171946         Yes                                    60
           17171952         Yes                                    60
           17171957         Yes                                    60
           17171960         Yes                                    60
           17171979         Yes                                    60
           17171980         Yes                                    60
           17171983         Yes                                    60
           17171990         Yes                                    60
           17171992         Yes                                    60
           17171922         Yes                                    60
           17203303         Yes                                   120
           17203452         Yes                                   120
           17203340         Yes                                   120
           17203351         Yes                                   120
           17203283         Yes                                    60
           17203252         Yes                                   120
           17203412         Yes                                   120
           17203321         Yes                                   120
           17203385         Yes                                   120
           17203392         Yes                                   120
           17203401         Yes                                   120
           17203435         Yes                                   120
           17203383         Yes                                   120
           17203323         No                                      0
           17203449         No                                      0
           17203328         Yes                                   120
           17203339         Yes                                   120
           17203315         Yes                                   120
           17203257         Yes                                   120
           17203295         Yes                                   120
           17203290         Yes                                    60
           17203299         No                                      0
           17203424         Yes                                   120
           17203379         Yes                                   120
           17203256         No                                      0
           17203422         Yes                                   120
           17203253         Yes                                   120
           17203312         Yes                                    60
           17203293         Yes                                    60
           17203418         Yes                                   120
           17203314         Yes                                    60
           17203448         Yes                                   120
           17203384         Yes                                   120
           17203281         No                                      0
           17203348         Yes                                   120
           17203390         Yes                                   120
           17203310         Yes                                   120
           17203363         Yes                                   120
           17203425         Yes                                   120
           17203373         Yes                                   120
           17203266         Yes                                    60
           17203358         Yes                                   120
           17203429         Yes                                   120
           17203371         Yes                                   120
           17203337         Yes                                   120
           17203421         Yes                                   120
           17203430         Yes                                   120
           17203247         Yes                                   120
           17203320         Yes                                   120
           17203405         Yes                                   120
           17203270         Yes                                    60
           17203362         Yes                                   120
           17203361         Yes                                   120
           17203272         Yes                                    60
           17203350         Yes                                   120
           17203403         No                                      0
           17203301         Yes                                   120
           17203349         Yes                                   120
           17203338         Yes                                   120
           17203345         Yes                                   120
           17203307         Yes                                    60
           17203357         Yes                                   120
           17203442         Yes                                   120
           17203277         Yes                                   120
           17203280         Yes                                    60
           17203344         Yes                                   120
           17203381         Yes                                    60
           17203436         Yes                                   120
           17203333         Yes                                   120
           17203316         Yes                                   120
           17203305         Yes                                    60
           17203292         Yes                                    60
           17203419         Yes                                   120
           17203433         Yes                                   120
           17203438         Yes                                   120
           17203284         Yes                                   120
           17203275         Yes                                    60
           17203411         Yes                                   120
           17203324         Yes                                   120
           17203408         Yes                                   120
           17203300         Yes                                    60
           17203273         Yes                                    60
           17203446         Yes                                   120
           17203415         Yes                                   120
           17203389         Yes                                   120
           17203398         Yes                                   120
           17203274         Yes                                   120
           17203318         Yes                                    60
           17203391         Yes                                   120
           17203399         Yes                                   120
           17203450         No                                      0
           17203447         Yes                                   120
           17203453         Yes                                   120
           17203428         Yes                                   120
           17203313         No                                      0
           17203431         Yes                                   120
           17203417         Yes                                   120
           17203343         Yes                                   120
           17203360         Yes                                   120
           17203416         Yes                                   120
           17203406         Yes                                   120
           17203367         Yes                                   120
           17203380         Yes                                   120
           17203286         No                                      0
           17203330         Yes                                   120
           17203249         Yes                                   120
           17203342         Yes                                   120
           17203346         Yes                                   120
           17203264         Yes                                   120
           17203322         Yes                                   120
           17203397         Yes                                   120
           17203407         Yes                                   120
           17203336         Yes                                   120
           17203374         Yes                                   120
           17203329         No                                      0
           17203327         Yes                                   120
           17203369         Yes                                   120
           17203335         Yes                                   120
           17203291         No                                      0
           17203289         Yes                                    60
           17203372         Yes                                   120
           17203296         Yes                                    60
           17203254         No                                      0
           17203444         Yes                                   120
           17203365         Yes                                   120
           17203259         Yes                                   120
           17203366         Yes                                   120
           17203353         Yes                                   120
           17203285         Yes                                    60
           17203352         Yes                                   120
           17203306         Yes                                    60
           17203414         No                                      0
           17203393         Yes                                   120
           17203382         Yes                                   120
           17203302         Yes                                    60
           17203356         Yes                                   120
           17203387         Yes                                   120
           17203377         Yes                                    60
           17203308         Yes                                   120
           17203276         No                                      0
           17203288         No                                      0
           17203378         Yes                                   120
           17203376         Yes                                    60
           17203370         Yes                                   120
           17203248         No                                      0
           17203341         Yes                                   120
           17203334         Yes                                   120
           17203395         Yes                                   120
           17203332         Yes                                   120
           17203309         Yes                                   120
           17203375         Yes                                   120
           17203279         Yes                                    60
           17203386         Yes                                    60
           17203311         Yes                                    60
           17203420         Yes                                   120
           17203402         Yes                                   120
           17203439         Yes                                   120
           17203297         No                                      0
           17203282         Yes                                   120
           17203368         Yes                                   120
           17203394         Yes                                   120
           17203400         Yes                                   120
           17203355         Yes                                   120
           17203404         No                                      0
           17203426         No                                      0
           17203298         Yes                                    60
           17203304         Yes                                   120
           17203434         Yes                                   120
           17171962         Yes                                   120
           17171963         Yes                                    60
           17171966         Yes                                    60
           17171967         No                                      0
           17171968         Yes                                   120
           17171969         Yes                                    60
           17171970         Yes                                   120
           17171971         Yes                                   120
           17171973         Yes                                    60
           17171974         Yes                                    60
           17171978         No                                      0
           17171982         Yes                                    60
           17171985         Yes                                   120
           17171986         Yes                                    60
           17171988         Yes                                    60
           17171989         Yes                                    60
           17171991         Yes                                    60
           17171993         Yes                                    60
           17171996         Yes                                    60
           17171999         Yes                                    60
           17171950         Yes                                   120
           17171955         Yes                                   120
           17171916         Yes                                   120
           17171917         Yes                                   120
           17171918         Yes                                   120
           17171919         No                                      0
           17171920         Yes                                   120
           17171921         Yes                                   120
           17171923         Yes                                    60
           17171925         Yes                                    60
           17171927         Yes                                   120
           17171933         Yes                                   120
           17171935         Yes                                    60
           17171937         Yes                                   120
           17171939         Yes                                    60
           17171945         Yes                                   120
           17171949         Yes                                    60
           17175070         Yes                                   120
           17175072         Yes                                   120
           17175056         Yes                                   120
           17175057         Yes                                   120
           17175059         No                                      0
           17175060         No                                      0
           17175061         Yes                                   120
           17175062         Yes                                   120
           17175063         Yes                                   120
           17175064         Yes                                   120
           17175065         Yes                                   120
           17175066         Yes                                   120
           17175067         No                                      0
           17175068         Yes                                   120
           17175069         Yes                                   120
           17175031         Yes                                    60
           17175032         Yes                                    60
           17175034         No                                      0
           17175035         Yes                                    60
           17175036         Yes                                    60
           17175037         Yes                                    60
           17175040         No                                      0
           17175041         Yes                                    60
           17175042         Yes                                    60
           17175043         Yes                                   120
           17175045         Yes                                   120
           17175046         Yes                                   120
           17175047         Yes                                   120
           17175050         Yes                                   120
           17175051         Yes                                   120
           17175052         Yes                                   120
           17175053         Yes                                   120
           17175024         Yes                                   120
           17175025         Yes                                   120
           17175026         Yes                                   120
           17175027         Yes                                   120
           17175028         Yes                                   120
           17175029         Yes                                   120
           17172120         Yes                                   120
           17172121         Yes                                   120
           17172122         Yes                                   120
           17172123         No                                      0
           17172124         Yes                                   120
           17172128         Yes                                   120
           17172129         Yes                                   120
           17172131         Yes                                   120
           17172134         Yes                                   120
           17172135         Yes                                   120
           17172137         Yes                                   120
           17172138         Yes                                   120
           17172139         Yes                                   120
           17172100         Yes                                   120
           17172101         No                                      0
           17172102         Yes                                   120
           17172103         Yes                                   120
           17172105         Yes                                   120
           17172106         Yes                                   120
           17172107         No                                      0
           17172108         No                                      0
           17172109         Yes                                   120
           17172110         Yes                                   120
           17172111         No                                      0
           17172113         Yes                                   120
           17172115         Yes                                   120
           17172116         Yes                                   120
           17172117         Yes                                   120
           17172119         Yes                                   120
           17181161         Yes                                   120
           17172090         Yes                                   120
           17181162         Yes                                    60
           17172091         Yes                                   120
           17172092         Yes                                   120
           17172093         Yes                                   120
           17172094         Yes                                   120
           17172095         Yes                                   120
           17172097         Yes                                   120
           17172098         Yes                                   120
           17172099         Yes                                   120
           17181150         Yes                                   120
           17181151         No                                      0
           17172080         Yes                                   120
           17181152         Yes                                   120
           17172081         Yes                                   120
           17181153         No                                      0
           17172082         Yes                                   120
           17181154         Yes                                   120
           17172083         No                                      0
           17172085         Yes                                   120
           17181158         Yes                                   120
           17172087         Yes                                   120
           17181159         Yes                                   120
           17172088         Yes                                   120
           17172089         Yes                                   120
           17172060         Yes                                   120
           17181132         No                                      0
           17181133         Yes                                    60
           17172062         Yes                                   120
           17181134         No                                      0
           17172063         Yes                                   120
           17181135         No                                      0
           17181136         Yes                                   120
           17172066         Yes                                   120
           17181138         Yes                                   120
           17172067         Yes                                   120
           17172069         Yes                                   120
           17181140         Yes                                   120
           17172070         Yes                                   120
           17172071         No                                      0
           17181143         Yes                                   120
           17172072         Yes                                   120
           17181145         Yes                                   120
           17181146         No                                      0
           17172075         Yes                                   120
           17181147         Yes                                   120
           17172076         No                                      0
           17181148         Yes                                   120
           17172077         Yes                                   120
           17172079         Yes                                   120
           17181130         Yes                                   120
           17181131         Yes                                   120
           17181121         No                                      0
           17172050         No                                      0
           17181122         Yes                                   120
           17181123         Yes                                   120
           17172052         Yes                                   120
           17181124         Yes                                   120
           17181125         Yes                                   120
           17172054         Yes                                   120
           17181126         Yes                                    60
           17172056         Yes                                    60
           17172059         Yes                                   120
           17172047         Yes                                   120
           17181119         Yes                                   120
           17172021         Yes                                   120
           17172024         No                                      0
           17172025         Yes                                   120
           17172026         No                                      0
           17172027         Yes                                   120
           17172028         Yes                                   120
           17172029         Yes                                   120
           17181100         Yes                                    60
           17181101         Yes                                   120
           17172030         Yes                                   120
           17181102         Yes                                    60
           17172031         Yes                                   120
           17172032         No                                      0
           17181104         Yes                                    60
           17181105         Yes                                   120
           17172034         Yes                                   120
           17181106         Yes                                   120
           17172035         Yes                                   120
           17181107         Yes                                   120
           17181108         Yes                                   120
           17172037         Yes                                   120
           17181109         Yes                                   120
           17172038         Yes                                   120
           17181110         Yes                                   120
           17181111         Yes                                   120
           17172040         Yes                                   120
           17181112         Yes                                   120
           17181113         Yes                                   120
           17172042         Yes                                   120
           17181114         Yes                                   120
           17172043         Yes                                   120
           17181115         No                                      0
           17181116         Yes                                   120
           17172045         Yes                                   120
           17172046         Yes                                   120
           17172017         No                                      0
           17172018         No                                      0
           17172019         Yes                                   120
           17172000         Yes                                   120
           17172006         Yes                                   120
           17172007         Yes                                   120
           17172009         Yes                                   120
           17172011         Yes                                   120
           17172013         Yes                                   120
           17172015         Yes                                   120
           17172016         Yes                                   120
           17181088         Yes                                    60
           17181090         Yes                                    60
           17181092         Yes                                   120
           17181093         Yes                                    60
           17181094         Yes                                   120
           17181095         Yes                                    60
           17181096         Yes                                    60
           17181097         Yes                                    60
           17181099         Yes                                    60
           17181082         Yes                                   120
           17181083         Yes                                   120
           17181084         Yes                                    60
           17181085         Yes                                    60
           17172140         Yes                                   120
           17172141         Yes                                   120
           17172142         Yes                                   120
           17175038         Yes                                    60
           17175039         Yes                                    60
           17175044         Yes                                   120
           17175073         Yes                                   120
           17181098         Yes                                    60
           17181103         Yes                                    60
           17181118         Yes                                   120
           17181128         Yes                                   120
           17181129         Yes                                    60
           17181137         Yes                                   120
           17181139         Yes                                   120
           17181144         No                                      0
           17181149         Yes                                   120
           17181155         Yes                                   120
           17181156         Yes                                   120
           17181157         Yes                                   120
           17181160         Yes                                   120
           17171928         Yes                                    60
           17171929         Yes                                    60
           17171930         Yes                                    60
           17171931         Yes                                   120
           17171932         No                                      0
           17171934         Yes                                    60
           17171936         Yes                                    60
           17171938         Yes                                    60
           17171940         Yes                                    60
           17171941         Yes                                    60
           17171942         Yes                                   120
           17171943         Yes                                    60
           17171944         Yes                                   120
           17171947         Yes                                    60
           17171948         Yes                                    60
           17171953         Yes                                   120
           17171954         Yes                                    60
           17171956         Yes                                    60
           17171958         Yes                                    60
           17171959         Yes                                    60
           17171961         Yes                                   120
           17171964         Yes                                   120
           17171975         Yes                                    60
           17171976         Yes                                    60
           17171977         Yes                                    60
           17171981         Yes                                   120
           17171984         Yes                                    60
           17171994         Yes                                   120
           17171997         Yes                                    60
           17172003         Yes                                   120
           17172058         Yes                                   120
           17175030         Yes                                    60
           17175033         Yes                                    60
           17175055         Yes                                   120
           17181087         Yes                                   120
           17181089         Yes                                    60
           17181091         Yes                                    60
           17181127         Yes                                    60
           17172118         Yes                                   120
           17181142         Yes                                   120

           LOAN_SEQ          ORIGINATOR                                            AMORT_TERM1
           17020574         COUNTRYWIDE                                                360
           17020737         COUNTRYWIDE                                                360
           17020575         COUNTRYWIDE                                                360
           17020498         COUNTRYWIDE                                                360
           17020499         COUNTRYWIDE                                                360
           17020820         COUNTRYWIDE                                                360
           17020821         COUNTRYWIDE                                                360
           17020660         COUNTRYWIDE                                                360
           17020822         COUNTRYWIDE                                                360
           17020661         COUNTRYWIDE                                                360
           17020823         COUNTRYWIDE                                                360
           17020662         COUNTRYWIDE                                                360
           17020824         COUNTRYWIDE                                                360
           17020663         COUNTRYWIDE                                                360
           17020825         COUNTRYWIDE                                                360
           17020664         COUNTRYWIDE                                                360
           17020826         COUNTRYWIDE                                                360
           17020665         COUNTRYWIDE                                                360
           17020827         COUNTRYWIDE                                                360
           17020828         COUNTRYWIDE                                                360
           17020667         COUNTRYWIDE                                                360
           17020829         COUNTRYWIDE                                                360
           17020668         COUNTRYWIDE                                                360
           17020669         COUNTRYWIDE                                                360
           17020830         COUNTRYWIDE                                                360
           17020831         COUNTRYWIDE                                                360
           17020670         COUNTRYWIDE                                                360
           17020832         COUNTRYWIDE                                                360
           17020833         COUNTRYWIDE                                                360
           17020671         COUNTRYWIDE                                                360
           17020834         COUNTRYWIDE                                                360
           17020672         COUNTRYWIDE                                                360
           17020835         COUNTRYWIDE                                                360
           17020673         COUNTRYWIDE                                                360
           17020836         COUNTRYWIDE                                                360
           17020674         COUNTRYWIDE                                                360
           17020837         COUNTRYWIDE                                                360
           17020675         COUNTRYWIDE                                                360
           17020838         COUNTRYWIDE                                                360
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           17149091         COUNTRYWIDE                                                480
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           17171992         COUNTRYWIDE                                                360
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           17171967         COUNTRYWIDE                                                360
           17171968         COUNTRYWIDE                                                360
           17171969         COUNTRYWIDE                                                360
           17171970         COUNTRYWIDE                                                360
           17171971         COUNTRYWIDE                                                360
           17171973         COUNTRYWIDE                                                360
           17171974         COUNTRYWIDE                                                360
           17171978         COUNTRYWIDE                                                360
           17171982         COUNTRYWIDE                                                360
           17171985         COUNTRYWIDE                                                360
           17171986         COUNTRYWIDE                                                360
           17171988         COUNTRYWIDE                                                360
           17171989         COUNTRYWIDE                                                360
           17171991         COUNTRYWIDE                                                360
           17171993         COUNTRYWIDE                                                360
           17171996         COUNTRYWIDE                                                360
           17171999         COUNTRYWIDE                                                360
           17171950         COUNTRYWIDE                                                360
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           17175029         COUNTRYWIDE                                                360
           17172120         COUNTRYWIDE                                                360
           17172121         COUNTRYWIDE                                                360
           17172122         COUNTRYWIDE                                                360
           17172123         COUNTRYWIDE                                                360
           17172124         COUNTRYWIDE                                                360
           17172128         COUNTRYWIDE                                                360
           17172129         COUNTRYWIDE                                                360
           17172131         COUNTRYWIDE                                                360
           17172134         COUNTRYWIDE                                                360
           17172135         COUNTRYWIDE                                                360
           17172137         COUNTRYWIDE                                                360
           17172138         COUNTRYWIDE                                                360
           17172139         COUNTRYWIDE                                                360
           17172100         COUNTRYWIDE                                                360
           17172101         COUNTRYWIDE                                                360
           17172102         COUNTRYWIDE                                                360
           17172103         COUNTRYWIDE                                                360
           17172105         COUNTRYWIDE                                                360
           17172106         COUNTRYWIDE                                                360
           17172107         COUNTRYWIDE                                                360
           17172108         COUNTRYWIDE                                                360
           17172109         COUNTRYWIDE                                                360
           17172110         COUNTRYWIDE                                                360
           17172111         COUNTRYWIDE                                                360
           17172113         COUNTRYWIDE                                                360
           17172115         COUNTRYWIDE                                                360
           17172116         COUNTRYWIDE                                                360
           17172117         COUNTRYWIDE                                                360
           17172119         COUNTRYWIDE                                                360
           17181161         COUNTRYWIDE                                                360
           17172090         COUNTRYWIDE                                                360
           17181162         COUNTRYWIDE                                                360
           17172091         COUNTRYWIDE                                                360
           17172092         COUNTRYWIDE                                                360
           17172093         COUNTRYWIDE                                                360
           17172094         COUNTRYWIDE                                                360
           17172095         COUNTRYWIDE                                                360
           17172097         COUNTRYWIDE                                                360
           17172098         COUNTRYWIDE                                                360
           17172099         COUNTRYWIDE                                                360
           17181150         COUNTRYWIDE                                                360
           17181151         COUNTRYWIDE                                                360
           17172080         COUNTRYWIDE                                                360
           17181152         COUNTRYWIDE                                                360
           17172081         COUNTRYWIDE                                                360
           17181153         COUNTRYWIDE                                                360
           17172082         COUNTRYWIDE                                                360
           17181154         COUNTRYWIDE                                                360
           17172083         COUNTRYWIDE                                                360
           17172085         COUNTRYWIDE                                                360
           17181158         COUNTRYWIDE                                                360
           17172087         COUNTRYWIDE                                                360
           17181159         COUNTRYWIDE                                                360
           17172088         COUNTRYWIDE                                                360
           17172089         COUNTRYWIDE                                                360
           17172060         COUNTRYWIDE                                                360
           17181132         COUNTRYWIDE                                                360
           17181133         COUNTRYWIDE                                                360
           17172062         COUNTRYWIDE                                                360
           17181134         COUNTRYWIDE                                                360
           17172063         COUNTRYWIDE                                                360
           17181135         COUNTRYWIDE                                                360
           17181136         COUNTRYWIDE                                                360
           17172066         COUNTRYWIDE                                                360
           17181138         COUNTRYWIDE                                                360
           17172067         COUNTRYWIDE                                                360
           17172069         COUNTRYWIDE                                                360
           17181140         COUNTRYWIDE                                                360
           17172070         COUNTRYWIDE                                                360
           17172071         COUNTRYWIDE                                                360
           17181143         COUNTRYWIDE                                                360
           17172072         COUNTRYWIDE                                                360
           17181145         COUNTRYWIDE                                                360
           17181146         COUNTRYWIDE                                                360
           17172075         COUNTRYWIDE                                                360
           17181147         COUNTRYWIDE                                                360
           17172076         COUNTRYWIDE                                                360
           17181148         COUNTRYWIDE                                                360
           17172077         COUNTRYWIDE                                                360
           17172079         COUNTRYWIDE                                                360
           17181130         COUNTRYWIDE                                                360
           17181131         COUNTRYWIDE                                                360
           17181121         COUNTRYWIDE                                                360
           17172050         COUNTRYWIDE                                                360
           17181122         COUNTRYWIDE                                                360
           17181123         COUNTRYWIDE                                                360
           17172052         COUNTRYWIDE                                                360
           17181124         COUNTRYWIDE                                                360
           17181125         COUNTRYWIDE                                                360
           17172054         COUNTRYWIDE                                                360
           17181126         COUNTRYWIDE                                                360
           17172056         COUNTRYWIDE                                                360
           17172059         COUNTRYWIDE                                                360
           17172047         COUNTRYWIDE                                                360
           17181119         COUNTRYWIDE                                                360
           17172021         COUNTRYWIDE                                                360
           17172024         COUNTRYWIDE                                                360
           17172025         COUNTRYWIDE                                                360
           17172026         COUNTRYWIDE                                                360
           17172027         COUNTRYWIDE                                                360
           17172028         COUNTRYWIDE                                                360
           17172029         COUNTRYWIDE                                                360
           17181100         COUNTRYWIDE                                                360
           17181101         COUNTRYWIDE                                                360
           17172030         COUNTRYWIDE                                                360
           17181102         COUNTRYWIDE                                                360
           17172031         COUNTRYWIDE                                                360
           17172032         COUNTRYWIDE                                                360
           17181104         COUNTRYWIDE                                                360
           17181105         COUNTRYWIDE                                                360
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           17181107         COUNTRYWIDE                                                360
           17181108         COUNTRYWIDE                                                360
           17172037         COUNTRYWIDE                                                360
           17181109         COUNTRYWIDE                                                360
           17172038         COUNTRYWIDE                                                360
           17181110         COUNTRYWIDE                                                360
           17181111         COUNTRYWIDE                                                360
           17172040         COUNTRYWIDE                                                360
           17181112         COUNTRYWIDE                                                360
           17181113         COUNTRYWIDE                                                360
           17172042         COUNTRYWIDE                                                360
           17181114         COUNTRYWIDE                                                360
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           17181115         COUNTRYWIDE                                                360
           17181116         COUNTRYWIDE                                                360
           17172045         COUNTRYWIDE                                                360
           17172046         COUNTRYWIDE                                                360
           17172017         COUNTRYWIDE                                                360
           17172018         COUNTRYWIDE                                                360
           17172019         COUNTRYWIDE                                                360
           17172000         COUNTRYWIDE                                                360
           17172006         COUNTRYWIDE                                                360
           17172007         COUNTRYWIDE                                                360
           17172009         COUNTRYWIDE                                                360
           17172011         COUNTRYWIDE                                                360
           17172013         COUNTRYWIDE                                                360
           17172015         COUNTRYWIDE                                                360
           17172016         COUNTRYWIDE                                                360
           17181088         COUNTRYWIDE                                                360
           17181090         COUNTRYWIDE                                                360
           17181092         COUNTRYWIDE                                                360
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           17172140         COUNTRYWIDE                                                360
           17172141         COUNTRYWIDE                                                360
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           17181098         COUNTRYWIDE                                                360
           17181103         COUNTRYWIDE                                                360
           17181118         COUNTRYWIDE                                                360
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           17181129         COUNTRYWIDE                                                360
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           17181160         COUNTRYWIDE                                                360
           17171928         COUNTRYWIDE                                                360
           17171929         COUNTRYWIDE                                                360
           17171930         COUNTRYWIDE                                                360
           17171931         COUNTRYWIDE                                                360
           17171932         COUNTRYWIDE                                                360
           17171934         COUNTRYWIDE                                                360
           17171936         COUNTRYWIDE                                                360
           17171938         COUNTRYWIDE                                                360
           17171940         COUNTRYWIDE                                                360
           17171941         COUNTRYWIDE                                                360
           17171942         COUNTRYWIDE                                                360
           17171943         COUNTRYWIDE                                                360
           17171944         COUNTRYWIDE                                                360
           17171947         COUNTRYWIDE                                                360
           17171948         COUNTRYWIDE                                                360
           17171953         COUNTRYWIDE                                                360
           17171954         COUNTRYWIDE                                                360
           17171956         COUNTRYWIDE                                                360
           17171958         COUNTRYWIDE                                                360
           17171959         COUNTRYWIDE                                                360
           17171961         COUNTRYWIDE                                                360
           17171964         COUNTRYWIDE                                                360
           17171975         COUNTRYWIDE                                                360
           17171976         COUNTRYWIDE                                                360
           17171977         COUNTRYWIDE                                                360
           17171981         COUNTRYWIDE                                                360
           17171984         COUNTRYWIDE                                                360
           17171994         COUNTRYWIDE                                                360
           17171997         COUNTRYWIDE                                                360
           17172003         COUNTRYWIDE                                                360
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           17181142         COUNTRYWIDE                                                360
    

    
    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    EXHIBIT
      C

     

    [RESERVED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    EXHIBIT
      D

    REQUEST
      FOR RELEASE OF DOCUMENTS - TREASURY BANK

     

    
      	
              To:

            	
              Treasury
                Bank, A Division of Countrywide Bank,
                FSB

            


    

    4100
      E.
      Los Angeles Avenue

    Simi
      Valley, California 93063

    Facsimile:
      (805) 577-6069

    


    
      	
              RE:

            	
              Custodial
                Agreement, dated as of

            


    

    April
      30,
      2007, among SAMI II,

    EMC
      Mortgage Corporation, as Seller and Master Servicer

    Treasury
      Bank, A Division of Countrywide Bank, FSB., as custodian,

    and
      Wells
      Fargo Bank, N.A., as Trustee 

     

    In
      connection with the administration of the Mortgage Loans held by you pursuant
      to
      the above-captioned Custodial Agreement, we request the release, and hereby
      acknowledge receipt, of the Mortgage File for the Mortgage Loan described below,
      for the reason indicated.

     

    Mortgage
      Loan Number:

     

    Mortgagor
      Name, Address & Zip Code:

     

    Reason
      for Requesting Documents (check one):

     

    
      	
              _____

            	
              1.

            	
              Mortgage
                Paid in Full and proceeds have been deposited into the Custodial
                Account

            
	
              _____

            	
              2.

            	
              Foreclosure

            
	
              _____

            	
              3.

            	
              Substitution

            
	
              _____

            	
              4.

            	
              Other
                Liquidation

            
	
              _____

            	
              5.

            	
              Nonliquidation  Reason:
                ______________________

            
	
              _____

            	
              6.

            	
              California
                Mortgage Loan paid in full

            


    

    


     

    
      	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              (authorized
                signer)

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Issuer:

            	 
	 	 	 	 	 	 	
              Address:

            	 
	 	 	 	 	 	 	
              Date:

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    EXHIBIT
      E-1

    


    FORM
      OF
      TRANSFEREE AFFIDAVIT AND AGREEMENT

    PURSUANT
      TO SECTION 860E(e)4

     

    
      	 	
              Affidavit
                pursuant to

              Section
                860E(e)(4) of

              the
                Internal Revenue

              Code
                of 1986, as

              amended,
                and for other purposes

            


    

     

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


    

     

    The
      undersigned is the [Title of Officer] of [_________] (the “Investor”), the
      proposed transferee of an ownership interest in the Bear Stearns Arm Trust
      Mortgage Pass-Through Certificates, Series 2007-3, Class [R-I][ R-II][R-III]
      Certificates (the “Certificates”) issued pursuant to the Pooling and Servicing
      Agreement, dated as of April 1, 2007 (the “Agreement”), among Structured Asset
      Mortgage Investments II Inc. as depositor (the “Depositor”), EMC Mortgage
      Corporation, as seller and as master servicer, and Wells Fargo Bank, N.A.,
      as
      trustee (the “Trustee”),
      and
      makes this affidavit on behalf of the Investor for the benefit of the Depositor
      and the Trustee. Capitalized terms used, but not defined herein, shall have
      the
      meanings ascribed to such terms in the Agreement. 

     

    1.  The
      Investor is, as of the date hereof, and will be, as of the date of the Transfer,
      a Permitted Transferee. The Investor is not acquiring its ownership interest
      in
      the Certificates for the account of a Person other than a Permitted Transferee.
      

     

    2.  The
      Investor has been advised and understands that (i) a tax will be imposed on
      transfers of the Certificates to Persons that are not Permitted Transferees;
      (ii) such tax will be imposed on the transferor, or, if such transfer is
      through an agent (which includes a broker, nominee or middleman) for a Person
      that is not a Permitted Transferee, on the agent; and (iii) the Person
      otherwise liable for the tax shall be relieved of liability for the tax if
      a
      subsequent transferee furnishes to such Person an affidavit that such subsequent
      transferee is a Permitted Transferee, and at the time of transfer, such Person
      does not have actual knowledge that the affidavit is false.

     

    3.  The
      Investor has been advised and understands that a tax will be imposed on a
“pass-through entity” holding the Certificates if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity. The Investor understands that
      such tax will not be imposed for any period with respect to which the record
      holder furnishes to the pass-through entity an affidavit that such record holder
      is a Permitted Transferee and the pass-through entity does not have actual
      knowledge that such affidavit is false. (For this purpose, a “pass-through
      entity” includes a regulated investment company, a real estate investment trust
      or common trust fund, a partnership, trust or estate, and certain cooperatives
      and, except as may be provided in Treasury regulations, Persons holding
      interests in pass-through entities as a nominee for another
      Person.)

     

    4.  The
      Investor has reviewed the provisions of Section 5.05 of the Agreement and
      understands the legal consequences of the acquisition of an ownership interest
      in the Certificates, including, without limitation, the restrictions on
      subsequent transfers and the provisions regarding voiding any prohibited
      transfers and mandatory sales. The Investor expressly agrees to be bound by,
      and
      to abide by, such provisions of the Agreement and the restrictions noted on
      the
      face of the Certificates. The Investor understands and agrees that any breach
      of
      any of the representations included herein shall render the transfer of the
      Certificates to the Investor contemplated hereby null and void. The Investor
      consents to any amendment of the Agreement that shall be deemed necessary by
      the
      Tax Matters Person, the Trustee or the Depositor (upon advice of nationally
      recognized counsel) to constitute a reasonable arrangement to ensure that the
      Certificates will not be owned directly or indirectly by a Person other than
      a
      Permitted Transferee.

     

    5.  The
      Investor agrees not to transfer the Certificates, or cause the transfer of
      the
      Certificates by a Person for whom the Investor is acting as nominee, trustee
      or
      agent, in each case unless it has received an affidavit and agreement in
      substantially the same form as this affidavit and agreement containing these
      same representations and covenants from the subsequent transferee. In connection
      with any such transfer by the Investor, the Investor agrees to deliver to the
      Trustee and the Depositor an
      affidavit
      substantially in the form set forth as Exhibit P to the Agreement to the
      effect that the Investor has no actual knowledge that the Person to which the
      transfer is to be made is not a Permitted Transferee.

     

    6.  The
      Investor has historically paid its debts as they have come due, intends to
      pay
      its debts as they come due in the future, and understands that the taxes
      associated with holder an ownership interest in the Certificates may exceed
      the
      cash flow with respect thereto in some or all periods and intends to pay such
      taxes as they become due. The Investor does not have the intention, and no
      purpose of the transfer of the Certificates to the Investor is, to impede the
      assessment or collection of any tax legally required to be paid with respect
      to
      the Certificates.

     

    7.  The
      Investor’s U.S. taxpayer identification number is #[__________].

     

    8.  The
      Investor is a “United States person” within the meaning of Section 7701(a)(30)
      of the Code (a “United State Person”).

     

    9.  The
      Investor is aware that the Certificates may be a “noneconomic residual interest”
within the meaning of Treasury regulations promulgated under Section 860E of
      the
      Code and that the transferor of a noneconomic residual interest will remain
      liable for any taxes due with respect to the income on such residual interest,
      unless no significant purpose of the transfer was to impede the assessment
      or
      collection of tax.

     

    10.  The
      Investor will not cause income from the Certificates to be attributable to
      a
      foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of the Investor or any other United States
      Person.

     

    11.     
      Check
      one
      of the following:

    o
The
      transfer of the Certificates complies with U.S. Treasury Regulation Sections
      1.860E-1(c)(7) and (8) and, accordingly:

     

      (i)   
      the
      present value of the anticipated tax liabilities associated with holding the
      Certificates does not exceed the sum of:

     

    
      	(a)            
              	
              the
                present value of any consideration given to the Investor to acquire
                such
                Certificates;

            


    

     

    
      	(b)            
              	
              the
                present value of the expected future distributions on such Certificates;
                and

            


    

     

    
      	(c)            
              	
              the
                present value of the anticipated tax savings associated with holding
                such
                Certificates as the related REMIC generates losses;
                and

            


    

     

      (ii)    
      the
      transfer of the Certificates will not result in such Certificates being held,
      directly or indirectly, by a foreign permanent establishment or fixed base,
      within the meaning of an applicable income tax treaty, of the Investor or any
      other United States Person.

     

      For
      purposes of the calculation in clause (i) above, (x) the Investor is assumed
      to
      pay tax at the highest rate currently specified in Section 11(b)(1) of the
      Code
      (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of
      the highest rate specified in Section 11(b)(1) of the Code if the Investor
      has
      been subject to the alternative minimum tax under Section 55 of the Code in
      the
      preceding two years and will compute its taxable income in the current taxable
      year using the alternative minimum tax rate) and (y) present values are computed
      using a discount rate equal to the short-term Federal rate prescribed by Section
      1274(d) of the Code for the month of the transfer and the compounding period
      used by the Investor.

     

    o The
      transfer of the Certificates complies with U.S. Treasury Regulation Sections
      1.860E-1(c)(5) and (6) and, accordingly:

     

    
      	 (i)          
              	
              the
                Investor is an “eligible corporation,” as defined in U.S. Treasury
                Regulation Section 1.860E-1(c)(6)(i), as to which income from the
                Certificates will only be taxed in the United
                States;

            


    

     

    
      	(ii)       
	
              at
                the time of the transfer, and at the close of the Investor’s two fiscal
                years preceding the fiscal year of the transfer, the Investor had
                gross
                assets for financial reporting purposes (excluding any obligation
                of a
                “related person” to the Investor within the meaning of U.S. Treasury
                Regulation Section 1.860E-1(c)(6)(ii) and any other asset the principal
                purpose of which is to permit the Investor to satisfy the condition
                of
                this clause (ii)) in excess of $100 million and net assets in excess
                of
                $10 million;

            


    

     

    
      	 (iii)         	
              the
                Investor will transfer the Certificates only to another “eligible
                corporation,” as defined in U.S. Treasury Regulation Section
                1.860E-1(c)(6)(i), in a transaction in which the requirements of
                U.S. Treasury Regulation Sections 1.860E-1(c)(4)(i), (ii) and (iii)
                and -1(c)(5) are satisfied and, accordingly, the subsequent transferee
                provides a similar affidavit with this box checked;
                and

            


    

     

    
      	(iv)       	
              the
                Investor determined the consideration paid to it to acquire the
                Certificates based on reasonable market assumptions (including, but
                not
                limited to, borrowing and investment rates, prepayment and loss
                assumptions, expense and reinvestment assumptions, tax rates and
                other
                factors specific to the Investor) that it has determined in good
                faith and
                has concluded that such consideration, together with other assets
                of the
                Investor, will be sufficient to cover the taxes associated with the
                Certificates.

            


    

     

    o
None
      of
      the above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to the authority of its Board of Directors, by its managing
      director as of the ___ day of ___________, 2____.

     

    [__________________________]

    


    By:_________________________

    Name:
      

    Title:
      

    


    [Address]


    


    Address
      of Investor for

    receipt
      of tax

    information:

    [_________]

    


    


    Personally
      appeared before me the above-named ____________, known or proved to me to be
      the
      same person who executed the foregoing instrument and to be the Managing
      Director of the Owner, and acknowledged to me that he executed the same as
      his
      free act and deed and the free act and deed of the Investor.

     

    Subscribed
      and sworn before me this ___ day of ___________, 2____.

     

    


    ________________________

    NOTARY
      PUBLIC

    


    COUNTY
      OF
      NEW YORK

    STATE
      OF
      NEW YORK

    


    My
      commission expires the    
      day of
  ,
      ______.

    


    [SEAL]

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    


    EXHIBIT
      E-2

    


     

    EXHIBIT
      P

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

     

    The
      undersigned is the [Title of Officer] of [Name of Transferor] (the “Owner”), the
      proposed transferor of an ownership interest in the Bear Stearns Arm Trust
      Mortgage Pass-Through Certificates, Series 2007-1, Class [R-I][R-II][R-III]
      Certificates (the “Certificates”) issued
      pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2007
      (the “Agreement”), among Structured Asset Mortgage Investments II Inc., as
      depositor (the “Depositor”), EMC Mortgage Corporation, as seller and as master
      servicer, and Wells Fargo Bank, N.A., as trustee (the “Trustee”),
      and
      makes this affidavit on behalf of the Investor for the benefit of the
      Depositor
      and the
      Trustee. Capitalized terms used, but not defined herein, shall have the meanings
      ascribed to such terms in the
      Agreement. 

     

    1.
       The
      Owner
      is not transferring the Certificates to impede the assessment or collection
      of
      any tax.

     

    2.
       The
      Owner
      has no actual knowledge that the proposed transferee of the Certificates: (i)
      has insufficient assets to pay any taxes that would be owed by such transferee
      as Holder of the Certificates; (ii) may become insolvent or subject to a
      bankruptcy proceeding for so long as the Certificates remains outstanding;
      and
      (iii) is not a Permitted Transferee or a “United States person” within the
      meaning of Section 7701(a)(30) of the Code .

     

    3.
       The
      Owner
      understands that the proposed transferee has delivered to the Trustee and the
      Depositor a transfer affidavit and agreement in the form attached to the
      Agreement as Exhibit E. The Owner does not know or believe that any
      representation contained therein is false.

     

    4.
       At
      the
      time of transfer, the Owner has conducted a reasonable investigation of the
      financial condition of the proposed transferee as contemplated by Treasury
      Regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation,
      the
      Owner has determined that the proposed transferee has historically paid its
      debts as they became due and has found no significant evidence to indicate
      that
      the proposed transferee will not continue to pay its debts as they become due
      in
      the future. The Owner understands that the transfer of the Certificate may
      not
      be respected for U.S. federal income tax purposes (and the Owner may continue
      to
      be liable for U.S. federal income taxes associated therewith) unless the Owner
      has conducted such an investigation.

     

    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to authority of its Board of Directors, by its [Title of
      Officer] this ____ day of _________, 20__.

     

    
      	 	 	 	 	 	 	
              [NAME
                OF OWNER]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	
              Name:

            	
              [Name
                of Officer]

            
	 	 	 	 	 	 	
              Title:

            	
              [Title
                of Officer]

            


    

     

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

     

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

     

    NOTARY
      PUBLIC

     

    COUNTY
      OF

     

    STATE
      OF

     

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

    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

     

    EXHIBIT
      F-1

     

    FORM
      OF
      INVESTMENT LETTER

     

    [Date]

    [SELLER]

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    Structured
      Asset Mortgage Investments II Inc.

    383
      Madison Avenue

    New
      York,
      New York 10179

     

    
      	 	
              Re:

            	
              Structured
                Asset Mortgage Investments II Inc., Bear Stearns ARM Trust,

              Series
                2007-3 Mortgage Pass-Through
                Certificates (the “Certificates”),

              including
                the Class
                B-5, Class B-6 and Class B-7 Certificates
                (the “Privately

              Offered
                Certificates”)________________________________________________

            


    

     

    Dear
      Ladies and Gentlemen:

     

    In
      connection with our purchase of Privately Offered Certificates, we confirm
      that:

     

    
      	 	
              (i)

            	
              we
                understand that the Privately Offered Certificates are not being
                registered under the Securities Act of 1933, as amended (the “Act”) or any
                applicable state securities or “Blue Sky” laws, and are being sold to us
                in a transaction that is exempt from the registration requirements
                of such
                laws;

            


    

     

    
      	 	
              (ii)

            	
              any
                information we desired concerning the Certificates, including the
                Privately Offered Certificates, the trust in which the Certificates
                represent the entire beneficial ownership interest (the “Trust”) or any
                other matter we deemed relevant to our decision to purchase Privately
                Offered Certificates has been made available to
                us;

            


    

     

    
      	 	
              (iii)

            	
              we
                are able to bear the economic risk of investment in Privately Offered
                Certificates; we are an institutional “accredited investor” as defined in
                Section 501(a) of Regulation D promulgated under the Act and a
                sophisticated institutional
                investor;

            


    

     

    
      	 	
              (iv)

            	
              we
                are acquiring Privately Offered Certificates for our own account,
                not as
                nominee for any other person, and not with a present view to any
                distribution or other disposition of the Privately Offered
                Certificates;

            


    

     

    
      	 	
              (v)

            	
              we
                agree the Privately Offered Certificates must be held indefinitely
                by us
                (and may not be sold, pledged, hypothecated or in any way disposed
                of)
                unless subsequently registered under the Act and any applicable state
                securities or “Blue Sky” laws or an exemption from the registration
                requirements of the Act and any applicable state securities or “Blue Sky”
                laws is available;

            


    

     

    
      	 	
              (vi)

            	
              we
                agree that in the event that at some future time we wish to dispose
                of or
                exchange any of the Privately Offered Certificates (such disposition
                or
                exchange not being currently foreseen or contemplated), we will not
                transfer or exchange any of the Privately Offered Certificates
                unless:

            


    

     

    (A)
      (1)
      the sale is to an Eligible Purchaser (as defined below), (2) if required by
      the
      Pooling and Servicing Agreement (as defined below) a letter to substantially
      the
      same effect as either this letter or, if the Eligible Purchaser is a Qualified
      Institutional Buyer as defined under Rule 144A of the Act, the Rule 144A and
      Related Matters Certificate in the form attached to the Pooling and Servicing
      Agreement (as defined below) (or such other documentation as may be acceptable
      to the Trustee) is executed promptly by the purchaser and delivered to the
      addressees hereof and (3) all offers or solicitations in connection with the
      sale, whether directly or through any agent acting on our behalf, are limited
      only to Eligible Purchasers and are not made by means of any form of general
      solicitation or general advertising whatsoever; and

     

    (B) if
      the
      Privately Offered Certificate is not registered under the Act (as to which
      we
      acknowledge you have no obligation), the Privately Offered Certificate is sold
      in a transaction that does not require registration under the Act and any
      applicable state securities or “blue sky” laws and, if Wells Fargo Bank, N.A.
      (the “Trustee”) so requests, a satisfactory Opinion of Counsel is furnished to
      such effect, which Opinion of Counsel shall be an expense of the transferor
      or
      the transferee;

     

    
      	 	
              (vii)

            	
              we
                agree to be bound by all of the terms (including those relating to
                restrictions on transfer) of the Pooling and Servicing, pursuant
                to which
                the Trust was formed; we have reviewed carefully and understand the
                terms
                of the Pooling and Servicing
                Agreement;

            


    

     

    
      	 	
              (viii)

            	
              we
                either: (i) are not acquiring the Privately Offered Certificate directly
                or indirectly by, or on behalf of, an employee benefit plan or other
                retirement arrangement which is subject to Title I of the Employee
                Retirement Income Security Act of 1974, as amended, or Section 4975
                of the
                Internal Revenue Code of 1986, as amended, or (ii) are providing
                a
                representation to the effect that the proposed transfer and holding
                of a
                Privately Offered Certificate and the servicing, management and operation
                of the Trust and its assets: (I) will not result in any prohibited
                transaction which is not covered under an individual or class prohibited
                transaction exemption, including, but not limited to, Prohibited
                Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE
                95-60, or PTCE 96-23 and (II) will not give rise to any additional
                obligations on the part of the Depositor, the Master Servicer or
                the
                Trustee or (iii) have attached hereto the opinion specified in Section
                5.07 of the Agreement.

            


    

     

    
      	 	
              (ix)

            	
              We
                understand that each of the Privately Offered Certificates bears,
                and will
                continue to bear, a legend to substantiate the following effect:
“THIS
                CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
                ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE
                SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
                AGREES
                THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
                TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
                APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES
                ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
                QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”),
                PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
                OF A
                QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
                RESALE,
                PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
                (2)
                PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
                THE
                SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
                “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
                501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY
                IN
                WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
                NOT
                FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A)
                THE
                RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED
                IN
                THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE
                ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
                IS
                IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR
                IN EACH
                CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
                STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY
                NOT BE
                ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
                BENEFIT
                PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I
                OF THE
                EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
                4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
                PROPOSED
                TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
                AND
                OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
                PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR
                CLASS
                PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
                PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE
                90-1, PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY
                ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER
                OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A
                BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS THE OPINION
                PROVIDED IN SECTION 5.07 OF THE AGREEMENT IS
                PROVIDED.”

            


    

     

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

     

    Terms
      not
      otherwise defined herein shall have the meanings assigned to them in the Pooling
      and Servicing Agreement, dated as of April 1, 2007, among Structured Asset
      Mortgage Investments II Inc., EMC Mortgage Corporation as seller and master
      servicer and Wells Fargo Bank, N.A. as Trustee (the “Pooling and Servicing
      Agreement”).

     

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

     

    Name
      of
      Nominee (if any): _________________________________

     

    IN
      WITNESS WHEREOF, this document has been executed by the undersigned who is
      duly
      authorized to do so on behalf of the undersigned Eligible Purchaser on the
      ___
      day of ________, 20___.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [PURCHASER]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              (Authorized
                Officer)

            
	 	 	 	 	 	 	 	
              [By:

            	 
	 	 	 	 	 	 	 	 	
              Attorney-in-fact]

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Nominee
      Acknowledgment

     

    The
      undersigned hereby acknowledges and agrees that as to the Certificates being
      registered in its name, the sole beneficial owner thereof is and shall be the
      Purchaser identified above, for whom the undersigned is acting as
      nominee.

     

    
      	 	 	 	 	 	 	 	
              [NAME
                OF NOMINEE]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              (Authorized
                Officer)

            
	 	 	 	 	 	 	 	
              [By:

            	 
	 	 	 	 	 	 	 	 	
              Attorney-in-fact]

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    


    EXHIBIT
      F-2

     

    FORM
      OF
      RULE 144A AND RELATED MATTERS CERTIFICATE

     

    [SELLER][Date]

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    Structured
      Asset Mortgage Investments II Inc.

    383
      Madison Avenue

    New
      York,
      New York 10179

     

    
      	 	
              Re:

            	
              Structured
                Asset Mortgage Investments II Inc., Bear Stearns ARM Trust,

              
                Series
                  2007-3 Mortgage Pass-Through Certificates, Class B-5, Class B-6
                  and

                Class
                  B-7 Certificates (the “Privately Offered
                  Certificates”)__________________

              

            


    

     

    Dear
      Ladies and Gentlemen:

     

    In
      connection with our purchase of Privately Offered Certificates, the undersigned
      certifies to each of the parties to whom this letter is addressed that it is
      a
      qualified institutional buyer (as defined in Rule 144A under the Securities
      Act
      of 1933, as amended (the “Act”)) as follows:

     

    
      	
              1.

            	
              It
                owned and/or invested on a discretionary basis eligible securities
                (excluding affiliate’s securities, bank deposit notes and CD’s, loan
                participations, repurchase agreements, securities owned but subject
                to a
                repurchase agreement and swaps), as described
                below:

            


    

     

    Date:
      ______________, 20__ (must be on or after the close of its most recent fiscal
      year)

     

    Amount:
      $
      _____________________; and

     

    
      	
              2.

            	
              The
                dollar amount set forth above is:

            


    

     

    
      	 	
              a.

            	
              greater
                than $100 million and the undersigned is one of the following
                entities:

            


    

     

    
      	 	
              (x)

            	
              [
                ]

            	
              an
                insurance company as defined in Section 2(13) of the Act1 ;
                or

            
	 	 	 	 
	 	
              (y)

            	
              [
                ]

            	
              an
                investment company registered under the Investment Company Act or
                any
                business development company as defined in Section 2(a)(48) of the
                Investment Company Act of 1940; or

            
	 	 	 	 
	 	
              (z)

            	
              [
                ]

            	
              a
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958; or

            
	 	 	 	 
	 	
              (aa)

            	
              [
                ]

            	
              a
                plan (i) established and maintained by a state, its political
                subdivisions, or any agency or instrumentality of a state or its
                political
                subdivisions, the laws of which permit the purchase of securities
                of this
                type, for the benefit of its employees and (ii) the governing investment
                guidelines of which permit the purchase of securities of this type;
                or

            
	 	 	 	 
	 	
              (bb)

            	
              [
                ]

            	
              a
                business development company as defined in Section 202(a)(22) of
                the
                Investment Advisers Act of 1940; or

            
	 	 	 	 
	 	
              (cc)

            	
              [
                ]

            	
              a
                corporation (other than a U.S. bank, savings and loan association
                or
                equivalent foreign institution), partnership, Massachusetts or similar
                business trust, or an organization described in Section 501(c)(3)
                of the
                Internal Revenue Code; or

            
	 	 	 	 
	 	
              (dd)

            	
              [
                ]

            	
              a
                U.S. bank, savings and loan association or equivalent foreign institution,
                which has an audited net worth of at least $25 million as demonstrated
                in
                its latest annual financial statements; or

            
	 	 	 	 
	 	
              (ee)

            	
              [
                ]

            	
              an
                investment adviser registered under the Investment Advisers Act;
                or

            


    

    


    
      	
              b.

            	
              [
                ]

            	
              greater
                than $10 million, and the undersigned is a broker-dealer registered
                with
                the SEC; or

            
	 	 	 
	
              c.

            	
              [
                ]

            	
              less
                than $10 million, and the undersigned is a broker-dealer registered
                with
                the SEC and will only purchase Rule 144A securities in transactions
                in
                which it acts as a riskless principal (as defined in Rule 144A);
                or

            
	 	 	 
	
              d.

            	
              [
                ]

            	
              less
                than $100 million, and the undersigned is an investment company registered
                under the Investment Company Act of 1940, which, together with one
                or more
                registered investment companies having the same or an affiliated
                investment adviser, owns at least $100 million of eligible securities;
                or

            
	 	 	 
	
              e.

            	
              [
                ]

            	
              less
                than $100 million, and the undersigned is an entity, all the equity
                owners
                of which are qualified institutional
                buyers.

            


    

     

    The
      undersigned further certifies that it is purchasing a Privately Offered
      Certificate for its own account or for the account of others that independently
      qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware
      that the sale of the Privately Offered Certificates is being made in reliance
      on
      its continued compliance with Rule 144A. It is aware that the transferor may
      rely on the exemption from the provisions of Section 5 of the Act provided
      by
      Rule 144A. The undersigned understands that the Privately Offered Certificates
      may be resold, pledged or transferred only to (i) a person reasonably believed
      to be a Qualified Institutional Buyer that purchases for its own account or
      for
      the account of a Qualified Institutional Buyer to whom notice is given that
      the
      resale, pledge or transfer is being made in reliance in Rule 144A, or (ii)
      an
      institutional “accredited investor,” as such term is defined under Rule 501 of
      the Act in a transaction that otherwise does not constitute a public
      offering.

     

    The
      undersigned agrees that if at some future time it wishes to dispose of or
      exchange any of the Privately Offered Certificates, it will not transfer or
      exchange any of the Privately Offered Certificates to a Qualified Institutional
      Buyer without first obtaining a Rule 144A and Related Matters Certificate in
      the
      form hereof from the transferee and delivering such certificate to the
      addressees hereof. Prior to making any transfer of Privately Offered
      Certificates, if the proposed Transferee is an institutional “accredited
      investor,” the transferor shall obtain from the transferee and deliver to the
      addressees hereof an Investment Letter in the form attached to the Pooling
      and
      Servicing Agreement, dated as of April 1, 2007, among Structured Asset Mortgage
      Investments II Inc. as depositor (the “Depositor”), EMC Mortgage Corporation, as
      master servicer (the “Master Servicer”) and seller, and Wells Fargo Bank, N.A.,
      as trustee (the “Trustee”), pursuant to Certificates were issued.

     

    The
      undersigned certifies that it either: (i) is not acquiring the Privately Offered
      Certificate directly or indirectly by, or on behalf of, an employee benefit
      plan
      or other retirement arrangement which is subject to Title I of the Employee
      Retirement Income Security Act of 1974, as amended, or Section 4975 of the
      Internal Revenue Code of 1986, as amended, or (ii) is providing a representation
      or an opinion of counsel to the effect that the proposed transfer and holding
      of
      a Privately Offered Certificate and the servicing, management and operation
      of
      the Trust and its assets: (I) will not result in any prohibited transaction
      which is not covered under a prohibited transaction exemption, including, but
      not limited to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE
      91-38, PTCE 90-1, PTCE 95-60, PTCE 96-23 and (II) will not give rise to any
      additional obligations on the part of the Depositor, the Master Servicer or
      the
      Trustee or (iii) has attached hereto the opinion specified in Section 5.07
      of
      the Agreement.

     

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

     

    Name
      of
      Nominee (if any):

     

    IN
      WITNESS WHEREOF, this document has been executed by the undersigned who is
      duly
      authorized to do so on behalf of the undersigned Eligible Purchaser on the
      ____
      day of ___________, 20___.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [PURCHASER]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              (Authorized
                Officer)

            
	 	 	 	 	 	 	 	
              [By:

            	 
	 	 	 	 	 	 	 	 	
              Attorney-in-fact]

            


    

     

    NOMINEE
      ACKNOWLEDGMENT

     

    The
      undersigned hereby acknowledges and agrees that as to the Certificates being
      registered in its name, the sole beneficial owner thereof is and shall be the
      Purchaser identified above, for whom the undersigned is acting as
      nominee.

     

    
      	 	 	 	 	 	 	 	
              [NAME
                OF NOMINEE]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              (Authorized
                Officer)

            
	 	 	 	 	 	 	 	
              [By:

            	 
	 	 	 	 	 	 	 	 	
              Attorney-in-fact]

            


    

    

      

    

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


      

    

     

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

     

    EXHIBIT
      G

     

    FORM
      OF
      TREASURY BANK CUSTODIAL AGREEMENT

     

    THIS
      CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
      "Agreement”), dated as of April 30, 2007, by and among WELLS FARGO BANK, N.A.,
      not individually but solely as trustee under the Pooling and Servicing Agreement
      defined below (including its successors under the Pooling and Servicing
      Agreement defined below, the “Trustee”), STRUCTURED ASSET MORTGAGE INVESTMENTS
      II INC., as depositor (together with any successor in interest, the
“Depositor”), EMC MORTGAGE CORPORATION, as seller (in such capacity, “EMC” or
“Seller”) and master servicer (together with any successor in interest or
      successor under the Pooling and Servicing Agreement referred to below, the
      “Master Servicer”), and TREASURY BANK, A DIVISION OF COUNTRYWIDE BANK, FSB, as
      custodian (together with any successor in interest or any successor appointed
      hereunder, the "Custodian").

     

    WITNESSETH
      THAT:

     

    WHEREAS,
      the Depositor, EMC, the Master Servicer and the Trustee have entered into a
      Pooling and Servicing Agreement, dated as of April 1, 2007, relating to the
      issuance of Bear Stearns ARM Trust 2007-3, Mortgage Pass-Through Certificates,
      Series 2007-3 (as in effect on the date of this agreement, the "Original Pooling
      and Servicing Agreement," and as amended and supplemented from time to time,
      the
      "Pooling and Servicing Agreement”); and

     

    WHEREAS,
      the Custodian has agreed to act as agent for the Trustee for the purposes of
      receiving and holding certain documents and other instruments relating to the
      mortgage loans (herein referred to as the “Mortgage Loans”) listed on Schedule I
      hereto (the “Mortgage Loan Schedule”) delivered by (i) the Depositor or the
      Master Servicer under the Pooling and Servicing Agreement and (ii) the Servicer
      under the Servicing Agreement, all upon the terms and conditions and subject
      to
      the limitations hereinafter set forth;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements hereinafter set forth, the Trustee, the Depositor, the Master
      Servicer and the Custodian hereby agree as follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    Capitalized
      terms used in this Agreement and not defined herein shall have the meanings
      assigned in the Original Pooling and Servicing Agreement, unless otherwise
      required by the context herein.

     

    ARTICLE
      II.

    CUSTODY
      OF MORTGAGE DOCUMENTS

     

    Section
      2.1. Custodian
      to Act as Agent: Acceptance of Mortgage Files.
      The
      Custodian, as the duly appointed agent of the Trustee for these purposes,
      acknowledges (subject to any exceptions noted in the Initial Certification
      referred to in Section 2.3(a)) receipt of the Mortgage Files relating to the
      Mortgage Loans attached hereto (the "Mortgage Files") and declares that it
      holds
      and will hold such Mortgage Files as agent for the Trustee, in trust, for the
      use and benefit of all present and future Certificateholders.

     

    Section
      2.2. Recordation
      of Assignments.
      If any
      Mortgage File relating to the Mortgage Loans includes one or more assignments
      of
      Mortgage to the Trustee in a state which is specifically excluded from the
      Opinion of Counsel delivered by the Seller to the Trustee and the Custodian
      pursuant to the provisions of Section 2.01 of the Pooling and Servicing
      Agreement, each such assignment shall be delivered, at the direction of the
      Depositor (in written or electronic format), by the Custodian to the Depositor
      for the purpose of recording it in the appropriate public office for real
      property records, and the Depositor, at no expense to the Custodian, shall
      promptly cause to be recorded in the appropriate public office for real property
      records each such assignment of Mortgage and, upon receipt thereof from such
      public office, shall return each such assignment of Mortgage to the
      Custodian.

     

    Section
      2.3. Review
      of Mortgage Files.

     

    (a) On
      or
      prior to the Closing Date, in accordance with Section 2.02 of the Pooling and
      Servicing Agreement, the Custodian shall deliver to the Depositor, EMC, the
      Master Servicer and the Trustee an Initial Certification in the form annexed
      hereto as Exhibit One evidencing receipt (subject to any exceptions noted
      therein) of a Mortgage File for each of the Mortgage Loans.

     

    (b) Within
      90
      days of the Closing Date (or, with respect to any Substitute Mortgage Loans,
      within 5 Business Days after the receipt by the Trustee or the Custodian
      thereof), the Custodian agrees, for the benefit of Certificateholders, to
      review, in accordance with the provisions of Section 2.02 of the Pooling and
      Servicing Agreement, each such document relating to the Mortgage Loans, and
      shall execute and deliver to the Depositor, EMC, the Master Servicer and the
      Trustee an Interim Certification in the form annexed hereto as Exhibit Two
      to
      the effect that all such documents have been executed and received and that
      such
      documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
      except for any exceptions listed on Schedule A attached to such Interim
      Certification. The Custodian shall be under no duty or obligation to inspect,
      review or examine said documents, instruments, certificates or other papers
      to
      determine that the same are genuine, enforceable, or appropriate for the
      represented purpose or that they have actually been recorded or that they are
      other than what they purport to be on their face.

     

    (c) Not
      later
      than 180 days after the Closing Date (or, with respect to any Substitute
      Mortgage Loans, within 5 Business Days after the receipt by the Trustee or
      the
      Custodian thereof), the Custodian shall review the Mortgage Files relating
      to
      the Mortgage Loans as provided in Section 2.02 of the Pooling and Servicing
      Agreement and execute and deliver to the Depositor, EMC, the Master Servicer
      and
      the Trustee a Final Certification in the form annexed hereto as Exhibit Three
      evidencing the completeness of such Mortgage Files.

     

    (d) In
      reviewing the Mortgage Files relating to the Mortgage Loans as provided herein
      and in the Pooling and Servicing Agreement, the Custodian shall make no
      representation as to and shall not be responsible to verify (i) the validity,
      legality, enforceability, due authorization, recordability, sufficiency or
      genuineness of any of the documents included in any Mortgage File or (ii) the
      collectibility, insurability, effectiveness or suitability of any of the
      documents in any Mortgage File.

     

    Upon
      receipt of written request from the Trustee, the Custodian shall as soon as
      practicable supply the requesting party with a list of all of the documents
      missing from the Mortgage Loans then contained in the Mortgage
      Files.

     

    Section
      2.4. Notification
      of Breaches of Representations and Warranties.
      Upon
      discovery by the Custodian of a breach of any representation or warranty made
      by
      the Depositor as set forth in the Pooling and Servicing Agreement with respect
      to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt
      written notice to the Depositor, the Master Servicer, the applicable Servicer
      and the Trustee.

     

    Section
      2.5. Custodian
      to Cooperate: Release of Mortgage Files.
      Upon
      receipt of written notice from the Master Servicer or the Trustee that the
      Seller has repurchased a Mortgage Loan pursuant to Article II of the Pooling
      and
      Servicing Agreement, and that the Repurchase Price therefor has been deposited
      in the Distribution Account, and a Request for Release (as defined below),
      the
      Custodian agrees to promptly release to the Seller the related Mortgage
      File.

     

    Upon
      the
      Custodian's receipt of a request for release (a "Request for Release")
      substantially in the form of Exhibit D-2 to the Pooling and Servicing Agreement
      signed by an officer of the Servicer involved in, or responsible for, the
      administration and servicing of the Mortgage Loans whose name appears on a
      list
      of servicing officers furnished by the Servicer upon request, as such list
      may
      from time to time be amended (each, a “Servicing Officer”) stating that it has
      received payment in full of a Mortgage Loan or that payment in full will be
      escrowed in a manner customary for such purposes, the Custodian agrees to
      promptly release to the Servicer the related Mortgage File. The Depositor shall
      deliver to the Custodian, and the Custodian agrees to accept, the Mortgage
      Note
      and other documents constituting the Mortgage File with respect to any
      Substitute Mortgage Loan, which documents the Custodian will review to the
      extent provided in Article II of the Pooling and Servicing
      Agreement.

     

    From
      time
      to time as is appropriate for the servicing or foreclosure of any Mortgage
      Loan,
      including, for this purpose, collection under any Primary Mortgage Insurance
      Policy, the Servicer shall (or if the Servicer does not, then the Master
      Servicer may) deliver to the Custodian a Request for Release signed by a
      Servicing Officer requesting that possession of all of the related Mortgage
      File
      be released to the Servicer and certifying as to the reason for such release
      and
      that such release will not invalidate any insurance coverage provided in respect
      of the related Mortgage Loan under any of the Insurance Policies. Upon receipt
      of the foregoing, the Custodian shall deliver such Mortgage File to the
      Servicer. All Mortgage Files so released to the Servicer shall be held by it
      in
      trust for the Trustee for the use and benefit of all present and future
      Certificateholders. The Servicer shall cause each Mortgage File or any document
      therein so released to be returned to the Custodian when the need therefor
      by
      the Servicer no longer exists, unless (i) such Mortgage Loan has been liquidated
      and the Liquidation Proceeds relating to the related Mortgage Loan have been
      deposited in the Distribution Account or (ii) such Mortgage File or such
      document has been delivered to an attorney, or to a public trustee or other
      public official as required by law, for purposes of initiating or pursuing
      legal
      action or other proceedings for the foreclosure of the related Mortgaged
      Property either judicially or non-judicially, and the Servicer has delivered
      to
      the Custodian a certificate of a Servicing Officer certifying as to the name
      and
      address of the Person to which such Mortgage File or such document was delivered
      and the purpose or purposes of such delivery.

     

    At
      any
      time that a Servicer or the Master Servicer is required to deliver to the
      Custodian a Request for Release, the Servicer or the Master Servicer shall
      deliver two copies of the Request for Release if delivered in hard copy or
      the
      Servicer or the Master Servicer may furnish such Request for Release
      electronically to the Custodian, in which event the Servicing Officer
      transmitting the same shall be deemed to have signed such Request for Release.
      In connection with any Request for Release of a Mortgage File because of a
      repurchase of a Mortgage Loan, the assignment of mortgage and the related
      Mortgage Note shall be returned to the Servicer or the Master Servicer, as
      applicable, for execution and endorsement, respectively, pursuant to a power
      of
      attorney from the Trustee and for delivery to the Seller. If the Servicer or
      the
      Master Servicer does not have a power of attorney from the Trustee to execute
      the applicable assignment and to endorse the related Mortgage Note, such Request
      for Release shall be accompanied by an assignment of mortgage, without recourse,
      executed by the Trustee to the Seller and the related Mortgage Note shall be
      endorsed without recourse by the Trustee (if not in blank) and be returned
      to
      the Servicer or the Master Servicer, as applicable, for delivery to the Seller;
      provided, however, that in the case of a Mortgage Loan that is registered on
      the
      MERS® System, no assignment of mortgage or endorsement of the Mortgage Note by
      the Trustee, or by the Servicer or the Master Servicer pursuant to a power
      of
      attorney from the Trustee, shall be required. In connection with any Request
      for
      Release of a Mortgage File because of the payment in full of a Mortgage Loan
      and
      if the Servicer or the Master Servicer does not have a power of attorney from
      the Trustee to execute the applicable certificate of satisfaction or similar
      instrument, such Request for Release shall be accompanied by a certificate
      of
      satisfaction or other similar instrument to be executed by or on behalf of
      the
      Trustee and returned to the Servicer or the Master Servicer, as
      applicable.

     

    Section
      2.6. Assumption
      Agreements.
      In the
      event that any assumption agreement, substitution of liability agreement or
      sale
      of servicing agreement is entered into with respect to any Mortgage Loan subject
      to this Agreement in accordance with the terms and provisions of the Pooling
      and
      Servicing Agreement, the Master Servicer, to the extent provided in the
      Servicing Agreement, shall cause the Servicer to notify the Custodian that
      such
      assumption agreement, substitution of liability agreement or sale of servicing
      agreement has been completed by forwarding to the Custodian the original of
      such
      assumption agreement, substitution of liability agreement or sale of servicing
      agreement, which shall be added to the related Mortgage File and, for all
      purposes, shall be considered a part of such Mortgage File to the same extent
      as
      all other documents and instruments constituting parts thereof.

     

    ARTICLE
      III.

    CONCERNING
      THE CUSTODIAN

     

    Section
      3.1. Custodian
      as Bailee and Agent of the Trustee.
      With
      respect to each Mortgage Note and other documents constituting each Mortgage
      File relating to the Mortgage Loans which are delivered to the Custodian, the
      Custodian is exclusively the bailee and agent of the Trustee and has no
      instructions to hold any Mortgage Note or Mortgage File for the benefit of
      any
      person other than the Trustee and the Certificateholders and undertakes to
      perform such duties and only such duties as are specifically set forth in this
      Agreement. Except upon compliance with the provisions of Section 2.5 of this
      Agreement with respect to any Mortgage Loan, no Mortgage Note, Mortgage or
      Mortgage File shall be delivered by the Custodian to the Depositor, the Seller,
      any Servicer or the Master Servicer or otherwise released from the possession
      of
      the Custodian.

     

    Section
      3.2. [Reserved.]

     

    Section
      3.3. Custodian
      May Own Certificates.
      The
      Custodian in its individual or any other capacity may become the owner or
      pledgee of Certificates with the same rights it would have if it were not
      Custodian.

     

    Section
      3.4. Custodian's
      Fees and Expenses.
      The
      Depositor covenants and agrees to cause the Seller to pay the Custodian from
      time to time, and the Custodian shall be entitled to, reasonable compensation
      for all services rendered by it in the exercise and performance of any of the
      powers and duties hereunder of the Custodian pursuant to a letter agreement
      between the Custodian and the Seller. In addition, the Seller will pay or
      reimburse the Custodian upon its request for all reasonable expenses,
      disbursements and advances incurred or made by the Custodian in accordance
      with
      any of the provisions of this Agreement (including the reasonable compensation
      and the expenses and disbursements of its counsel and of all persons not
      regularly in its employ), except any such expense, disbursement or advance
      as
      may arise from its negligence or bad faith, or to the extent that such cost
      or
      expense is indemnified by the Depositor pursuant to the Pooling and Servicing
      Agreement.

     

    Section
      3.5. Custodian
      May Resign; Trustee May Remove Custodian.
      The
      Custodian may resign from the obligations and duties hereby imposed upon it
      as
      such obligations and duties relate to its acting as Custodian of the Mortgage
      Loans. Upon receiving such notice of resignation, the Trustee shall either
      take
      custody of the Mortgage Files itself and give prompt notice thereof to the
      Depositor, the Master Servicer, the Servicers and the Custodian, or promptly
      appoint a successor Custodian by written instrument, in duplicate, one copy
      of
      which instrument shall be delivered to the resigning Custodian and one copy
      to
      the successor Custodian. If the Trustee shall not have taken custody of the
      Mortgage Files and no successor Custodian shall have been so appointed and
      have
      accepted appointment within 30 days after the giving of such notice of
      resignation, the resigning Custodian may petition any court of competent
      jurisdiction for the appointment of a successor Custodian.

     

    The
      Trustee may remove the Custodian at any time with the consent of the Master
      Servicer. In such event, the Trustee shall appoint, or petition a court of
      competent jurisdiction to appoint, a successor Custodian hereunder. Any
      successor Custodian shall be a depository institution subject to supervision
      or
      examination by federal or state authority, shall be able to satisfy the other
      requirements contained in Section 3.7 and shall be unaffiliated with any
      Servicer or the Depositor.

     

    Any
      resignation or removal of the Custodian and appointment of a successor Custodian
      pursuant to any of the provisions of this Section 3.5 shall become effective
      upon acceptance of appointment by the successor Custodian. The Trustee shall
      give prompt notice to the Depositor and the Master Servicer of the appointment
      of any successor Custodian. No successor Custodian shall be appointed by the
      Trustee without the prior approval of the Depositor and the Master
      Servicer.

     

    Section
      3.6. Merger
      or Consolidation of Custodian.
      Any
      Person into which the Custodian may be merged or converted or with which it
      may
      be consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Custodian shall be a party, or any Person succeeding
      to the business of the Custodian, shall be the successor of the Custodian
      hereunder (provided such Person shall satisfy the requirements set forth in
      Section 3.7), without the execution or filing of any paper or any further act
      on
      the part of any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    Section
      3.7. Representations
      of the Custodian.
      The
      Custodian hereby represents, and any successor Custodian hereunder shall
      represent, that it is a depository institution subject to supervision or
      examination by a federal or state authority, has a combined capital and surplus
      of at least $15,000,000 and is qualified to do business in the jurisdictions
      in
      which it will hold any Mortgage File.

     

    Section
      3.8. Duties
      and Obligations of the Custodian.
      

     

    (a) The
      Custodian shall be under no duty or obligation to inspect, review or examine
      the
      Mortgage Files to determine that the contents thereof are appropriate for the
      represented purpose or that they have been actually recorded or that they are
      other than what they purport to be on their face. 

     

    (b) The
      Custodian shall not be responsible or liable for, and makes no representation
      or
      warranty with respect to, the validity, adequacy or perfection or any lien
      upon
      or security interest in the Mortgage Files. 

     

    (c) Any
      other
      provision of this Agreement to the contrary notwithstanding, the Custodian
      shall
      have no notice, and shall not be bound by any of the terms and conditions of
      any
      other document or agreement executed or delivered in connection with, or
      intended to control any part of, the transactions anticipated by or referred
      to
      in this Agreement unless the Custodian is a signatory party to that document
      or
      agreement. 

     

    (d) The
      Custodian may rely on and shall be protected in acting in good faith upon any
      certificate, instrument, opinion, notice, magnetic tape, letter, telegram or
      other document, or any security, delivered to it and in good faith believed
      by
      it to be genuine and to have been signed by the proper party or parties; but
      in
      the case of any loan document or other request, instruction, document or
      certificate which by any provision hereof is specifically required to be
      furnished to the Custodian, the Custodian shall be under a duty to examine
      the
      same to determine whether or not it conforms prima facie to the requirements
      of
      this Custodial Agreement.

     

    (e) The
      Custodian shall not be liable for any error of judgment, or for any act done
      or
      step taken or omitted by it, in good faith, or for any mistake of fact or law,
      or for anything that it may do or refrain from doing in connection therewith,
      except in the case of its negligent performance or omission. 

     

    (f) The
      Custodian shall have no obligation to verify the receipt of any such documents
      the existence of which was not made known to the Custodian by the Mortgage
      Files. 

     

    (g)
       The
      Custodian shall not be responsible for delays or failures in performance
      resulting from acts beyond its control. Such acts shall include, but not be
      limited to, acts of God, strikes, lockouts, riots, acts of war or terrorism,
      epidemics, nationalization, expropriation, currency restrictions, governmental
      regulations superimposed after the fact, fire, communication line failures,
      power failures, earthquakes or other disasters.

     

    ARTICLE
      IV.

    COMPLIANCE
      WITH REGULATION AB

     

    Section 4.1. Intent
      of the parties; Reasonableness.
      The
      parties hereto acknowledge and agree that the purpose of this Article IV is
      to
      facilitate compliance by the Depositor, the Master Servicer and the Trustee
      with
      the provisions of Regulation AB and related rules and regulations of the
      Commission. The Depositor, the Master Servicer and the Trustee shall not
      exercise its right to request delivery of information or other performance
      under
      these provisions other than in good faith, or for purposes other than compliance
      with the Securities Act, the Exchange Act and the rules and regulations of
      the
      Commission under the Securities Act and the Exchange Act. Each of the parties
      hereto acknowledges that interpretations of the requirements of Regulation
      AB
      may change over time, whether due to interpretive guidance provided by the
      Commission or its staff, consensus among participants in the mortgage-backed
      securities markets, advice of counsel, or otherwise, and the Custodian agrees
      to
      comply with requests made by the Depositor, the Master Servicer and the Trustee
      in good faith for delivery of information under these provisions on the basis
      of
      evolving interpretations of Regulation AB to the extent reasonably practicable,
      unless otherwise advised in writing by counsel. The Custodian shall cooperate
      reasonably with the Depositor, the Master Servicer and the Trustee to deliver
      to
      the Depositor and the Master Servicer (including any of their respective
      assignees or designees), any and all disclosure, statements, reports,
      certifications, records and any other information necessary in the reasonable,
      good faith determination of the Depositor, the Master Servicer and the Trustee
      to permit the Depositor, the Master Servicer and the Trustee to comply with
      the
      provisions of Regulation AB.

     

    Section
      4.2. Additional
      Representations and Warranties of the Custodian.

     

    (a) The
      Custodian hereby represents and warrants that the information with respect
      to
      the Custodian set forth in the Prospectus Supplement under the caption
      "Description of the Certificates—The Custodians—Treasury Bank" (the "Custodian
      Disclosure") does not contain any untrue statement of a material fact or omit
      to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading.

     

    (b) The
      Custodian shall be deemed to represent to the Depositor as of the date hereof
      and on each date on which information is provided to the Depositor under Section
      4.3 that, except as disclosed in writing to the Depositor prior to such date:
      (i) there are no aspects of its financial condition that could have a material
      adverse effect on the performance by it of its Custodian obligations under
      this
      Agreement; (ii) there are no material legal or governmental proceedings pending
      (or known to be contemplated) against it that would affect or interfere with
      the
      performance of its obligations hereunder; and (iii) there are no affiliations,
      relationships or transactions relating to the Custodian with respect to the
      Depositor or any sponsor, issuing entity, servicer (other than Countrywide
      Home
      Loan Servicing LP), trustee, originator, significant obligor, enhancement or
      support provider or other material transaction party (as such terms are used
      in
      Regulation AB) relating to the securitization transaction contemplated by the
      Pooling and Servicing Agreement, as identified by the Depositor to the Custodian
      in writing as of the Closing Date (each, a "Transaction Party") that would
      affect or interfere with the performance of its obligations hereunder and have
      not been previously disclosed to the Depositor and the Trustee.

     

    (c) If
      so
      requested by the Depositor on any date following the Closing Date, the Custodian
      shall, within five Business Days following such request, confirm in writing
      the
      accuracy of the representations and warranties set forth in paragraph (1) of
      this section or, if any such representation and warranty is not accurate as
      of
      the date of such confirmation, provide reasonably adequate disclosure of the
      pertinent facts, in writing, to the requesting party. Any such request from
      the
      Depositor shall not be given more than once each calendar quarter, unless the
      Depositor shall have a reasonable basis for a determination that any of the
      representations and warranties may not be accurate.

     

    Section
      4.3. Additional
      Information to Be Provided by the Custodian.
      For so
      long as the Certificates are outstanding, for the purpose of satisfying the
      Depositor’s reporting obligation under the Exchange Act with respect to any
      class of Certificates, the Custodian shall (a) notify the Depositor, the Trustee
      and the Master Servicer in writing of any material litigation or governmental
      proceedings pending against the Custodian (including any such proceedings known
      to be contemplated by the governmental authorities) that would be material
      to
      Certificateholders, and (b) provide to the Depositor, Trustee and the Master
      Servicer a written description of such proceedings. Any notices and descriptions
      required under this Section 4.3 shall be given no later than five Business
      Days
      prior to the Determination Date following the month in which the Custodian
      has
      knowledge of the occurrence of the relevant event. As of the date the Depositor,
      the Trustee or Master Servicer files each Report on Form 10-D or Form 10-K
      with
      respect to the Certificates, the Custodian will be deemed to represent that
      any
      information previously provided under this Section 4.3, if any, is materially
      correct and does not have any material omissions unless the Custodian has
      provided an update to such information.

     

    Section
      4.4. Report
      on Assessment of Compliance and Attestation.
      On or
      before March 15 of each calendar year in which a Form 10-K is required to be
      filed with respect to the Trust, the Custodian shall:

     

    (a) deliver
      to the Depositor, the Master Servicer and the Trustee a report (in form and
      substance reasonably satisfactory to the Depositor) regarding the Custodian’s
      assessment of compliance with the Applicable Servicing Criteria as set forth
      in
      Exhibit Four during the immediately preceding calendar year, as required under
      Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.
      Such
      report shall be addressed to the Depositor and the Trustee and signed by an
      authorized officer of the Custodian, and shall address each of the Servicing
      Criteria specified on a certification substantially in the form of Exhibit
      Four
      hereto; and

     

    (b) deliver
      to the Depositor, the Master Servicer and the Trustee, a report of a registered
      public accounting firm reasonably acceptable to the Master Servicer, the
      Depositor and the Trustee that attests to, and reports on, the assessment of
      compliance made by the Custodian and delivered pursuant to the preceding
      paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
      2-02(g) of Regulation S-X under the Securities Act and the Exchange
      Act.

     

    Section
      4.5. Indemnification;
      Remedies.

     

    (a) The
      Custodian shall indemnify the Depositor, each affiliate of the Depositor, the
      Master Servicer, the Trustee and each broker dealer acting as underwriter,
      placement agent or initial purchaser of the Certificates or each Person who
      controls any of such parties (within the meaning of Section 15 of the Securities
      Act and Section 20 of the Exchange Act); and the respective present and former
      directors, officers, employees and agents of each of the foregoing (each, an
      “Indemnified Party”), and shall hold each of them harmless from and against any
      losses, damages, penalties, fines, forfeitures, legal fees and expenses and
      related costs, judgments, and any other costs, fees and expenses that any of
      them may sustain arising out of or based upon:

     

    (i) (A)
      any
      untrue statement of a material fact contained or alleged to be contained in
      the
      Custodian Disclosure and any information, report, certification, accountants’
attestation or other material provided under this Article IV by or on behalf
      of
      the Custodian (collectively, the “Custodian Information”), or (B) the omission
      or alleged omission to state in the Custodian Information a material fact
      required to be stated in the Custodian Information or necessary in order to
      make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading; or

     

    (ii) any
      failure by the Custodian to deliver any information, report, certification,
      accountants’ attestation or other material when and as required under this
      Article IV; or

     

    (iii) the
      negligence, bad faith or willful misconduct of the Custodian in the performance
      of its obligations under this Article IV. 

     

    (b) In
      the
      case of any failure of performance described in clause (ii) of Section 4.5(a),
      the Custodian shall promptly reimburse the Depositor, the Trustee and the Master
      Servicer for all costs reasonably incurred by the Depositor and the Master
      Servicer, respectively, in order to obtain the information, report,
      certification, accountants’ letter or other material not delivered as required
      by the Custodian.

     

    (c) In
      no
      event shall the Custodian or its directors, officers and employees be liable
      for
      any special, indirect or consequential damages from any action taken or omitted
      to be taken by it or them hereunder or in connection herewith even if advised
      of
      the possibility of such damages.

     

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

     

    ARTICLE
      V.

    MISCELLANEOUS
      PROVISIONS

     

    Section
      5.1. Notices.
      All
      notices, requests, consents and demands and other communications required under
      this Agreement or pursuant to any other instrument or document delivered
      hereunder shall be in writing and, unless otherwise specifically provided,
      may
      be delivered personally, by telegram or telex, or by registered or certified
      mail, postage prepaid, return receipt requested, at the addresses specified
      on
      the signature page hereof (unless changed by the particular party whose address
      is stated herein by similar notice in writing), in which case the notice will
      be
      deemed delivered when received.

     

    Section
      5.2. Amendments.
      No
      modification or amendment of or supplement to this Agreement shall be valid
      or
      effective unless the same is in writing and signed by all parties hereto, and
      neither the Depositor, the Master Servicer nor the Trustee shall enter into
      any
      amendment hereof except as permitted by the Pooling and Servicing Agreement.
      The
      Trustee shall give prompt notice to the Custodian of any amendment or supplement
      to the Pooling and Servicing Agreement and furnish the Custodian with written
      copies thereof.

     

    Section
      5.3. GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW
      YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
      THE
      LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES
      (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL
      APPLY HERETO).

     

    Section
      5.4. Recordation
      of Agreement.
      To the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Depositor and at the
      Trust's expense on direction by the Trustee, but only upon direction accompanied
      by an Opinion of Counsel reasonably satisfactory to the Depositor to the effect
      that the failure to effect such recordation is likely to materially and
      adversely affect the interests of the Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    Section
      5.5. Severability
      of Provisions.
      If any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the holders thereof.

     

    [Signature
      page follows]

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

     

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

    


    
      	
              Address:

               

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045

            	
              WELLS
                FARGO BANK,

              N.A.,
                as Trustee

               

               

              By:___________________________________

              Name: 

              Title: 

            
	 	 
	
              Address:
                

               

              383
                Madison Avenue

              New
                York, New York 10179

            	
              STRUCTURED
                ASSET MORTGAGE INVESTMENTS II INC.

               

               

              By:___________________________________

              Name:

              Title: 

            
	 	 
	
              Address:

               

              2780
                Lake Vista Drive

              Lewisville,
                Texas 75067

              (214)
                626-4889

              Attention:
                Michelle Viner

            	
              EMC
                MORTGAGE CORPORATION, as Master Servicer and Seller

               

               

              By:___________________________________

              Name: 

              Title: 

            
	 	 
	
              Address:

               

              4100
                E. Los Angeles Avenue 

              Simi
                Valley, California 93063 

              Attention:
                Teresita Que 

              Telephone:
                (805) 577-6028 

              Facsimile:
                (805) 577-6069

            	
              TREASURY
                BANK, A DIVISION OF COUNTRYWIDE BANK, FSB, as Custodian

               

               

              By:___________________________________

              Name: 

              Title: 

            


    

    
 

    
      	STATE OF MARYLAND	) 
	 	) ss:
	COUNTY OF HOWARD	)


    

     

    On
      the
      30th
      day of
      April, 2007 before me, a notary public in and for said State, personally
      appeared _____________________, known to me to be a(n) ____________________
      of
      Wells Fargo Bank, N.A., a national banking association that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said national banking association, and acknowledged to me that such national
      banking association executed the within instrument.

     

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

     

    ____________________________

    Notary
      Public

    [SEAL]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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


    

     

    On
      the
      30th
      day of
      April, 2007 before me, a notary public in and for said State, personally
      appeared _____________________, known to me to be a(n) ____________________
      of
      Structured Asset Mortgage Investments II Inc., one of the corporations that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

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

     

    ____________________________

    Notary
      Public

    [Notarial
      Seal]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	STATE OF TEXAS	) 
	 	) ss:
	COUNTY OF DALLAS	)


      

    

    


    On
      the
      30th
      day of
      April,
      2007
      before me, a notary public in and for said State, personally appeared
      __________________known to me to be an authorized representative of EMC Mortgage
      Corporation, one of the corporations that executed the within instrument, and
      also known to me to be the person who executed it on behalf of said national
      banking association, and acknowledged to me that such national banking
      association executed the within instrument.

     

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

     

    
      ____________________________

      Notary
        Public

    

     

    [SEAL]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          	STATE OF CALIFORNIA	) 
	 	) ss:
	COUNTY OF ___________	)


        

         

      

    

    On
      the
      30th
      day of
      April, 2007 before me, a notary public in and for said State, personally
      appeared ______________, known to me to be a __________________ of Treasury
      Bank, a division of Countrywide Bank, FSB, one of the corporations that executed
      the within instrument, and also known to me to be the person who executed it
      on
      behalf of said corporation, and acknowledged to me that such corporation
      executed the within instrument.

     

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

     

    ____________________________

    Notary
      Public

    [Notarial
      Seal]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

     

    Mortgage
      Loans

     

    [Provided
      upon Request]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      ONE

     

    FORM
      OF
      CUSTODIAN INITIAL CERTIFICATION

     

    April
      30,
      2007

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    


    Structured
      Asset Mortgage Investments II Inc.

    383
      Park
      Avenue

    New
      York,
      New York 10179

     

    EMC
      Mortgage Corporation

    2780
      Lake
      Vista Drive

    Lewisville,
      TX 75067

    Attention:
      Janan Weeks

    Email:
      jweeks@bear.com

    Facsimile:
      (214) 626-3704

    


    With
      a
      copy to:

    EMC
      Mortgage Corporation

    2780
      Lake
      Vista Drive

    Lewisville,
      TX 75067

    Attention:
      Michelle Viner

    Email: 
      mviner@bear.com

    Facsimile:
      (214) 626-4889

    


    Attention:
      Bear Stearns ARM Trust 2007-3, Mortgage Pass-Through Certificates, Series
      2007-3

    


     

    Re:         
      Custodial
      Agreement, dated as of April 30, 2007, by and among

    Wells
      Fargo Bank, N.A., Structured Asset Mortgage Investments II

    Inc.,
      EMC
      Mortgage Corporation and Treasury Bank, a division of 

    Countrywide
      Bank, FSB relating to Bear Stearns ARM Trust 2007-

    3,
      Mortgage Pass-Through Certificates, Series 2007-3  

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.3 of the above-captioned Custodial Agreement, and
      subject to Section 2.02 of the Pooling and Servicing Agreement, the undersigned,
      as Custodian, hereby certifies that it has received a Mortgage File (which
      contains an original Mortgage Note or lost note affidavit) to the extent
      required in Section 2.01 of the Pooling and Servicing Agreement (other than
      with
      respect to clause (b)(v) thereof, for which no review has been made) with
      respect to each Mortgage Loan listed in the Mortgage Loan Schedule, with any
      exceptions listed on Schedule A attached hereto.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Custodial Agreement.

     

    TREASURY
      BANK, A DIVISION OF

    COUNTRYWIDE
      BANK, FSB

     

    By:______________________________________

    Name: 

    Title: 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A TO EXHIBIT ONE

     

    Exceptions

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      TWO

     

    FORM
      OF
      CUSTODIAN INTERIM CERTIFICATION

     

    _________
      ___, 200__

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    


    Structured
      Asset Mortgage Investments II Inc.

    383
      Park
      Avenue

    New
      York,
      New York 10179

     

    EMC
      Mortgage Corporation

    2780
      Lake
      Vista Drive

    Lewisville,
      TX 75067

    Attention:
      Janan Weeks

    Email:
      jweeks@bear.com

    Facsimile:
      (214) 626-3704

    


    With
      a
      copy to:

    EMC
      Mortgage Corporation

    2780
      Lake
      Vista Drive

    Lewisville,
      TX 75067

    Attention:
      Michelle Viner

    Email: 
      mviner@bear.com

    Facsimile:
      (214) 626-4889

    


    Attention:
      Bear Stearns ARM Trust 2007-3, Mortgage Pass-Through Certificates, Series
      2007-3


     

    Re:          
      Custodial
      Agreement, dated as of April 30, 2007, by and among

    Wells
      Fargo Bank, N.A., Structured Asset Mortgage Investments II

    Inc.,
      EMC
      Mortgage Corporation and Treasury Bank, a division of

    Countrywide
      Bank, FSB relating to Bear Stearns ARM Trust 2007-

    3,
      Mortgage Pass-Through Certificates, Series 2007-3  

     

    Ladies
      and Gentlemen:

    In
      accordance with Section 2.3 of the above-captioned Custodial Agreement, the
      undersigned, as Custodian, hereby certifies that it has received a Mortgage
      File
      to the extent required pursuant to Section 2.01 of the Pooling and Servicing
      Agreement (other than with respect to clause (b)(v) thereof, for which no review
      has been made) with respect to each Mortgage Loan listed in the Mortgage Loan
      Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
      and has determined that: all required documents have been executed and received
      and that such documents related to the Mortgage Loans identified on the Mortgage
      Loan Schedule, with any exceptions listed on Schedule A attached
      hereto.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Custodial Agreement.

     

    TREASURY
      BANK, A DIVISION OF

    COUNTRYWIDE
      BANK, FSB

     

    By: ___________________________

    Name: 

    Title: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      A TO EXHIBIT TWO

     

    Exceptions

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT
      THREE

     

    FORM
      OF
      CUSTODIAN FINAL CERTIFICATION

     

    __________
      ____, 200__

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    


    Structured
      Asset Mortgage Investments II Inc.

    383
      Park
      Avenue

    New
      York,
      New York 10179

     

    EMC
      Mortgage Corporation

    2780
      Lake
      Vista Drive

    Lewisville,
      TX 75067

    Attention:
      Janan Weeks

    Email:
      jweeks@bear.com

    Facsimile:
      (214) 626-3704

    


    With
      a
      copy to:

    EMC
      Mortgage Corporation

    2780
      Lake
      Vista Drive

    Lewisville,
      TX 75067

    Attention:
      Michelle Viner

    Email: 
      mviner@bear.com

    Facsimile:
      (214) 626-4889

    


    Attention:
      Bear Stearns ARM Trust 2007-3, Mortgage Pass-Through Certificates, Series
      2007-3

     

    Re:         
      Custodial
      Agreement, dated as of April 30, 2007, by and among

    Wells
      Fargo Bank, N.A., Structured Asset Mortgage Investments II

    Inc.,
      EMC
      Mortgage Corporation and Treasury Bank, a division of

    Countrywide
      Bank, FSB relating to Bear Stearns ARM Trust 2007-

    3,
      Mortgage Pass-Through Certificates, Series 2007-3  

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.3 of the above-captioned Custodial Agreement, the
      undersigned, as Custodian, hereby certifies that it has received a Mortgage
      File
      to the extent required pursuant to Section 2.01 of the Pooling and Servicing
      Agreement (other than with respect to clause (b)(v) thereof, for which no review
      has been made) with respect to each Mortgage Loan listed in the Mortgage Loan
      Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
      and has determined that an original of each document related thereto required
      to
      be recorded has been returned from the related recording office with evidence
      of
      recording thereon, or a certified copy has been obtained from the related
      recording office, with any exceptions listed in Schedule A attached
      hereto.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Custodial Agreement.

     

    TREASURY
      BANK, A DIVISION OF

    COUNTRYWIDE
      BANK, FSB

     

    By: __________________________

    Name: 

    Title:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    SCHEDULE
      A TO EXHIBIT THREE

     

    Exceptions

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT
      FOUR

     

    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

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

     

    
      	
               

              Servicing
                Criteria

            	
              Applicable

              Servicing
                Criteria

            
	
              Reference

            	
              Criteria

            	 
	 	
              General
                Servicing Considerations

            	 
	
               

               

              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements

            	
               

            
	
               

               

              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities

            	
               

            
	
               

              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the pool assets are maintained.

            	
               

            
	
               

               

              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	 
	 	
               

              Cash
                Collection and Administration

            	 
	
               

               

              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt
                and identification, or such other number of days specified in the
                transaction agreements.

            	
               

            
	
               

              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	
               

            
	
               

               

              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances are made,
                reviewed and approved as specified in the transaction
                agreements.

            	
               

            
	
               

               

              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
               

            
	
               

               

               

              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institutions” with respect
                to a foreign financial institution means a foreign financial institution
                that meets the requirements of Rule 13k-1(b)(1) of the Securities
                Exchange
                Act. 

            	
               

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
               

            
	
               

               

               

               

               

               

              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliations; and (D) contain explanations for reconciling items,
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	 
	 	
               

              Investor
                Remittances and Reporting

            	 
	
               

               

               

               

               

              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements, (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors; or the trustee’s records as to the total unpaid principal
                balance and number of pool assets serviced by the
                servicer.

            	
               

            
	
               

               

              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	
               

            
	
               

               

              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	
               

            
	
               

               

              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	 
	 	
               

              Pool
                Asset Administration

            	 
	
               

              1122(d)(4)(i)

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related asset pool documents.

            	
              √

            
	
               

              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements.

            	
              √

            
	
               

               

              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements

            	
               

            
	
               

               

               

               

              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents.

            	 
	
               

              1122(d)(4)(v)

            	
              The
                servicer’s records regarding the pool assets agree with the servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    
      	
               

               

              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor’s pool asset (e.g., loan
                modifications or re-agings) are made, reviewed and approved by authorized
                personnel in accordance with the transaction agreements and related
                pool
                asset documents.

            	
               

            
	
               

               

               

              1122(d)(4)(vii)

            	
              Loss
                mitigation of recovery actions (e.g., forbearance plans, modifications
                and
                deed in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                documents.

            	
               

            
	
               

               

               

               

              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.,
                Such
                records are maintained in at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	
               

            
	
               

              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents.

            	
               

            
	
               

               

               

               

              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts);
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 3- calendar
                days of full repayment of the related pool asset, or such other number
                of
                days specified in the transaction agreements.

            	
               

            
	
               

               

               

              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax ore insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the service at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	
               

            
	
               

               

               

              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	
               

            
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	
               

            
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
                charge-offs and uncollectible funds are recognized and recorded in
                accordance with the transaction agreements.

            	
               

            
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in item 1114(a)(1)
                through (3) or item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 


    

    


     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

     

    EXHIBIT
      H

     

    COUNTRYWIDE
      SERVICING AGREEMENT 


     

     

    
       

      
        

        

      

       

       

      EMC
        Mortgage
        Corporation,

       

      
        
          	 	Purchaser


        

      

       

      and

       

      Countrywide
        Home Loans, Inc.,

      
         

        
          
            	 	Company


          

        

         

        
          
            

          

        

      

      SELLER’S
        WARRANTIES AND SERVICING AGREEMENT

      


       

      Dated
        as
        of September 1, 2002

      
        
 

      Residential
        Adjustable Rate Mortgage Loans


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      TABLE
        OF
        CONTENTS

       

      ARTICLE
        I

       

      DEFINITIONS

       

      ARTICLE
        II

      

        
          	
                  CONVEYANCE
                    OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;

                
	
                  BOOKS
                    AND RECORDS; DELIVERY OF DOCUMENTS

                
	 
	
                  Section
                    2.01

                	
                  Conveyance
                    of Mortgage Loans; Possession of Mortgage Files; Maintenance
                    of Servicing
                    Files.

                
	
                  Section
                    2.02

                	
                  Books
                    and Records; Transfers of Mortgage Loans.

                
	
                  Section
                    2.03

                	
                  Delivery
                    of Documents.

                
	 
	
                  ARTICLE
                    III

                
	 	 
	
                  REPRESENTATIONS
                    AND WARRANTIES;

                
	
                  REMEDIES
                    AND BREACH

                
	 
	
                  Section
                    3.01

                	
                  Company
                    Representations and Warranties.

                
	
                  Section
                    3.02

                	
                  Representations
                    and Warranties Regarding Individual Mortgage Loans.

                
	
                  Section
                    3.03

                	
                  Remedies
                    for Breach of Representations and Warranties.

                
	
                  Section
                    3.04

                	
                  Indemnification.

                
	
                  Section
                    3.05

                	
                  Repurchase
                    Upon Conversion.

                
	
                  Section
                    3.06

                	
                  Restrictions
                    and Requirements Applicable in the Event that
                    a Mortgage Loan is Acquired by a REMIC

                
	
                  Section
                    3.07

                	
                  Review
                    of Mortgage Loans

                
	 	 
	
                  ARTICLE
                    IV

                
	 	 
	
                  ADMINISTRATION
                    AND SERVICING OF MORTGAGE LOANS

                
	 
	
                  Section
                    4.01

                	
                  Company
                    to Act as Servicer.

                
	
                  Section
                    4.02

                	
                  Liquidation
                    of Mortgage Loans.

                
	
                  Section
                    4.03

                	
                  Collection
                    of Mortgage Loan Payments.

                
	
                  Section
                    4.04

                	
                  Establishment
                    of and Deposits to Custodial Account.

                
	
                  Section
                    4.05

                	
                  Permitted
                    Withdrawals From Custodial Account.

                
	
                  Section
                    4.06

                	
                  Establishment
                    of and Deposits to Escrow Account.

                
	
                  Section
                    4.07

                	
                  Permitted
                    Withdrawals From Escrow Account.

                
	
                  Section
                    4.08

                	
                  Payment
                    of Taxes, Insurance and Other Charges.

                
	
                  Section
                    4.09

                	
                  Protection
                    of Accounts.

                
	
                  Section
                    4.10

                	
                  Maintenance
                    of Hazard Insurance.

                
	
                  Section
                    4.11

                	
                  Maintenance
                    of Mortgage Impairment Insurance.

                
	
                  Section
                    4.12

                	
                  Maintenance
                    of Fidelity Bond and Errors and Omissions Insurance.

                
	
                  Section
                    4.13

                	
                  Inspections.

                
	
                  Section
                    4.14

                	
                  Restoration
                    of Mortgaged Property.

                
	
                  Section
                    4.15

                	
                  Maintenance
                    of PMI and LPMI Policy; Claims.

                
	
                  Section
                    4.16

                	
                  Title,
                    Management and Disposition of REO Property.

                
	
                  Section
                    4.17

                	
                  Real
                    Estate Owned Reports.

                
	
                  Section
                    4.18

                	
                  Liquidation
                    Reports.

                
	
                  Section
                    4.19

                	
                  Reports
                    of Foreclosures and Abandonments of Mortgaged Property.

                
	
                  Section
                    4.20

                	
                  Notification
                    of Adjustments.

                
	 	 
	
                  ARTICLE
                    V

                
	 	 
	
                  PAYMENTS
                    TO PURCHASER

                
	 
	
                  Section
                    5.01

                	
                  Remittances.

                
	
                  Section
                    5.02

                	
                  Statements
                    to Purchaser.

                
	
                  Section
                    5.03

                	
                  Monthly
                    Advances by Company.

                
	 	 
	
                  ARTICLE
                    VI

                
	 	 
	
                  GENERAL
                    SERVICING PROCEDURES

                
	 
	
                  Section
                    6.01

                	
                  Transfers
                    of Mortgaged Property.

                
	
                  Section
                    6.02

                	
                  Satisfaction
                    of Mortgages and Release of Mortgage Files.

                
	
                  Section
                    6.03

                	
                  Servicing
                    Compensation.

                
	
                  Section
                    6.04

                	
                  Annual
                    Statement as to Compliance.

                
	
                  Section
                    6.05

                	
                  Annual
                    Independent Public Accountants’ Servicing Report.

                
	
                  Section
                    6.06

                	
                  Right
                    to Examine Company Records.

                
	 	 
	
                  ARTICLE
                    VII

                
	 	 
	
                  AGENCY
                    TRANSFER; PASS-THROUGH TRANSFER

                
	 
	
                  Section
                    7.01

                	
                  Removal
                    of Mortgage Loans from Inclusion Under this Agreement Upon an
                    Agency
                    Transfer, or a Pass-Through Transfer on One or More Reconstitution
                    Dates.

                
	
                  Section
                    7.02

                	
                  Purchaser’s
                    Repurchase and Indemnification Obligations.

                
	 	 
	
                  ARTICLE
                    VIII

                
	 	 
	
                  COMPANY
                    TO COOPERATE

                
	 
	
                  Section
                    8.01

                	
                  Provision
                    of Information.

                
	
                  Section
                    8.02

                	
                  Financial
                    Statements; Servicing Facility.

                
	 	 
	
                  ARTICLE
                    IX

                
	 	 
	
                  THE
                    COMPANY

                
	 
	
                  Section
                    9.01

                	
                  Indemnification;
                    Third Party Claims.

                
	
                  Section
                    9.02

                	
                  Merger
                    or Consolidation of the Company.

                
	
                  Section
                    9.03

                	
                  Limitation
                    on Liability of Company and Others.

                
	
                  Section
                    9.04

                	
                  Limitation
                    on Resignation and Assignment by Company.

                
	 	 
	
                  ARTICLE
                    X

                
	 	 
	
                  DEFAULT

                
	 
	
                  Section
                    10.01

                	
                  Events
                    of Default.

                
	
                  Section
                    10.02

                	
                  Waiver
                    of Defaults.

                
	 	 
	
                  ARTICLE
                    XI

                
	 	 
	
                  TERMINATION

                
	 
	
                  Section
                    11.01

                	
                  Termination.

                
	
                  Section
                    11.02

                	
                  Termination
                    Without Cause.

                
	 	 
	
                  ARTICLE
                    XII

                
	 	 
	
                  MISCELLANEOUS
                    PROVISIONS

                
	 
	
                  Section
                    12.01

                	
                  Successor
                    to Company.

                
	
                  Section
                    12.02

                	
                  Amendment.

                
	
                  Section
                    12.03

                	
                  Governing
                    Law.

                
	
                  Section
                    12.04

                	
                  Duration
                    of Agreement.

                
	
                  Section
                    12.05

                	
                  Notices.

                
	
                  Section
                    12.06

                	
                  Severability
                    of Provisions.

                
	
                  Section
                    12.07

                	
                  Relationship
                    of Parties.

                
	
                  Section
                    12.08

                	
                  Execution;
                    Successors and Assigns.

                
	
                  Section
                    12.09

                	
                  Recordation
                    of Assignments of Mortgage.

                
	
                  Section
                    12.10

                	
                  Assignment
                    by Purchaser.

                
	
                  Section
                    12.11

                	
                  No
                    Personal Solicitation.

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBITS

       

      
        	
                EXHIBIT
                  A

              	
                MORTGAGE
                  LOAN SCHEDULE

              


      

      
        	
                EXHIBIT
                  B

              	
                CONTENTS
                  OF EACH MORTGAGE FILE

              


      

      
        	
                EXHIBIT
                  C

              	
                MORTGAGE
                  LOAN DOCUMENTS

              


      

      
        	
                EXHIBIT
                  D-1

              	
                FORM
                  OF CUSTODIAL ACCOUNT CERTIFICATION 

              


      

      
        	
                EXHIBIT
                  D-2

              	
                FORM
                  OF CUSTODIAL ACCOUNT LETTER AGREEMENT


              


      

      
        	
                EXHIBIT
                  E-1

              	
                FORM
                  OF ESCROW ACCOUNT CERTIFICATION 

              


      

      
        	
                EXHIBIT
                  E-2

              	
                FORM
                  OF ESCROW ACCOUNT LETTER AGREEMENT 

              


      

      
        	
                EXHIBIT
                  F

              	
                FORM
                  OF MONTHLY REMITTANCE ADVICE 

              


      

      
        	
                EXHIBIT
                  G

              	
                FORM
                  OF ASSIGNMENT AND ASSUMPTION

              


      

      
        	
                EXHIBIT
                  H

              	
                UNDERWRITING
                  GUIDELINES

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      This
        is a
        Seller’s Warranties and Servicing Agreement for residential adjustable rate
        first lien mortgage loans, dated and effective as of September 1, 2002, and
        is
        executed between EMC Mortgage Corporation, as purchaser (the “Purchaser”),
        and
        Countrywide Home Loans, Inc., as seller and servicer (the “Company”).

       

      W I T N E S S E T H:

       

      WHEREAS,
        from time to time the Purchaser has agreed to purchase from the Company and
        from
        time to time the Company has agreed to sell to the Purchaser certain Mortgage
        Loans (excluding the right to service the Mortgage Loans which the Company
        expressly retains);

       

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

      WHEREAS,
        the Company has agreed to service, from time to time, certain of the Mortgage
        Loans acquired by the Purchaser in accordance with the terms and provisions
        of
        this Agreement; and

       

      WHEREAS,
        the Purchaser and the Company wish to prescribe the manner of purchase of
        the
        Mortgage Loans and the management, servicing and control of the Mortgage
        Loans
        which from time to time are subject to this Agreement.

       

       

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

       

      ARTICLE
        I


       

      DEFINITIONS

       

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

       

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

       

      Agency
        Transfer:
        The
        sale or transfer by Purchaser of some or all of the Mortgage Loans to Fannie
        Mae
        under its Cash Purchase Program or its MBS Swap Program (Special Servicing
        Option) or to Freddie Mac under its Freddie Mac Cash Program or Gold PC Program,
        retaining the Company as “servicer thereunder”.

       

      Agreement:
        This
        Seller’s Warranties and Servicing Agreement and all amendments hereof and
        supplements hereto.

       

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

       

      Appraised
        Value:
        The
        value set forth in an appraisal made in connection with the origination of
        the
        related Mortgage Loan as the value of the Mortgaged Property. 

       

      Approved
        Flood Certification Provider:
        Any
        provider acceptable to Fannie Mae and Freddie Mac.

       

      Assignment
        and Conveyance:
        An
        Assignment and Conveyance in the form of Exhibit
        6
        to the
        Mortgage Loan Purchase Agreement dated as of the date hereof, by and between
        the
        Seller and the Purchaser.

       

      Assignment
        of Mortgage:
        An
        assignment of the Mortgage, notice of transfer or equivalent instrument in
        recordable form, sufficient under the laws of the jurisdiction wherein the
        related Mortgaged Property is located to reflect the sale of the Mortgage
        to the
        Purchaser.

       

      BIF:
        The
        Bank Insurance Fund, or any successor thereto.

       

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

       

      Closing
        Date:
        The
        date set forth on the related Confirmation on which the Purchaser from time
        to
        time shall purchase and the Company from time to time shall sell, the Mortgage
        Loans listed on the related Mortgage Loan Schedule.

       

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

       

      Company:
        Countrywide Home Loans, Inc., or its successor in interest or assigns, or
        any
        successor to the Company under this Agreement appointed as herein
        provided.

       

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

       

      Confirmation:
        The
        trade confirmation letter between the parties hereto which relates to the
        Mortgage Loans on the related Closing Date.

       

      Convertible
        Mortgage Loan:
        Any
        individual Mortgage Loan purchased pursuant to this Agreement which contains
        a
        provision whereby the Mortgagor is permitted to convert the Mortgage Loan
        to a
        fixed-rate mortgage loan at any time between the first anniversary and the
        fifth
        anniversary of the origination of the mortgage loan.

       

      Custodial
        Account:
        The
        separate account or accounts created and maintained pursuant to Section
        4.04.

       

      Custodial
        Agreement:
        That
        certain Custodial Agreement, dated as of November 23,1999 by and between
        the
        Purchaser and Wells Fargo Bank Minnesota, N.A.

       

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

       

      Cut-off
        Date:
        The
        date set forth on the related Confirmation.

       

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

       

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

       

      Disqualified
        Organization:
        An
        organization defined as such in Section 860E(e) of the Code.

       

      Due
        Date:
        The day
        of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive
        of any days of grace. With respect to the Mortgage Loans for which payment
        from
        the Mortgagor is due on a day other than the first day of the month, such
        Mortgage Loans will be treated as if the Monthly Payment is due on the first
        day
        of the month of such Due Date.

       

      Due
        Period:
        With
        respect to each Remittance Date, the prior calendar month.

       

      Eligible
        Investments:
        Any one
        or more of the obligations and securities listed below which investment provides
        for a date of maturity not later than the Determination Date in each
        month:

       

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

       

      (ii)  federal
        funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company incorporated
        or organized under the laws of the United States of America or any state
        thereof
        and subject to supervision and examination by federal and/or state banking
        authorities, so long as at the time of such investment or contractual commitment
        providing for such investment the commercial paper or other short-term debt
        obligations of such depository institution or trust company (or, in the case
        of
        a depository institution or trust company which is the principal subsidiary
        of a
        holding company, the commercial paper or other short-term debt obligations
        of
        such holding company) are rated “P-1” by Moody’s Investors Service, Inc. and the
        long-term debt obligations of such holding company) are rated “P-1” by Moody’s
        Investors Service, Inc. and the long-term debt obligations of such depository
        institution or trust company (or, in the case of a depository institution
        or
        trust company which is the principal subsidiary of a holding company, the
        long-term debt obligations of such holding company) are rated at least “Aa” by
        Moody’s Investors Service, Inc.;

       

      (iii)  investments
        and securities otherwise acceptable to Fannie Mae and Freddie Mac.

       

      provided,
        however,
        that no
        such instrument shall be an Eligible Investment if such instrument evidences
        either (i) a right to receive only interest payments with respect to the
        obligations underlying such instrument, or (ii) both principal and interest
        payments derived from obligations underlying such instrument and the principal
        and interest payments with respect to such instrument provide a yield to
        maturity of greater than 120% of the yield to maturity at par of such underlying
        obligations.

       

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

       

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

       

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

       

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

       

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

       

      Fannie
        Mae Guides:
        The
        Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments
        or additions thereto.

       

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

       

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

       

      First
        Remittance Date:
        As
        stated in the related Mortgage Loan Purchase Agreement.

       

      5/1
        ARM Mortgage Loan:
        Any
        individual Mortgage Loan purchased pursuant to this Agreement which contains
        a
        provision whereby the interest rate on such Mortgage Loan is fixed for the
        first
        five (5) years of the term of the related Mortgage Loan and which thereafter
        is
        converted to a Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan except
        that
        the Periodic Rate Cap does not apply to the initial Interest Rate Adjustment
        Date for the related Mortgage Loan.

       

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

       

      GEMICO:
        General
        Electric Mortgage Insurance Corporation or any successor thereto.

       

      Gross
        Margin:
        With
        respect to each Mortgage Loan, the fixed percentage amount set forth on the
        related Mortgage Note, which amount is added to the Index in accordance with
        the
        terms of the related Mortgage Note to determine on each Interest Rate Adjustment
        Date, the Mortgage Interest Rate for such Mortgage Loan.

       

      Index:
        With
        respect to any individual Treasury Rate Mortgage Loan, and with respect to
        any
        individual 10/1 ARM Mortgage Loan, 5/1 ARM Mortgage Loan or 3/1 ARM Mortgage
        Loan commencing from and after the 120th Monthly Payment, sixtieth Monthly
        Payment, or the thirty-sixth Monthly Payment thereof, respectively, Index
        shall
        mean a rate per annum equal to the weekly average yield on U.S. Treasury
        securities adjusted to a constant maturity of one year as published by the
        Federal Reserve Board in statistical release No. H 15 (519) or any similar
        publication as available 45 days prior to the Interest Rate Adjustment Date.
        With respect to any individual LIBOR Mortgage Loan, Index shall mean a rate
        per
        annum equal to the average of interbank offered rates for twelve month U.S.
        dollar denominated deposits in the London market as determined as set forth
        in
        the related Mortgage Note. With respect to any individual CD Mortgage Loan,
        Index shall mean a rate per annum equal to the weekly average yield on
        certificates of deposit adjusted to a constant maturity of six months as
        published by the Federal Reserve Board in statistical release No. H 15 (519)
        or
        similar publication as available 45 days prior to the Interest Rate Adjustment
        Date.

       

      Initial
        Rate Cap:
        With
        respect to each Mortgage Loan and the initial Interest Rate Adjustment Date
        therefor, a number of percentage points per annum that is set forth in the
        related Mortgage Loan Schedule and in the related Mortgage Note, which is
        the
        maximum amount by which the Mortgage Interest Rate for such Mortgage Loan
        may
        increase or decrease from the Mortgage Interest Rate in effect immediately
        prior
        to such Interest Rate Adjustment Date.

       

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

       

      Interest
        Rate Adjustment Date:
        The
        date on which an adjustment to the Mortgage Interest Rate on a Mortgage Note
        becomes effective.

       

      LIBOR
        Mortgage Loan:
        Any
        individual Mortgage Loan purchased pursuant to this Agreement which contains
        a
        provision whereby the interest rate on such Mortgage Loan is adjusted annually
        based upon the rate per annum equal to the average of interbank offered rates
        for twelve month U.S. dollar denominated deposits in the London market as
        published in The Wall Street Journal.

       

      Lifetime
        Mortgage Interest Rate Cap:
        With respect to each Mortgage Loan, the absolute maximum Mortgage Interest
        Rate
        payable, above which the Mortgage Interest Rate cannot be adjusted. The Mortgage
        Interest Rate during the term of a Mortgage Loan shall not at any time exceed
        the Mortgage Interest Rate at the time of origination of such Mortgage Loan
        by
        more than 5% per

       

      Liquidation
        Proceeds:
        Cash
        received in connection with the liquidation of a defaulted Mortgage Loan,
        whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
        foreclosure sale or otherwise, or the sale of the related Mortgaged Property
        if
        the Mortgaged Property is acquired in satisfaction of the Mortgage
        Loan.

       

      Loan-to-Value
        Ratio or LTV:
        With
        respect to any Mortgage Loan, the ratio of the Stated Principal Balance of
        the
        Mortgage Loan as of the related Cut-off Date (unless otherwise indicated)
        to the
        lesser of (a) the Appraised Value of the Mortgaged Property and (b) if the
        Mortgage Loan was made to finance the acquisition of the related Mortgaged
        Property, the purchase price of the Mortgaged Property, expressed as a
        percentage.

       

      LPMI
        Loan: A
        Mortgage Loan with a LPMI Policy.

       

      LPMI
        Policy: A
        policy
        of primary mortgage guaranty insurance issued by another Qualified Insurer
        pursuant to which the related premium is to be paid by the Servicer of the
        related Mortgage Loan from payments of interest made by the Mortgagor in
        an
        amount as is set forth in the related Confirmation and related Mortgage Loan
        Schedule.

       

      LPMI
        Fee:
        With
        respect to each LPMI Loan, the portion of the Mortgage Interest Rate as set
        forth on the related Mortgage Loan Schedule (which shall be payable solely
        from
        the interest portion of Monthly Payments, Insurance Proceeds, Condemnation
        Proceeds or Liquidation Proceeds), which, during such period prior to the
        required cancellation of the LPMI Policy, shall be used to pay the premium
        due
        on the related LPMI Policy.

       

      MERS:
        Mortgage Electronic Registration Systems, Inc., a corporation organized and
        existing under the laws of the State of Delaware, or any successor
        thereto.

       

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

       

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

       

      MIN:
        The
        Mortgage Identification Number for any MERS Mortgage Loan.

       

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

       

      Monthly
        Payment:
        The
        scheduled monthly payment of principal and interest on a Mortgage
        Loan.

       

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

       

      Mortgage
        File:
        The
        items pertaining to a particular Mortgage Loan referred to in Exhibit
        B
        annexed
        hereto, and any additional documents required to be added to the Mortgage
        File
        pursuant to this Agreement.

       

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

       

      Mortgage
        Interest Rate:
        The
        annual rate at which Interest accrues on any Mortgage Loan as adjusted from
        time
        to time in accordance with the provisions of the related Mortgage Note and
        in
        compliance with the related Initial Rate Cap, Lifetime Mortgage Interest
        Rate
        Cap and Periodic Rate Cap, if any, of the related Mortgage Note.

       

      Mortgage
        Loan:
        An individual Convertible
        or Non-Convertible, Treasury Rate, LIBOR, 5/1 ARM, or 3/1 ARM Mortgage Loan
        which is the subject of this Agreement, each Mortgage Loan originally sold
        and
        subject to this Agreement being identified on the Mortgage Loan Schedule,
        which
        Mortgage Loan includes without limitation the Mortgage File, the Monthly
        Payments, Principal Prepayments, Liquidation Proceeds, condemnation proceeds,
        Insurance Proceeds, REO disposition proceeds, and all other rights, benefits,
        proceeds and obligations arising from or in connection with such Mortgage
        Loan.

       

      Mortgage
        Loan Documents:
        The
        documents listed in Exhibit
        C
        hereto.

       

      Mortgage
        Loan Package:
        A pool
        of Mortgage Loans sold to the Purchaser by the Company on a Closing Date.
        

       

      Mortgage
        Loan Remittance Rate:
        With
        respect to each Mortgage Loan, the annual rate of interest remitted to the
        Purchaser, which shall be equal to the Mortgage Interest Rate minus (i) the
        Servicing Fee Rate and (ii) with respect to LPMI Loans, the LPMI
        Fee.

       

      Mortgage
        Loan Schedule:
        With
        respect to each Mortgage Loan Package, a schedule of Mortgage Loans annexed
        hereto as Annex A, such schedule setting forth the following information
        with
        respect to each Mortgage Loan: (1) the Company’s Mortgage Loan identifying
        number; (2) the Mortgagor’s name; (3) the street address of the Mortgaged
        Property including the city, state and zip code; (4) a code indicating whether
        the Mortgaged Property is owner-occupied a second home, or an investment
        property; (5) the number and type of residential units constituting the
        Mortgaged Property; (6) the original months to maturity; (7) the Loan-to-Value
        Ratio at origination; (8) the Mortgage Interest Rate as of the Cut-off Date;
        (9)
        the date on which the initial Monthly Payment was due on the Mortgage Loan;
        (10)
        the stated maturity date; (11) the amount of the Monthly Payment as of the
        Cut-off Date; (12) the last payment date on which a payment was actually
        applied
        to the outstanding principal balance; (13) the original principal amount
        of the
        Mortgage Loan; (14) the principal balance of the Mortgage Loan as of the
        close
        of business on the Cut-off Date, after deduction of payments of principal
        due on
        or before the Cut-off Date whether or not collected; (15) a code indicating
        the
        purpose of the loan (i.e., purchase, rate and term refinance, equity take-out
        refinance); (16) a code indicating the documentation style (i.e. full,
        alternative or reduced); (17) the Interest Rate Adjustment Date; (18) the
        Gross
        Margin; (19) the lifetime maximum Mortgage Interest Rate under the terms
        of the
        Mortgage Note; (20) the date the Mortgage Loan was originated; (21) the Periodic
        Rate Cap; (22) a code indicating the company providing private mortgage
        insurance; (23) a code indicating if the Mortgage Loan is convertible; (24)
        the
        Servicing Fee Rate; (25) the LPMI Fee, if any; and (26) the Initial Rate
        Cap.
        With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule
        shall set forth the following information, as of the Cut-off Date: (1) the
        number of Mortgage Loans; (2) the current aggregate outstanding principal
        balance of the Mortgage Loans; (3) the weighted average Mortgage Interest
        Rate
        of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage
        Loans. The Mortgage Loan Schedule may consist of multiple reports that
        collectively set forth all of the required information. 

       

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

       

      Mortgaged
        Property:
        The
        real property securing repayment of the debt evidenced by a Mortgage
        Note.

       

      Mortgagor:
        The
        obligor on a Mortgage Note.

       

      Non-Convertible
        Mortgage Loan:
        Any
        individual Mortgage Loan purchased pursuant to this Agreement which does
        not
        contain a provision whereby the Mortgagor may convert the Mortgage Loan to
        a
        fixed-rate mortgage loan.

       

      Officer’s
        Certificate:
        A
        certificate signed by the Chairman of the Board or the Vice Chairman of the
        Board or the President or a Vice President or an assistant Vice President
        and by
        the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
        Secretaries of the Company, and delivered to the Purchaser as required by
        this
        Agreement.

       

      Opinion
        of Counsel:
        A
        written opinion of counsel, who may be an employee of the Company, reasonably
        acceptable to the Purchaser, provided that any Opinion of Counsel relating
        to
        compliance with the REMIC Provisions, must be an opinion of counsel who (i)
        is
        in fact independent of the Company and any master servicer of the Mortgage
        Loans, (ii) does not have any material direct or indirect financial interest
        in
        the Company or any master servicer of the Mortgage Loans or in an affiliate
        of
        either and (iii) is not connected with the Company or any master servicer
        of the
        Mortgage Loans as an officer, employee, director or person performing similar
        functions.

       

      Pass-Through
        Transfer:
        The
        sale or transfer of some or all of the Mortgage Loans to a trust to be formed
        as
        part of a publicly-issued and/or privately placed, rated or unrated, mortgage
        pass-through transaction, retaining the Company as “servicer” (with or without a
        master servicer) thereunder. 

       

      Periodic
        Rate Cap:
        With respect to each Mortgage Loan, the provision of each Mortgage Note which
        provides for an absolute maximum amount by which the Mortgage Interest Rate
        therein may increase or decrease on an Interest Rate Adjustment Date above
        the
        Mortgage Interest Rate previously in effect, equal to the rate set forth
        on the
        Mortgage Loan Schedule per adjustment. 

       

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

       

      PMI:
        PMI
        Mortgage Insurance Co., or any successor thereto.

       

      PMI
        Policy:
        A
        policy of primary mortgage guaranty insurance issued by a Qualified Insurer,
        as
        required by this Agreement with respect to certain Mortgage Loans.

       

      Pool
        Insurer:
        Any of
        GEMICO, PMI or UGI.

       

      Prepayment
        Interest Shortfall Amount:
        With
        respect to any Mortgage Loan that was subject to a Principal Prepayment in
        full
        or in part during any Due Period, which Principal Prepayment was applied
        to such
        Mortgage Loan prior to such Mortgage Loan’s Due Date in such Due Period, the
        amount of interest (net the related Servicing Fee) that would have accrued
        on
        the amount of such Principal Prepayment during the period commencing on the
        date
        as of which such Principal Prepayment was applied to such Mortgage Loan and
        ending on the day immediately preceding such Due Date, inclusive.

       

      Prime
        Rate:
        The
        prime rate announced to be in effect from time to time, as published as the
        average rate in the “Money Rates” section of The Wall Street Journal.

       

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

       

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

       

      Purchaser:
        EMC
        Mortgage Corporation or its successor in interest or any successor to the
        Purchaser under this Agreement as herein provided.

       

      Qualified
        Depository:
        A
        depository the accounts of which are insured by the FDIC through the BIF
        or the
        SAIF or the debt obligations of which are rated AA (or the equivalent rating
        category) or better by national recognized statistical rating
        organization.

       

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

       

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

       

      Rating
        Agency:
        Any of
        Fitch, Moody’s or Standard & Poor’s or their respective successors designed
        by the Purchaser.

       

      Reconstitution
        Agreements:
        The
        agreement or agreements entered into by the Purchaser, the Company, Fannie
        Mae
        or Freddie Mac or certain third parties on the Reconstitution Date(s) with
        respect to any or all of the Mortgage Loans serviced hereunder, in connection
        with a Pass-Through Transfer or an Agency Transfer as set forth in Section
        7.01,
        including, but not limited to, (i) a Fannie Mae Mortgage Selling and Servicing
        Contract, a Pool Purchase Contract, and any and all servicing agreements
        and
        tri-party agreements reasonably required by Fannie Mae with respect to a
        Fannie
        Mae Transfer, (ii) a Purchase Contract and all purchase documents associated
        therewith as set forth in the Freddie Mac Sellers’ & Servicers’ Guide, and
        any and all servicing agreements and tri-party agreements reasonably required
        by
        Freddie Mac with respect to a Freddie Mac Transfer, and (iii) a Pooling and
        Servicing Agreement and/or a subservicing/master servicing agreement and
        related
        custodial/trust agreement and related documents with respect to a Pass-Through
        Transfer. Such agreement or agreements shall prescribe the rights and
        obligations of the Company in servicing the related Mortgage Loans and shall
        provide for servicing compensation to the Company (calculated on a weighted
        average basis for all the related Mortgage Loans as of the Reconstitution
        Date),
        net of any guarantee fees due Fannie Mae or Freddie Mac, if applicable, at
        least
        equal to the Servicing Fee due the Company in accordance with this Agreement
        or
        the servicing fee required pursuant to the Reconstitution Agreement. The
        form of
        relevant Reconstitution Agreement to be entered into by the Purchaser and/or
        master servicer or trustee and the Company with respect to Pass-Through
        Transfers shall be reasonably satisfactory in form and substance to the
        Purchaser and the Company, shall not material increase the Company’s obligations
        or diminish the Company’s rights hereunder and the representations and
        warranties and servicing provisions contained therein shall be substantially
        similar to those contained in this Agreement, unless otherwise mutually agreed
        by the parties.

       

      Reconstitution
        Date:
        The
        date or dates on which any or all of the Mortgage Loans serviced under this
        Agreement shall be removed from this Agreement and reconstituted as part
        of an
        Agency Transfer or a Pass-Through Transfer pursuant to Section 7.01 hereof.
        On
        such date or dates, the Mortgage Loans transferred shall cease to be covered
        by
        this Agreement and the Company’s servicing responsibilities shall cease under
        this Agreement with respect to the related transferred Mortgage
        Loans.

       

      Record
        Date:
        The
        close of business of the last Business Day of the month preceding the month
        of
        the related Remittance Date.

       

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

       

      REMIC
        Documents:
        The
        document or documents creating and governing the administration of a
        REMIC.

       

      REMIC
        Eligible Mortgage Loan:
        A
        Mortgage Loan held by a REMIC which satisfies and/or complies with all
        applicable REMIC Provisions.

       

      REMIC
        Provisions:
        Provisions of the federal income tax law relating to a REMIC, which appear
        at
        Section 860A through 86OG of Subchapter M of Chapter 1, Subtitle A of the
        Code,
        and related provisions, and regulations, rulings or pronouncements promulgated
        thereunder, as the foregoing may be in effect from time to time.

       

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

       

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

       

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

       

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

       

      Repurchase
        Price:
        With
        respect to any Mortgage Loan, a price equal to (i) the Stated Principal Balance
        of the Mortgage Loan plus (ii) interest on such Stated Principal Balance
        at the
        Mortgage Loan Remittance Rate from the date on which interest has last been
        paid
        and distributed to the Purchaser to the date of repurchase, less amounts
        received or advanced in respect of such repurchased Mortgage Loan which are
        being held in the Custodial Account for distribution in the month of
        repurchase.

       

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

       

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

       

      Servicing
        Advances:
        All
        customary, reasonable and necessary “out of pocket” costs and expenses other
        than Monthly Advances (including reasonable attorneys’ fees and disbursements)
        incurred in the performance by the Company of its servicing obligations,
        including, but not limited to, the cost of (a) the preservation, restoration
        and
        protection of the Mortgaged Property, (b) any enforcement or judicial
        proceedings, including without limitation, foreclosures, (c) the management
        and
        liquidation of any REO Property and (d) compliance with the obligations under
        Section 4.08.

       

      Servicing
        Fee:
        With
        respect to each Mortgage Loan, the amount of the annual fee the Purchaser
        shall
        pay to the Company, which shall, for a period of one full month, be equal
        to
        one-twelfth of the product of (a) the Servicing Fee Rate and (b) the outstanding
        principal balance of such Mortgage Loan. Such fee shall be payable monthly,
        computed on the basis of the same principal amount and period respecting
        which
        any related interest payment on a Mortgage Loan is computed. The obligation
        of
        the Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee
        is
        payable solely from, the interest portion (including recoveries with respect
        to
        interest from Liquidation Proceeds, to the extent permitted by Section 4.05)
        of
        such Monthly Payment collected by the Company, or as otherwise provided under
        Section 4.05.

       

      Servicing
        Fee Rate:
        0.25%
        per annum with respect to the period prior to the initial Interest Adjustment
        Date and, for the 5/1 7/1 and 10/1 ARM Loans 0.375% thereafter.

       

      Servicing
        File:
        With
        respect to each Mortgage Loan, the file retained by the Company consisting
        of
        originals of all documents in the Mortgage File which are not delivered to
        the
        Custodian and copies of the Mortgage Loan Documents listed in Exhibit
        B
        the
        originals of which are delivered to the Custodian pursuant to Section
        2.01.

       

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

       

      7/1
        ARM Mortgage Loan:
        Any
        individual Mortgage Loan purchased pursuant to this Agreement which contains
        a
        provision whereby the interest rate on such Mortgage Loan is fixed for the
        first
        seven (7) years of the term of the related Mortgage Loan and which thereafter
        is
        converted to a Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan except
        that
        the Periodic Rate Cap does not apply to the initial Interest Rate Adjustment
        Date for the related Mortgage Loan.

       

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

       

      Subservicer:
        Any
        Subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing
        Agreement. Any subservicer shall meet the qualifications set forth in Section
        4.01.

       

      Subservicing
        Agreement:
        An
        agreement between the Company and a Subservicer for the servicing of the
        Mortgage Loans. 

       

      10/1
        ARM Mortgage Loan:
        Any
        individual Mortgage Loan purchased pursuant to this Agreement which contains
        a
        provision whereby the interest rate on such Mortgage Loan is fixed for the
        first
        ten (10) years of the term of the related Mortgage Loan and which thereafter
        is
        converted to a Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan except
        that
        the Periodic Rate Cap does not apply to the initial Interest Rate Adjustment
        Date for the related Mortgage Loan.

       

      3/1
        ARM Mortgage Loan:
        Any individual Mortgage Loan purchased pursuant to this Agreement which contains
        a provision whereby the interest rate on such Mortgage Loan is fixed for
        the
        first three (3) years of the term of the related Mortgage Loan and which
        thereafter is converted to a Treasury Rate Mortgage Loan or a LIBOR Mortgage
        Loan.

       

      Treasury
        Rate Mortgage Loan:
        Any
        individual Mortgage Loan purchased pursuant to this Agreement which contains
        a
        provision whereby the interest rate on such Mortgage Loan is adjusted based
        upon
        the weekly average yield on U.S. Treasury securities.

       

      Underwriting
        Guidelines:
        The
        underwriting guidelines of the Company with respect to mortgage loans similar
        to
        the Mortgage Loans, attached hereto as Exhibit
        H.
        

       

      UGI:
        United
        Guaranty Residential Insurance Company or any successor thereto.

       

      ARTICLE
        II


       

      CONVEYANCE
        OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;

      BOOKS
        AND RECORDS; DELIVERY OF DOCUMENTS

       

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

              


      

       

      The
        Company, on each Closing Date, does hereby sell, transfer, assign, set over
        and
        convey to the Purchaser, without recourse, but subject to the terms of this
        Agreement, all the right, title and interest of the Company in and to the
        Mortgage Loans in the related Mortgage Loan Package, excluding the right
        to
        service the Mortgage Loans which the Company expressly retains. Pursuant
        to
        Section 2.03, the Company has delivered the Mortgage Loan Documents for each
        Mortgage Loan in the Mortgage Loan Package to the Custodian.

       

      The
        contents of each Mortgage File not delivered to the Custodian are and shall
        be
        held in trust by the Company for the benefit of the Purchaser as the owner
        thereof. The Company shall maintain a Servicing File consisting of a copy
        of the
        contents of each Mortgage File and the originals of the documents in each
        Mortgage File not delivered to the Custodian. The possession of each Servicing
        File by the Company is at the will of the Purchaser for the sole purpose
        of
        servicing the related Mortgage Loan, and such retention and possession by
        the
        Company is in a custodial capacity only. Upon the sale of the Mortgage Loans
        the
        ownership of each Mortgage Note, the related Mortgage and the related Mortgage
        File and Servicing File shall vest immediately in the Purchaser, and the
        ownership of all records and documents with respect to the related Mortgage
        Loan
        prepared by or which come into the possession of the Company shall vest
        immediately in the Purchaser and shall be retained and maintained by the
        Company, in trust, at the will of the Purchaser and only in such custodial
        capacity. Each Servicing File shall be segregated from the other books and
        records of the Company and shall be marked appropriately to reflect clearly
        the
        sale of the related Mortgage Loan to the Purchaser. The Company shall release
        its custody of the contents of any Servicing File only in accordance with
        written instructions from the Purchaser, unless such release is required
        as
        incidental to the Company’s servicing of the Mortgage Loans or is in connection
        with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.05, 3.07,
        or
        6.02.

       

      
        	Section
                2.02  	
                Books
                  and Records; Transfers of Mortgage Loans.

              


      

       

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

       

      The
        sale
        of each Mortgage Loan in a Mortgage Loan Package shall be reflected on the
        Company’s balance sheet and other financial statements as a sale of assets by
        the Company. The Company shall be responsible for maintaining, and shall
        maintain, a complete set of books and records for each Mortgage Loan which
        shall
        be marked clearly to reflect the ownership of each Mortgage Loan by the
        Purchaser. In particular, the Company shall maintain in its possession,
        available for inspection by the Purchaser, or its designee and shall deliver
        to
        the Purchaser upon demand, evidence of compliance with all federal, state
        and
        local laws, rules and regulations, and requirements of Fannie Mae or Freddie
        Mac, including but not limited to documentation as to the method used in
        determining the applicability of the provisions of the Flood Disaster Protection
        Act of 1973, as amended, to the Mortgaged Property, documentation evidencing
        insurance coverage and eligibility of any condominium project for approval
        by
        Fannie Mae and periodic inspection reports as required by Section 4.13. To
        the
        extent that original documents are not required for purposes of realization
        of
        Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company
        may be in the form of microfilm or microfiche or such other reliable means
        of
        recreating original documents, including but not limited to, optical imagery
        techniques so long as the Company complies with the requirements of the Fannie
        Mae Selling and Servicing Guide, as amended from time to time.

       

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

       

      The
        Company shall keep at its servicing office books and records in which, subject
        to such reasonable regulations as it may prescribe, the Company shall note
        transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless
        such transfer is in compliance with the terms hereof. For the purposes of
        this
        Agreement, the Company shall be under no obligation to deal with any person
        with
        respect to this agreement or the Mortgage Loans unless the books and records
        show such person as the owner of the Mortgage Loan. The Purchaser may, subject
        to the terms of this Agreement, sell and transfer one or more of the Mortgage
        Loans, provided,
        however,
        that
        (i) the transferee will not be deemed to be a Purchaser hereunder binding
        upon
        the Company unless such transferee shall agree in writing to be bound by
        the
        terms of this Agreement and an original counterpart of the instrument of
        transfer and an assignment and assumption of this Agreement in the form of
        Exhibit
        G
        hereto
        executed by the transferee shall have been delivered to the Company, and
        (ii)
        with respect to each Mortgage Loan Package, in no event shall there be more
        than
        five Persons at any given time having the status of “Purchaser” hereunder. The
        Purchaser also shall advise the Company of the transfer. Upon receipt of
        notice
        of the transfer, the Company shall mark its books and records to reflect
        the
        ownership of the Mortgage Loans of such assignee, and shall release the previous
        Purchaser from its obligations hereunder with respect to the Mortgage Loans
        sold
        or transferred. Purchaser shall not to transfer to any assignee any pool
        of
        Mortgage Loans with a aggregate outstanding principal balance of less than
        $10,000,000 without the consent of the Company; provided, however, if the
        Company fails to consent to the transfer of a pool of Mortgage Loans as
        contemplated in this sentence, Purchaser shall have the right to purchase
        the
        servicing rights associated with such Mortgage Loans at a price to mutually
        agreed to by Purchaser and Company, exercising good faith.

       

      
        	Section
                2.03  	
                 Delivery
                  of Documents.

              


      

       

      On
        or
        before the date which is agreed upon by the Purchaser and the Company in
        the
        related Confirmation, the Company shall deliver and release to the Custodian
        those Mortgage Loan Documents as required by this Agreement with respect
        to each
        Mortgage Loan in the related Mortgage Loan Package a list of which is attached
        to the related Assignment and Conveyance.

       

      On
        or
        prior to the related Closing Date, the Custodian shall certify its receipt
        of
        all such Mortgage Loan Documents required to be delivered pursuant to the
        Custodial Agreement, as evidenced by the Initial Certification of the Custodian
        in the form annexed to the Custodial Agreement. The Company shall be responsible
        for maintaining the Custodial Agreement for the benefit of the Purchaser.
        Purchaser shall pay all fees and expenses of the Custodian.

       

      The
        Company shall forward to the Custodian original documents evidencing an
        assumption, modification, consolidation or extension of any Mortgage Loan
        entered into in accordance with Section 4.01 or 6.01 within one week of their
        execution, provided, however, that the Company shall provide the Custodian
        with
        a certified true copy of any such document submitted for recordation within
        one
        week of its execution, and shall provide the original of any document submitted
        for recordation or a copy of such document certified by the appropriate public
        recording office to be a true and complete copy of the original within 180
        days
        of its submission for recordation.

       

      In
        the
        event an Officer’s Certificate of the Company is delivered to the Custodian
        because of a delay caused by the public recording office in returning any
        recorded document, the Company shall deliver to the Custodian, within 180
        days
        of the related Closing Date, an Officer’s Certificate which shall (i) identify
        the recorded document, (ii) state that the recorded document has not been
        delivered to the Custodian due solely to a delay caused by the public recording
        office, (iii) state the amount of time generally required by the applicable
        recording office to record and return a document submitted for recordation,
        and
        (iv) specify the date the applicable recorded document will be delivered
        to the
        Custodian. The Company shall be required to deliver to the Custodian the
        applicable recorded document by the date specified in (iv) above. An extension
        of the date specified in (iv) above may be requested from the Purchaser,
        which
        consent shall not be unreasonably withheld.

       

      On
        or
        prior to the date which is three Business Days prior to the related Closing
        Date, the Company shall deliver to the Purchaser the related Mortgage Loan
        Schedule.

       

      ARTICLE
        III


       

      REPRESENTATIONS
        AND WARRANTIES;

      REMEDIES
        AND BREACH

       

      
        	Section
                3.01  	
                Company
                  Representations and Warranties.

              


      

       

      The
        Company represents and warrants to the Purchaser that as of each Closing
        Date:

       

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

       

      (b)  Ordinary
        Course of Business.
        The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Company, and the transfer, assignment
        and
        conveyance of the Mortgage Notes and the Mortgages by the Company pursuant
        to
        this Agreement are not subject to the bulk transfer or any similar statutory
        provisions in effect in any applicable jurisdiction;

       

      (c)  No
        Conflicts.
        Neither
        the execution and delivery of this Agreement, the acquisition of the Mortgage
        Loans by the Company, the sale of the Mortgage Loans to the Purchaser or
        the
        transactions contemplated hereby, nor the fulfillment of or compliance with
        the
        terms and conditions of this Agreement, will conflict with or result in a
        breach
        of any of the terms, conditions or provisions of the Company’s charter or
        by-laws or any legal restriction or any agreement or instrument to which
        the
        Company is now a party or by which it is bound, or constitute a default or
        result in an acceleration under any of the foregoing, or result in the violation
        of any law, rule, regulation, order, judgment or decree to which the Company
        or
        its property is subject, or impair the ability of the Purchaser to realize
        on
        the Mortgage Loans, or impair the value of the Mortgage Loans;

       

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

       

      (e)  Reasonable
        Servicing Fee.
        The
        Company acknowledges and agrees that the Servicing Fee, as calculated at
        the
        Servicing Fee Rate, represents reasonable compensation for performing such
        services and that the entire Servicing Fee shall be treated by the Company,
        for
        accounting and tax purposes, as compensation for the servicing and
        administration of the Mortgage Loans pursuant to this Agreement.

       

      (f)  Ability
        to Perform.
        The
        Company does not believe, nor does it have any reason or cause to believe,
        that
        it cannot perform each and every covenant contained in this Agreement. The
        Company is solvent and the sale of the Mortgage Loans is not undertaken to
        hinder, delay or defraud any of the Company’s creditors;

       

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

       

      (h)  No
        Consent Required.
        No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Company
        of
        or compliance by the Company with this Agreement or the sale of the Mortgage
        Loans as evidenced by the consummation of the transactions contemplated by
        this
        Agreement, or if required, such approval has been obtained prior to the related
        Closing Date;

       

      (i)  Selection
        Process.
        The
        Mortgage Loans were selected from among the adjustable rate one- to four-family
        mortgage loans in the Company’s portfolio at the related Closing Date as to
        which the representations and warranties set forth in Section 3.02 could
        be made
        and such selection was not made in a manner so as to affect adversely the
        interests of the Purchaser;

       

      (j)  Pool
        Characteristics.
        With
        respect to each Mortgage Loan Package, the Mortgage Loan characteristics
        set
        forth on Exhibit 2 to the related Assignment and Conveyance are true and
        complete.

       

      (k)  No
        Untrue Information.
        Neither
        this Agreement nor any statement, report or other document furnished or to
        be
        furnished pursuant to this Agreement or in connection with the transactions
        contemplated hereby contains any untrue statement of fact or omits to state
        a
        fact necessary to make the statements contained therein not
        misleading;

       

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

       

      (m)  Financial
        Statements.
        There
        has been no change in the business, operations, financial condition, properties
        or assets of the Company since the date of the Company’s most recent financial
        statements that would have a material adverse effect on its ability to perform
        its obligations under this Agreement;

       

      (n)  No
        Brokers’ Fees.
        The
        Company has not dealt with any broker, investment banker, agent or other
        person
        that may be entitled to any commission or compensation in connection with
        the
        sale of the Mortgage Loans;

       

      (o)  Origination.
        The
        Company’s decision to originate any mortgage loan or to deny any mortgage loan
        application is an independent decision based upon Company’s Underwriting
        Guidelines, and is in no way made as a result of Purchaser’s decision to
        purchase, or not to purchase, or the price Purchaser may offer to pay for,
        any
        such mortgage loan, if originated; and

       

      (p)  MERS.
        The
        Company is a member of MERS in good standing, and will comply in all material
        respects with the rules and procedures of MERS in connection with the servicing
        of the MERS Mortgage Loans for as long as such Mortgage Loans are registered
        with MERS;

       

      
        	Section
                3.02  	
                Representations
                  and Warranties Regarding Individual Mortgage Loans.

              


      

       

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

       

      (a)  Mortgage
        Loans as Described.
        The
        information set forth in each Mortgage Loan Schedule is complete, true and
        correct in all material respects;

       

      (b)  Payments
        Current.
        All
        payments required to be made up to the related Closing Date for the Mortgage
        Loan under the terms of the Mortgage Note have been made and credited. No
        payment required under the Mortgage Loan has been more than 30 days delinquent
        at any time in the twelve months prior to the related Closing Date. The first
        Monthly Payment shall be made with respect to the Mortgage Loan on its Due
        Date
        or within the grace period, all in accordance with the terms of the related
        Mortgage Note;

       

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

       

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

       

      (e)  No
        Defenses.
        The
        Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
        or defense, including without limitation the defense of usury, nor will the
        operation of any of the terms of the Mortgage Note or the Mortgage, or the
        exercise of any right thereunder, render either the Mortgage Note or the
        Mortgage unenforceable, in whole or in part, or subject to any right of
        rescission, set-off, counterclaim or defense, including without limitation
        the
        defense of usury, and no such right of rescission, set-off, counterclaim
        or
        defense has been asserted with respect thereto, and no Mortgagor was a debtor
        in
        any state or federal bankruptcy or insolvency proceeding at the time the
        Mortgage Loan was originated;

       

      (f)  Hazard
        Insurance.
        Pursuant to the terms of the Mortgage, all buildings or other improvements
        upon
        the Mortgaged Property are insured by a generally acceptable insurer against
        loss by fire, hazards of extended coverage and such other hazards as are
        customary in the area where the Mortgaged Property is located pursuant to
        insurance policies conforming to the requirements of Section 4.10. If upon
        origination of the Mortgage Loan, the Mortgaged Property was in an area
        identified in the Federal Register by the Federal Emergency Management Agency
        as
        having special flood hazards (and such flood insurance has been made available)
        a flood insurance policy meeting the requirements of the current guidelines
        of
        the Federal Flood Insurance Administration is in effect which policy conforms
        to
        the requirements of Section 4.10. All individual insurance policies contain
        a
        standard mortgagee clause naming the Company and its successors and assigns
        as
        mortgagee, and all premiums thereon have been paid. The Mortgage obligates
        the
        Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor’s
        cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder
        of the Mortgage to obtain and maintain such insurance at such Mortgagor’s cost
        and expense, and to seek reimbursement therefor from the Mortgagor. Where
        required by state law or regulation, the Mortgagor has been given an opportunity
        to choose the carrier of the required hazard insurance, provided the policy
        is
        not a “master” or “blanket” hazard insurance policy covering the common
        facilities of a planned unit development. The hazard insurance policy is
        the
        valid and binding obligation of the insurer, is in full force and effect,
        and
        will be in full force and effect and inure to the benefit of the Purchaser
        upon
        the consummation of the transactions contemplated by this Agreement. The
        Company
        has not engaged in, and has no knowledge of the Mortgagor’s or any Subservicer’s
        having engaged in, any act or omission which would impair the coverage of
        any
        such policy, the benefits of the endorsement provided for herein, or the
        validity and binding effect of either, including without limitation, no unlawful
        fee, unlawful commission, unlawful kickback or other unlawful compensation
        or
        value of any kind has been or will be received, retained or realized by any
        attorney, firm or other person or entity, and no such unlawful items have
        been
        received, retained or realized by the Company;

       

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

       

      (h)  No
        Satisfaction of Mortgage.
        The
        Mortgage has not been satisfied, canceled, subordinated or rescinded, in
        whole
        or in part, and the Mortgaged Property has not been released from the lien
        of
        the Mortgage, in whole or in part, nor has any instrument been executed that
        would effect any such release, cancellation, subordination or rescission.
        The
        Company has not waived the performance by the Mortgagor of any action, if
        the
        Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
        in default, nor has the Company waived any default resulting from any action
        or
        inaction by the Mortgagor;

       

      (i)  Location
        and Type of Mortgaged Property.
        The
        Mortgaged Property is a fee simple property located in the state identified
        in
        the related Mortgage Loan Schedule and consists of a parcel of real property
        with a detached single family residence erected thereon, or an individual
        condominium unit in a low-rise condominium project, or an individual unit
        in a
        planned unit development, provided, however, that any condominium project
        or
        planned unit development shall conform with the Company’s Underwriting
        Guidelines regarding such dwellings, and no residence or dwelling is a mobile
        home or a manufactured dwelling. No portion of the Mortgaged Property is
        used
        for commercial purposes; 

       

      (j)  Valid
        First Lien.
        The
        Mortgage is a valid, subsisting, enforceable and perfected first lien on
        the
        Mortgaged Property, including all buildings and improvements on the Mortgaged
        Property, and all additions, alterations and replacements made at any time
        with
        respect to the foregoing. The lien of the Mortgage is subject only
        to:

       

      (1)  the
        lien
        of current real property taxes and assessments not yet due and
        payable;

       

      (2)  covenants,
        conditions and restrictions, rights of way, easements and other matters of
        the
        public record as of the date of recording acceptable to mortgage lending
        institutions generally and specifically referred to in the lender’s title
        insurance policy delivered to the originator of the Mortgage Loan and (i)
        referred to or to otherwise considered in the appraisal made for the originator
        of the Mortgage Loan or (ii) which do not adversely affect the Appraised
        Value
        of the Mortgaged Property set forth in such appraisal; and

       

      (3)  other
        matters to which like properties are commonly subject which do not materially
        interfere with the benefits of the security intended to be provided by the
        mortgage or the use, enjoyment, value or marketability of the related Mortgaged
        Property.

       

      Any
        security agreement, chattel mortgage or equivalent document related to and
        delivered in connection with the Mortgage Loan establishes and creates a
        valid,
        subsisting and enforceable first lien and first priority security interest
        on
        the property described therein and the Company has full right to sell and
        assign
        the same to the Purchaser. The Mortgaged Property was not, as of the date
        of
        origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed
        to
        secured debt or other security instrument creating a lien subordinate to
        the
        lien of the Mortgage;

       

      (k)  Validity
        of Mortgage Documents.
        The
        Mortgage Note and the Mortgage are genuine, and each is the legal, valid
        and
        binding obligation of the maker thereof enforceable in accordance with its
        terms. All parties to the Mortgage Note and the Mortgage and any other related
        agreement had legal capacity to enter into the Mortgage Loan and to execute
        and
        deliver the Mortgage Note and the Mortgage and any other related agreement,
        and
        the Mortgage Note and the Mortgage have been duly and properly executed by
        such
        parties. No fraud was committed by the Company, or to the Company's knowledge
        by
        any other person including the Mortgagor, in connection with the origination
        or
        servicing of the Mortgage Loan. The Company has reviewed all of the documents
        constituting the Servicing File and has made such inquiries as it deems
        necessary to make and confirm the accuracy of the representations set forth
        herein; 

       

      (l)  Full
        Disbursement of Proceeds.
        The
        Mortgage Loan has been closed and the proceeds of the Mortgage Loan have
        been
        fully disbursed and there is no requirement for future advances thereunder,
        and
        any and all requirements as to completion of any on-site or off-site improvement
        and as to disbursements of any escrow funds therefor have been complied with.
        All costs, fees and expenses incurred in making or closing the Mortgage Loan
        and
        the recording of the Mortgage were paid, and the Mortgagor is not entitled
        to
        any refund of any amounts paid or due under the Mortgage Note or
        Mortgage;

       

      (m)  Ownership.
        The
        Company is the sole owner of record and holder of the Mortgage Loan. The
        Mortgage Loan is not assigned or pledged, and the Company has good and
        marketable title thereto, and has full right to transfer and sell the Mortgage
        Loan therein to the Purchaser free and clear of any encumbrance, equity,
        participation interest, lien, pledge, charge, claim or security interest,
        and
        has full right and authority subject to no interest or participation of,
        or
        agreement with, any other party, to sell and assign each Mortgage Loan pursuant
        to this Agreement;

       

      (n)  Doing
        Business.
        All
        parties which have had any interest in the Mortgage Loan, whether as mortgagee,
        assignee, pledgee or otherwise, are (or, during the period in which they
        held
        and disposed of such interest, were) (1) in compliance with any and all
        applicable licensing requirements of the laws of the state wherein the Mortgaged
        Property is located, and (2) organized under the laws of such state, or (3)
        qualified to do business in such state, or (4) federal savings and loan
        associations or national banks having principal offices in such state, or
        (5)
        not doing business in such state;

       

      (o)  LTV,
        PMI Policy.
        Any
        Mortgage Loan with an LTV over 80% has a PMI Policy insuring, as to payment
        defaults, the excess LTV over 71% (or such other percentage as stated in
        the
        related Confirmation) of the Appraised Value until the LTV of such Mortgage
        Loan
        is reduced to 80%. All provisions of such PMI Policy have been and are being
        complied with, such policy is in full force and effect, and all premiums
        due
        thereunder have been paid. No action, inaction, or event has occurred and
        no
        state of facts exists that has, or will result in the exclusion from, denial
        of,
        or defense to coverage. Any Mortgage Loan subject to a PMI Policy obligates
        the
        Mortgagor thereunder to maintain the PMI Policy and to pay all premiums and
        charges in connection therewith; provided, that, with respect to LPMI Loans,
        the
        Company is obligated thereunder to maintain the LPMI Policy and to pay all
        premiums and charges in connection therewith. The Mortgage Interest Rate
        for the
        Mortgage Loan as set forth on the Mortgage Loan Schedule is net of any insurance
        premium excluded any premium for the LPMI Policy;

       

      (p)  Title
        Insurance.
        The
        Mortgage Loan is covered by either (i) an attorney’s opinion of title and
        abstract of title the form and substance of which is acceptable to mortgage
        lending institutions making mortgage loans in the area where the Mortgaged
        Property is located or (ii) an ALTA lender’s title insurance policy or other
        generally acceptable form of policy of insurance acceptable to Fannie Mae
        or
        Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
        Mac
        and qualified to do business in the jurisdiction where the Mortgaged Property
        is
        located, insuring the Company, its successors and assigns, as to the first
        priority lien of the Mortgage in the original principal amount of the Mortgage
        Loan (or to the extent that a Mortgage Note provides for negative amortization,
        the maximum amount of negative amortization in accordance with the Mortgage),
        and against any loss by reason of the invalidity or unenforceability of the
        lien
        resulting from the provisions of the Mortgage providing for adjustment in
        the
        Mortgage Interest Rate and Monthly Payment, subject only to the exceptions
        contained in clauses (1), (2) and (3) of paragraph (j) of this Section 3.02.
        Where required by state law or regulation, the Mortgagor has been given the
        opportunity to choose the carrier of the required mortgage title insurance.
        Additionally, such lender’s title insurance policy affirmatively insures ingress
        and egress, and against encroachments by or upon the Mortgaged Property or
        any
        interest therein. The Company is the sole insured of such lender’s title
        insurance policy, and such lender’s title insurance policy is in full force and
        effect and will be in force and effect upon the consummation of the transactions
        contemplated by this Agreement. No claims have been made under such lender’s
        title insurance policy, and no prior holder of the Mortgage, including the
        Company, has done, by act or omission, anything which would impair the coverage
        of such lender’s title insurance policy including without limitation, no
        unlawful fee, commission, kickback or other unlawful compensation or value
        of
        any kind has been or will be received, retained or realized by any attorney,
        firm or other person or entity, and no such unlawful items have been received,
        retained or realized by the Company;

       

      (q)  No
        Defaults.
        There
        is no default, breach, violation or event of acceleration existing under
        the
        Mortgage or the Mortgage Note and no event which, with the passage of time
        or
        with notice and the expiration of any grace or cure period, would constitute
        a
        default, breach, violation or event of acceleration, and neither the Company
        nor
        its predecessors have waived any default, breach, violation or event of
        acceleration;

       

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

       

      (s)  Location
        of Improvements; No Encroachments.
        All
        improvements which were considered in determining the Appraised Value of
        the
        Mortgaged Property lay wholly within the boundaries and building restriction
        lines of the Mortgaged Property and no improvements on adjoining properties
        encroach upon the Mortgaged Property. No improvement located on or being
        part of
        the Mortgaged Property is in violation of any applicable zoning law or
        regulation;

       

      (t)  Origination;
        Payment Terms.
        The
        Mortgage Loan was originated by either i) the Company, which is a FNMA-approved,
        FHLMC-approved and HUD-approved mortgage banker, or ii) an entity that is
        a
        FNMA-approved, FHLMC-approved and HUD-approved mortgage banker, or a savings
        and
        loan association, a savings bank, a commercial bank or similar banking
        institution which is supervised and examined by a Federal or state authority.
        The interest rate on the related Mortgage Note is adjusted annually in the
        case
        of Treasury Rate Mortgage Loans and LIBOR Mortgage Loans on each Interest
        Rate
        Adjustment Date to equal the Index plus the Gross Margin, subject to the
        Initial
        Rate Cap, Periodic Rate Cap and the Lifetime Mortgage Interest Rate Cap as
        set
        forth in the Mortgage Note. The Mortgage Interest Rate for a 5/1 ARM Mortgage
        Loan and a 3/1 ARM Mortgage Loan is adjusted annually commencing from and
        after
        the sixtieth Monthly Payment and the thirty-sixth Monthly Payment, respectively,
        in the same manner as a Treasury Rate Mortgage Loan and LIBOR Mortgage Loan,
        provided, however, that the Periodic Rate Cap does not apply to the initial
        Interest Rate Adjustment Date for such 5/1 ARM Mortgage Loan (the Initial
        Rate
        Cap does apply). The Mortgage Note is payable each month in monthly installments
        of principal and interest, with interest in arrears, and requires Monthly
        Payments sufficient to amortize the original principal balance of the Mortgage
        Loan over a term of no more than 30 years. Each Convertible Mortgage Loan
        contains a provision whereby the Mortgagor is permitted to convert the Mortgage
        Loan to a fixed-rate mortgage loan at any time between the first and fifth
        anniversary of the origination of the Mortgage Loan. No Mortgage Loan has
        a
        provision for negative amortization; 

       

      (u)  Customary
        Provisions.
        The
        Mortgage contains customary and enforceable provisions such as to render
        the
        rights and remedies of the holder thereof adequate for the realization against
        the Mortgaged Property of the benefits of the security provided thereby,
        including, (i) in the case of a Mortgage designated as a deed of trust, by
        trustee’s sale, and (ii) otherwise by judicial foreclosure. Upon default by a
        Mortgagor on a Mortgage Loan and foreclosure on, or trustee’s sale of, the
        Mortgaged Property pursuant to the proper procedures, the holder of the Mortgage
        Loan will be able to deliver good and merchantable title to the Mortgaged
        Property. There is no homestead or other exemption available to a Mortgagor
        which would interfere with the right to sell the Mortgaged Property at a
        trustee’s sale or the right to foreclose the Mortgage;

       

      (v)  Conformance
        with Underwriting Guidelines.
        The
        Mortgage Loan was underwritten in accordance with the Company’s Underwriting
        Guidelines in effect at the time the Mortgage Loan was originated.;

       

      (w)  Occupancy
        of the Mortgaged Property.
        As of
        the related Closing Date the Mortgaged Property is lawfully occupied under
        applicable law. All inspections, licenses and certificates required to be
        made
        or issued with respect to all occupied portions of the Mortgaged Property
        and,
        with respect to the use and occupancy of the same, including but not limited
        to
        certificates of occupancy and fire underwriting certificates, have been made
        or
        obtained from the appropriate authorities. The Mortgagor represented at the
        time
        of origination of the Mortgage Loan that the Mortgagor would occupy the
        Mortgaged Property as the Mortgagor’s primary residence;

       

      (x)  No
        Additional Collateral.
        The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage and the security interest of any applicable
        security agreement or chattel mortgage referred to in (j) above; 

       

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

       

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

       

      (aa)  Delivery
        of Mortgage Documents.
        The
        Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
        required to be delivered for the Mortgage Loan by the Company under this
        Agreement as set forth in Exhibit
        C
        attached
        hereto have been delivered to the Custodian. The Company is in possession
        of a
        complete, true and accurate Mortgage File in compliance with Exhibit
        B,
        except
        for such documents the originals of which have been delivered to the
        Custodian;

       

      (bb)  Condominiums/Planned
        Unit Developments.
        If the
        Mortgaged Property is a condominium unit or a planned unit development (other
        than a de minimus planned unit development) such condominium or planned unit
        development project meets Company’s Underwriting Guidelines with respect to such
        condominium or planned unit development;

       

      (cc)  Transfer
        of Mortgage Loans.
        The
        Assignment of Mortgage is in recordable form and is acceptable for recording
        under the laws of the jurisdiction in which the Mortgaged Property is
        located;

       

      (dd)  Due
        on
        Sale.
        The
        Mortgage contains an enforceable provision for the acceleration of the payment
        of the unpaid principal balance of the Mortgage Loan in the event that the
        Mortgaged Property is sold or transferred without the prior written consent
        of
        the Mortgagor thereunder;

       

      (ee)  No
        Buydown Provisions; No Graduated Payments or Contingent
        Interests.
        The
        Mortgage Loan does not contain provisions pursuant to which Monthly Payments
        are
        paid or partially paid with funds deposited in any separate account established
        by the Company, the Mortgagor or anyone on behalf of the Mortgagor, or paid
        by
        any source other than the Mortgagor nor does it contain any other similar
        provisions currently in effect which may constitute a “buydown” provision. The
        Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
        does not have a shared appreciation or other contingent interest
        feature;

       

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

       

      (gg)  Mortgaged
        Property Undamaged.
        There
        is no proceeding pending or, to the best of the Company’s knowledge, threatened
        for the total or partial condemnation of the Mortgaged Property. The Mortgaged
        Property is undamaged by waste, fire, earthquake or earth movement, windstorm,
        flood, tornado or other casualty so as to affect adversely the value of the
        Mortgaged Property as security for the Mortgage Loan or the use for which
        the
        premises were intended; and

       

      (hh)  Collection
        Practices; Escrow Deposits.
        The
        origination, servicing and collection practices used with respect to the
        Mortgage Loan have been in accordance with Accepted Servicing Practices,
        and
        have been in all respects in compliance with all applicable laws and
        regulations. With respect to escrow deposits and Escrow Payments, all such
        payments are in the possession of the Company and there exist no deficiencies
        in
        connection therewith for which customary arrangements for repayment thereof
        have
        not been made. All Escrow Payments have been collected in full compliance
        with
        state and federal law. An escrow of funds is not prohibited by applicable
        law
        and has been established in an amount sufficient to pay for every item which
        remains unpaid and which has been assessed but is not yet due and payable.
        No
        escrow deposits or Escrow Payments or other charges or payments due the Company
        have been capitalized under the Mortgage or the Mortgage Note. All
        Mortgage Interest Rate adjustments have been made in strict compliance with
        state and federal law and the terms of the related Mortgage Note. Any interest
        required to be paid pursuant to state and local law has been properly paid
        and
        credited;

       

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

       

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

       

      (kk)  Environmental
        Matters.
        The
        Mortgaged Property is free from any and all toxic or hazardous substances
        and
        there exists no violation of any local, state or federal environmental law,
        rule
        or regulation. To the best of the Company’s knowledge, there is no pending
        action or proceeding directly involving any Mortgaged Property of which the
        Company is aware in which compliance with any environmental law, rule or
        regulation is an issue; and to the best of the Company’s knowledge, nothing
        further remains to be done to satisfy in full all requirements of each such
        law,
        rule or regulation consisting a prerequisite to use and enjoyment of said
        property; 

       

      (ll)  No
        Construction Loans.
        No
        Mortgage Loan was made in connection with (i) the construction or rehabilitation
        of a Mortgaged Property or (ii) facilitating the trade-in or exchange of
        a
        Mortgaged Property;

       

      (mm)  Insurance.
        The
        Company has caused or will cause to be performed any and all acts required
        to
        preserve the rights and remedies of the Purchaser in any insurance policies
        applicable to the Mortgage Loans including, without limitation, any necessary
        notifications of insurers, assignments of policies or interests therein,
        and
        establishments of coinsured, joint loss payee and mortgagee rights in favor
        of
        the Purchaser; No action, inaction, or event has occurred and no state of
        fact
        exists or has existed that has resulted or will result in the exclusion from,
        denial of, or defense to coverage under any applicable pool insurance policy,
        special hazard insurance policy, PMI Policy or bankruptcy bond, irrespective
        of
        the cause of such failure of coverage. In connection with the placement of
        any
        such insurance, no commission, fee, or other compensation has been or will
        be
        received by the Company or any designee of the Company or any corporation
        in
        which the Company or any officer, director, or employee had a financial interest
        at the time of placement of such insurance;

       

      (nn)  Regarding
        the Mortgagor.
        The
        Mortgagor is one or more natural persons and/or trustees for an Illinois
        land
        trust or a trustee under a “living trust” and such “living trust” is in
        compliance with Fannie Mae guidelines for such trusts.

       

      (oo)  Predatory
        Lending Regulations; High Cost Loans.
        None of
        the Mortgage Loans are classified as (a) “high cost” loans under the Home
        Ownership and Equity Protection Act of 1994 or (b) “high cost,” “threshold,” or
“predatory” loans under any other applicable state, federal or local
        law.

       

      (pp)  Simple
        Interest Mortgage Loans.
        None of
        the Mortgage Loans are simple interest Mortgage Loans.

       

      (qq)   Single
        Premium Credit Life Insurance.
        None of
        the proceeds of the Mortgage Loan were used to finance single-premium credit
        life insurance policies.

       

      (rr)  Tax
        Service Contract
        The
        Company has obtained a life of loan, transferable real estate Tax Service
        Contract on each Mortgage Loan and such contract is assignable without penalty,
        premium or cost to the Purchaser;

       

      (ss)  Flood
        Certification Contract.
        The
        Company has obtained a life of loan, transferable flood certification contract
        with a Approved Flood Certification Provider for each Mortgage Loan and such
        contract is assignable without penalty, premium or cost to the
        Purchaser;

       

      (tt)  FICO
        Scores.
        Each
        Mortgage Loan has a non-zero FICO score; 

       

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

       

      (vv)  Recordation.
        Each
        original Mortgage was recorded and, except for those Mortgage Loans subject
        to
        the MERS identification system, all subsequent assignments of the original
        Mortgage (other than the assignment to the Purchaser) have been recorded
        in the
        appropriate jurisdictions wherein such recordation is necessary to perfect
        the
        lien thereof as against creditors of the Company, or is in the process of
        being
        recorded;

       

      (ww)  Leaseholds.If
        the
        Mortgaged Property is subject to a ground lease or any other type of leasehold
        interest, the ground lease or other leasehold interest exceeds the remaining
        term of the related Mortgage Loan.

       

      
        	Section
                3.03  	
                Remedies
                  for Breach of Representations and Warranties.

              


      

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to the
        Purchaser and the delivery of the Mortgage Loan Documents to the Custodian
        and
        shall inure to the benefit of the Purchaser, notwithstanding any restrictive
        or
        qualified endorsement on any Mortgage Note or Assignment of Mortgage or the
        examination or failure to examine any Mortgage File. Upon discovery by either
        the Company or the Purchaser of a breach of any of the foregoing representations
        and warranties which materially and adversely affects the value of the Mortgage
        Loans or the interest of the Purchaser, or which materially and adversely
        affects the interests of Purchaser in the related Mortgage Loan in the case
        of a
        representation and warranty relating to a particular Mortgage Loan (in the
        case
        of any of the foregoing, a “Breach”),
        the
        party discovering such Breach shall give prompt written notice to the other.
        

       

      With
        respect to those representations and warranties which are made to the best
        of
        the Company’s knowledge, if it is discovered by the Company or the Purchaser
        that the substance of such representation and warranty is inaccurate and
        such
        inaccuracy materially and adversely affects the value of the related Mortgage
        Loan or the interest of the Purchaser (or which materially and adversely
        affects
        the value of a Mortgage Loan or the interests of the Purchaser in the related
        Mortgage Loan in the case of a representation and warranty relating to a
        particular Mortgage Loan), notwithstanding the Company’s lack of knowledge with
        respect to the substance of such representation and warranty, such inaccuracy
        shall be deemed a breach of the applicable representation and
        warranty.

       

      Within
        60
        days of the earlier of either discovery by or notice to the Company of any
        Breach of a representation or warranty, the Company shall use its best efforts
        promptly to cure such Breach in all material respects and, if such Breach
        cannot
        be cured, the Company shall, at the Purchaser’s option and subject to Section
        3.06, repurchase such Mortgage Loan at the Repurchase Price. In the event
        that a
        Breach shall involve any representation or warranty set forth in Section
        3.01,
        and such Breach cannot be cured within 60 days of the earlier of either
        discovery by or notice to the Company of such Breach, all of the Mortgage
        Loans
        shall, at the Purchaser’s option and subject to Section 3.06, be repurchased by
        the Company at the Repurchase Price. However, if the Breach shall involve
        a
        representation or warranty set forth in Section 3.02 and the Company discovers
        or receives notice of any such Breach within 120 days of the related Closing
        Date, the Company shall, at the Purchaser’s option and provided that the Company
        has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage
        Loan as provided above, remove such Mortgage Loan (a “Deleted
        Mortgage Loan”)
        and
        substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided
        that any such substitution shall be effected not later than 120 days after
        the
        related Closing Date. If the Company has no Qualified Substitute Mortgage
        Loan,
        it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage
        Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall
        be
        accomplished by deposit in the Custodial Account of the amount of the Repurchase
        Price for distribution to Purchaser on the next scheduled Remittance Date,
        after
        deducting therefrom any amount received in respect of such repurchased Mortgage
        Loan or Loans and being held in the Custodial Account for future
        distribution.

       

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

       

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

       

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

       

      
        	Section
                3.04  	
                Indemnification.

              


      

       

      The
        Company agrees to indemnify the Purchaser and hold it harmless from and against
        any and all claims, losses, damages, penalties, fines, forfeitures, legal
        fees
        and related costs, judgments, and any other costs, fees and expenses that
        the
        Purchaser may sustain in any way related any assertion based on, grounded
        upon
        resulting from a Breach of any of the Company’s representations and warranties
        contained herein. In addition to the obligations of the Company set forth
        in
        this Section 3.04, the Purchaser may pursue any and all remedies otherwise
        available at law or in equity, including, but not limited to, the right to
        seek
        damages. The provisions of this Section 3.04 shall survive termination of
        this
        Agreement.

       

      It
        is
        understood and agreed that the obligations of the Company set forth in Sections
        3.03 and 3.04 to cure, substitute for or repurchase a defective Mortgage
        Loan
        and to indemnify the Purchaser constitute the sole remedies of the Purchaser
        respecting a Breach of the foregoing representations and
        warranties.

       

       

      
        	Section
                3.05  	
                Repurchase
                  Upon Conversion.

              


      

      


      In
        the
        event the Mortgagor under any Convertible Mortgage Loan elects to convert
        said
        Mortgage Loan to a fixed rate mortgage loan, as provided in the related Mortgage
        Note, then the Company shall repurchase the related Mortgage Loan in the
        month
        the conversion takes place and in the manner prescribed in Section 3.04 at
        the
        Repurchase Price.

       

      
        	Section
                3.06  	
                Restrictions
                  and Requirements Applicable in the
                  Event

              


      

       

      that
        a
        Mortgage Loan is Acquired by a REMIC

       

      In
        the
        event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary
        provision of this Agreement, the following provisions shall be applicable
        to
        such Mortgage Loan:

       

      
        	(A)                
                 	
                Repurchase
                  of Mortgage Loans.

              


      

       

      With
        respect to any Mortgage Loan that is not in default or as to which no default
        is
        imminent, no repurchase or substitution pursuant to Subsection 3.03, 3.05,
        3.07
        or 7.02 shall be made, unless, if so required by the applicable REMIC Documents
        the Company has obtained an Opinion of Counsel to the effect that such
        repurchase will not (i) result in the imposition of taxes on “prohibited
        transactions” of such REMIC (as defined in Section 860F of the Code) or
        otherwise subject the REMIC to tax, or (ii) cause the REMIC to fail to qualify
        as a REMIC at any time.

       

      
        	(B)                   
                	
                General
                  Servicing Obligations.

              


      

       

      The
        Company shall sell any REO Property within two years after its acquisition
        by
        the REMIC unless (i) the Company applies for an extension of such two-year
        period from the Internal Revenue Service pursuant to the REMIC Provisions
        and
        Code Section 856(e)(3), in which event such REO Property shall be sold within
        the applicable extension period, or (ii) the Company obtains for the Purchaser
        an Opinion of Counsel, addressed to the Purchaser and the Company, to the
        effect
        that the holding by the REMIC of such REO Property subsequent to such two
        year
        period will not result in the imposition of taxes on “prohibited transactions”
as defined in Section 860F of the Code or cause the REMIC to fail to qualify
        as
        a REMIC under the REMIC Provisions or comparable provisions of relevant state
        laws at any time. The Company shall manage, conserve, protect and operate
        each
        REO Property for the Purchaser solely for the purpose of its prompt disposition
        and sale in a manner which does not cause such REO Property to fail to qualify
        as “foreclosure property” within the meaning of Section 860G(a)(8) or result in
        the receipt by the REMIC of any “income from non-permitted assets” within the
        meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure
        property” which is subject to taxation under Section 860G(a)(1) of the Code.
        Pursuant to its efforts to sell such REO Property, the Company shall either
        itself or through an agent selected by the Company protect and conserve such
        REO
        Property in the same manner and to such extent as is customary in the locality
        where such REO Property is located and may, incident to its conservation
        and
        protection of the interests of the Purchaser, rent the same, or any part
        thereof, as the Company deems to be in the best interest of the Company and
        the
        Purchaser for the period prior to the sale of such REO Property; provided,
        however, that any rent received or accrued with respect to such REO Property
        qualifies as “rents from real property” as defined in Section 856(d) of the
        Code.

       

      
        	(C)                
                  	
                Additional
                  Covenants.

              


      

       

      In
        addition to the provision set forth in this Section 3.06, if a REMIC election
        is
        made with respect to the arrangement under which any of the Mortgage Loans
        or
        REO Properties are held, then, with respect to such Mortgage Loans and/or
        REO
        Properties, and notwithstanding the terms of this Agreement, the Company
        shall
        not take any action, cause the REMIC to take any action or fail to take (or
        fail
        to cause to be taken) any action that, under the REMIC Provisions, if taken
        or
        not taken, as the case may be, could (i) endanger the status of the REMIC
        as a
        REMIC or (ii) result in the imposition of a tax upon the REMIC (including
        but
        not limited to the tax on “prohibited transactions” as defined in Section
        860F(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in
        Section 860G(d) of the Code) unless the Company has received an Opinion of
        Counsel (at the expense of the party seeking to take such action) to the
        effect
        that the contemplated action will not endanger such REMIC status or result
        in
        the imposition of any such tax.

       

      If
        a
        REMIC election is made with respect to the arrangement under which any Mortgage
        Loans or REO Properties are held, the Company shall amend this Agreement
        such
        that it will meet all Rating Agency requirements.

       

      
        	Section
                3.07  	
                Review
                  of Mortgage Loans

              


      

       

      From
        the
        related Closing Date until the date 15 days after the related Closing Date,
        the
        Purchaser shall have the right to review the Mortgage Files and obtain BPOs
        and
        other property evaluations on the Mortgaged Properties relating to the Mortgage
        Loans purchased on the related Closing Date, with the results of such BPO
        or
        property evaluation reviews to be communicated to the Company for a period
        up to
        15 days after the related Closing Date. In addition, the Purchaser shall
        have
        the right to reject any Mortgage Loan which in the Purchaser’s sole
        determination (i) fails to conform to the Underwriting Guidelines, (ii) the
        value of the Mortgaged Property pursuant to any BPO or property evaluation
        varies by more than plus or minus 15% from the lesser of (A) the original
        appraised value of the Mortgage Property or (B) the purchase price of the
        Mortgaged Property as of the date of origination (a “Value
        Issue”),
        (iii)
        the Mortgage Loan is underwritten without verification of the Borrower’s income
        and assets and there is no credit report and credit score or (iv) the Purchaser
        deems the Mortgage Loan not to be an acceptable credit risk. The Company
        shall
        repurchase the rejected Mortgage Loan in the manner prescribed in Section
        3.03
        upon receipt of notice from the Purchaser of the rejection of such Mortgage
        Loan; provided, that, in the event that the Purchaser rejects a Mortgage
        Loan
        due to a Value Issue, the Company may submit to the Purchaser an additional
        property evaluation for purposes of demonstrating that the Mortgage Loan
        does
        not have a Value Issue. If the Purchaser and the Company fail to resolve
        such
        Value Issue within two weeks of the Purchaser presenting such Value Issue
        to the
        Company, then Company shall have the right to promptly (a) substitute such
        Mortgage Loan with a Qualified Substitute Mortgage Loan meeting all the terms
        hereof, or (b) repurchase such Mortgage Loan in the manner prescribed in
        Section
        3.03. Any rejected Mortgage Loan shall be removed from the terms of this
        Agreement. The Company shall make available all files required by Purchaser
        in
        order to complete its review, including capturing all CRA/HMDA required data
        fields. Any review performed by the Purchaser prior to the related Closing
        Date
        does not limit the Purchaser’s rights or the Company’s obligations under this
        section. To the extent that the Purchaser’s review discloses that the Mortgage
        Loans do not conform to the Underwriting Guidelines or the terms set forth
        in
        the Purchaser Price and Terms Letter, the Purchaser may in its sole discretion
        increase its due diligence review and obtain additional BPO’s or other property
        evaluations. The additional review may be for any reason including but not
        limited to credit quality, property valuations, and data integrity.

       

      ARTICLE
        IV


       

      ADMINISTRATION
        AND SERVICING OF MORTGAGE LOANS

       

      
        	Section
                4.01  	
                Company
                  to Act as Servicer.

              


      

       

      The
        Company shall service and administer the Mortgage Loans and shall have full
        power and authority, acting alone, to do any and all things in connection
        with
        such servicing and administration which the Company may deem necessary or
        desirable, consistent with the terms of this Agreement and with Accepted
        Servicing Practices.

       

      Consistent
        with the terms of this Agreement, the Company may waive, modify or vary any
        term
        of any Mortgage Loan or consent to the postponement of strict compliance
        with
        any such term or in any manner grant indulgence to any Mortgagor if in the
        Company’s reasonable and prudent determination such waiver, modification,
        postponement or indulgence is not materially adverse to the Purchasers,
        provided, however, that the Company shall not make any future advances with
        respect to a Mortgage Loan and (unless the Mortgagor is in default with respect
        to the Mortgage Loan or such default is, in the judgment of the Company,
        imminent and the Company has obtained the prior written consent of the
        Purchaser) the Company shall not permit any modification of any material
        term of
        any Mortgage Loan including any modifications that would change the Mortgage
        Interest Rate change the Index, Lifetime Mortgage Interest Rate Cap, Initial
        Rate Cap or Gross Margin of any Mortgage Loan, defer or forgive the payment
        of
        principal or interest, reduce or increase the outstanding principal balance
        (except for actual payments of principal) or change the final maturity date
        on
        such Mortgage Loan. In the event of any such modification which permits the
        deferral of interest or principal payments on any Mortgage Loan, the Company
        shall, on the Business Day immediately preceding the Remittance Date in any
        month in which any such principal or interest payment has been deferred,
        deposit
        in the Custodial Account from its own funds, in accordance with Section 5.03,
        the difference between (a) such month’s principal and one month’s interest at
        the Mortgage Loan Remittance Rate on the unpaid principal balance of such
        Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall
        be
        entitled to reimbursement for such advances to the same extent as for all
        other
        advances made pursuant to Section 5.03. Without limiting the generality of
        the
        foregoing, the Company shall continue, and is hereby authorized and empowered,
        to execute and deliver on behalf of itself and the Purchasers, all instruments
        of satisfaction or cancellation, or of partial or full release, discharge
        and
        all other comparable instruments, with respect to the Mortgage Loans and
        with
        respect to the Mortgaged Properties. If reasonably required by the Company,
        the
        Purchaser shall furnish the Company with any powers of attorney and other
        documents necessary or appropriate to enable the Company to carry out its
        servicing and administrative duties under this Agreement.

       

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

       

      The
        Mortgage Loans may be subserviced by the Subservicer on behalf of the Company
        provided that the Subservicer is a Fannie Mae-approved lender or a Freddie
        Mac
        seller/servicer in good standing, and no event has occurred, including but
        not
        limited to a change in insurance coverage, which would make it unable to
        comply
        with the eligibility requirements for lenders imposed by Fannie Mae or for
        seller/servicers imposed by Freddie Mac, or which would require notification
        to
        Fannie Mae or Freddie Mac. The Company may perform any of its servicing
        responsibilities hereunder or may cause the Subservicer to perform any such
        servicing responsibilities on its behalf, but the use by the Company of the
        Subservicer shall not release the Company from any of its obligations hereunder
        and the Company shall remain responsible hereunder for all acts and omissions
        of
        the Subservicer as fully as if such acts and omissions were those of the
        Company. The Company shall pay all fees and expenses of the Subservicer from
        its
        own funds, and the Subservicer’s fee shall not exceed the Servicing
        Fee.

       

      At
        the
        cost and expense of the Company, without any right of reimbursement from
        the
        Custodial Account, the Company shall be entitled to terminate the rights
        and
        responsibilities of the Subservicer and arrange for any servicing
        responsibilities to be performed by a successor Subservicer meeting the
        requirements in the preceding paragraph, provided, however, that nothing
        contained herein shall be deemed to prevent or prohibit the Company, at the
        Company’s option, from electing to service the related Mortgage Loans itself. In
        the event that the Company’s responsibilities and duties under this Agreement
        are terminated pursuant to Section 9.04, 10.01 or 11.02, and if requested
        to do
        so by the Purchaser, the Company shall at its own cost and expense terminate
        the
        rights and responsibilities of the Subservicer as soon as is reasonably
        possible. The Company shall pay all fees, expenses or penalties necessary
        in
        order to terminate the rights and responsibilities of the Subservicer from
        the
        Company’s own funds without reimbursement from the Purchaser.

       

      Notwithstanding
        any of the provisions of this Agreement relating to agreements or arrangements
        between the Company and the Subservicer or any reference herein to actions
        taken
        through the Subservicer or otherwise, the Company shall not be relieved of
        its
        obligations to the Purchaser and shall be obligated to the same extent and
        under
        the same terms and conditions as if it alone were servicing and administering
        the Mortgage Loans. The Company shall be entitled to enter into an agreement
        with the Subservicer for indemnification of the Company by the Subservicer
        and
        nothing contained in this Agreement shall be deemed to limit or modify such
        indemnification.

       

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

       

      
        	Section
                4.02  	
                Liquidation
                  of Mortgage Loans.

              


      

       

      In
        the
        event that any payment due under any Mortgage Loan and not postponed pursuant
        to
        Section 4.01 is not paid when the same becomes due and payable, or in the
        event
        the Mortgagor fails to perform any other covenant or obligation under the
        Mortgage Loan and such failure continues beyond any applicable grace period,
        the
        Company shall take such action as (1) the Company would take under similar
        circumstances with respect to a similar mortgage loan held for its own account
        for investment, (2) shall be consistent with Accepted Servicing Practices,
        (3)
        the Company shall determine prudently to be in the best interest of Purchaser,
        and (4) is consistent with any related PMI Policy. In the event that any
        payment
        due under any Mortgage Loan is not postponed pursuant to Section 4.01 and
        remains delinquent for a period of 90 days or any other default continues
        for a
        period of 90 days beyond the expiration of any grace or cure period, the
        Company
        shall commence foreclosure proceedings, provided that, prior to commencing
        foreclosure proceedings, the Company shall notify the Purchaser in writing
        of
        the Company’s intention to do so, and the Company shall not commence foreclosure
        proceedings if the Purchaser objects to such action within 10 Business Days
        of
        receiving such notice. In the event the Purchaser objects to such foreclosure
        action, the Company shall not be required to make Monthly Advances with respect
        to such Mortgage Loan, pursuant to Section 5.03, and the Company’s obligation to
        make such Monthly Advances shall terminate on the 90th day referred to above.
        In
        such connection, the Company shall from its own funds make all necessary
        and
        proper Servicing Advances, provided, however, that the Company shall not
        be
        required to expend its own funds in connection with any foreclosure or towards
        the restoration or preservation of any Mortgaged Property, unless it shall
        determine (a) that such preservation, restoration and/or foreclosure will
        increase the proceeds of liquidation of the Mortgage Loan to Purchaser after
        reimbursement to itself for such expenses and (b) that such expenses will
        be
        recoverable by it either through Liquidation Proceeds (respecting which it
        shall
        have priority for purposes of withdrawals from the Custodial Account pursuant
        to
        Section 4.05) or through Insurance Proceeds (respecting which it shall have
        similar priority).

       

      Notwithstanding
        anything to the contrary contained herein, in connection with a foreclosure
        or
        acceptance of a deed in lieu of foreclosure, in the event the Company has
        reasonable cause to believe that a Mortgaged Property is contaminated by
        hazardous or toxic substances or wastes, or if the Purchaser otherwise requests
        an environmental inspection or review of such Mortgaged Property to be conducted
        by a qualified inspector. Upon completion of the inspection, the Company
        shall
        promptly provide the Purchaser with a written report of the environmental
        inspection.

       

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

       

      
        	Section
                4.03  	
                Collection
                  of Mortgage Loan Payments.

              


      

       

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

       

      
        	Section
                4.04  	
                Establishment
                  of and Deposits to Custodial Account.

              


      

       

      The
        Company shall segregate and hold all funds collected and received pursuant
        to a
        Mortgage Loan separate and apart from any of its own funds and general assets
        and shall establish and maintain one or more Custodial Accounts, in the form
        of
        time deposit or demand accounts, titled “Countrywide Home Loans, Inc. in trust
        for EMC Mortgage Corporation, as purchaser of Residential Adjustable Rate
        Mortgage Loans and various Mortgagors”. The Custodial Account shall be
        established with a Qualified Depository acceptable to the Purchaser. Any
        funds
        deposited in the Custodial Account shall at all times be fully insured to
        the
        full extent permitted under applicable law. Funds deposited in the Custodial
        Account may be drawn on by the Company in accordance with Section 4.05. The
        creation of any Custodial Account shall be evidenced by a certification in
        the
        form of Exhibit
        D-1
        hereto,
        in the case of an account established with the Company, or by a letter agreement
        in the form of Exhibit
        D-2
        hereto,
        in the case of an account held by a depository other than the Company. A
        copy of
        such certification or letter agreement shall be furnished to the Purchaser
        and,
        upon request, to any subsequent Purchaser.

       

      The
        Company shall deposit in the Custodial Account within two Business Days of
        receipt, and retain therein, the following collections received by the Company
        and payments made by the Company after the related Cut-off Date, (other than
        payments of principal and interest due on or before the related Cut-off Date,
        or
        received by the Company prior to the related Cut-off Date but allocable to
        a
        period subsequent thereto or with respect to each LPMI Loan, in the amount
        of
        the LPMI Fee):

       

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

       

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

       

      (iii)  all
        Liquidation Proceeds;

       

      (iv)  all
        Insurance Proceeds including amounts required to be deposited pursuant to
        Section 4.10, Section 4.11, Section 4.14 and Section 4.15;

       

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

       

      (vi)  any
        amount required to be deposited in the Custodial Account pursuant to Section
        4.01, 4.09, 5.03, 6.01 or 6.02;

       

      (vii)  any
        amounts payable in connection with the repurchase of any Mortgage Loan pursuant
        to Section 3.03, 3.05 or 3.07 and all amounts required to be deposited by
        the
        Company in connection with a shortfall in principal amount of any Qualified
        Substitute Mortgage Loan pursuant to Section 3.03;

       

      (viii)  with
        respect to each Principal Prepayment in full or in part, the Prepayment Interest
        Shortfall Amount, if any, for the month of distribution. Such deposit shall
        be
        made from the Company’s own funds, without reimbursement therefor up to a
        maximum amount per month of the Servicing Fee actually received for such
        month
        for the Mortgage Loans;

       

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

       

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

       

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

       

      
        	Section
                4.05  	
                Permitted
                  Withdrawals From Custodial Account.

              


      

       

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

       

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

       

      (ii)  to
        reimburse itself for Monthly Advances of the Company’s funds made pursuant to
        Section 5.03, the Company’s right to reimburse itself pursuant to this subclause
        (ii) being limited to amounts received on the related Mortgage Loan which
        represent late payments of principal and/or interest respecting which any
        such
        advance was made, it being understood that, in the case of any such
        reimbursement, the Company’s right thereto shall be prior to the rights of
        Purchaser, except that, where the Company is required to repurchase a Mortgage
        Loan pursuant to Section 3.03, 3.05, 3.07 or 6.02, the Company’s right to such
        reimbursement shall be subsequent to the payment to the Purchaser of the
        Repurchase Price pursuant to such sections and all other amounts required
        to be
        paid to the Purchaser with respect to such Mortgage Loan;

       

      (iii)  to
        reimburse itself for unreimbursed Servicing Advances, and for any unpaid
        Servicing Fees, the Company’s right to reimburse itself pursuant to this
        subclause (iii) with respect to any Mortgage Loan being limited to related
        Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such
        other
        amounts as may be collected by the Company from the Mortgagor or otherwise
        relating to the Mortgage Loan, it being understood that, in the case of any
        such
        reimbursement, the Company’s right thereto shall be prior to the rights of
        Purchaser except where the Company is required to repurchase a Mortgage Loan
        pursuant to Section 3.03, 3.05, 3.07 or 6.02, in which case the Company’s right
        to such reimbursement shall be subsequent to the payment to the Purchasers
        of
        the Repurchase Price pursuant to such sections and all other amounts required
        to
        be paid to the Purchasers with respect to such Mortgage Loan;

       

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

       

      (v)  to
        reimburse itself for expenses incurred and reimbursable to it pursuant to
        Section 9.01; 

       

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

       

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

       

      (viii)  to
        withdraw funds deposited in error.

       

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

       

      
        	Section
                4.06  	
                Establishment
                  of and Deposits to Escrow Account.

              


      

       

      The
        Company shall segregate and hold all funds collected and received pursuant
        to a
        Mortgage Loan constituting Escrow Payments separate and apart from any of
        its
        own funds and general assets and shall establish and maintain one or more
        Escrow
        Accounts, in the form of time deposit or demand accounts, titled, “Countrywide
        Home Loans, Inc., in trust for the EMC Mortgage Corporation, as purchaser
        of
        Residential Adjustable Rate Mortgage Loans and various Mortgagors”. The Escrow
        Accounts shall be established with a Qualified Depository, in a manner which
        shall provide maximum available insurance thereunder. Funds deposited in
        the
        Escrow Account may be drawn on by the Company in accordance with Section
        4.07.
        The creation of any Escrow Account shall be evidenced by a certification
        in the
        form of Exhibit
        E-1
        hereto,
        in the case of an account established with the Company, or by a letter agreement
        in the form of Exhibit
        E-2
        hereto,
        in the case of an account held by a depository other than the Company. A
        copy of
        such certification shall be furnished to the Purchaser and, upon request,
        to any
        subsequent Purchaser.

       

      The
        Company shall deposit in the Escrow Account or Accounts within two Business
        Days
        of receipt, and retain therein:

       

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

       

      (ii)  all
        amounts representing Insurance Proceeds or Condemnation Proceeds which are
        to be
        applied to the restoration or repair of any Mortgaged Property.

       

      The
        Company shall make withdrawals from the Escrow Account only to effect such
        payments as are required under this Agreement, as set forth in Section 4.07.
        The
        Company shall be entitled to retain any interest paid on funds deposited
        in the
        Escrow Account by the depository institution, other than interest on escrowed
        funds required by law to be paid to the Mortgagor. To the extent required
        by
        law, the Company shall pay interest on escrowed funds to the Mortgagor
        notwithstanding that the Escrow Account may be non-interest bearing or that
        interest paid thereon is insufficient for such purposes.

       

      
        	Section
                4.07  	
                Permitted
                  Withdrawals From Escrow Account.

              


      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (vii)  to
        clear
        and terminate the Escrow Account on the termination of this Agreement;
        and

       

      (viii)  to
        withdraw funds deposited in error.

       

      
        	Section
                4.08  	
                Payment
                  of Taxes, Insurance and Other Charges.

              


      

       

      With
        respect to each Mortgage Loan, the Company shall maintain accurate records
        reflecting the status of ground rents, taxes, assessments, water rates, sewer
        rents, and other charges which are or may become a lien upon the Mortgaged
        Property and the status of PMI Policy premiums and fire and hazard insurance
        coverage and shall obtain, from time to time, all bills for the payment of
        such
        charges (including renewal premiums) and shall effect payment thereof prior
        to
        the applicable penalty or termination date, employing for such purpose deposits
        of the Mortgagor in the Escrow Account which shall have been estimated and
        accumulated by the Company in amounts sufficient for such purposes, as allowed
        under the terms of the Mortgage. To the extent that a Mortgage does not provide
        for Escrow Payments, the Company shall determine that any such payments are
        made
        by the Mortgagor at the time they first become due. The Company assumes full
        responsibility for the timely payment of all such bills and shall effect
        timely
        payment of all such charges irrespective of each Mortgagor’s faithful
        performance in the payment of same or the making of the Escrow Payments,
        and the
        Company shall make advances from its own funds to effect such
        payments.

       

      
        	Section
                4.09  	
                Protection
                  of Accounts.

              


      

       

      The
        Company may transfer the Custodial Account or the Escrow Account to a different
        Qualified Depository from time to time. Upon any such transfer, the Company
        shall promptly notify the Purchaser and deliver to the Purchaser a Custodial
        Account Certification or Escrow Account Certification (as applicable) in
        the
        form of Exhibit D-1 or E-1 to this agreement.

       

      The
        Company shall bear any expenses, losses or damages sustained by the Purchaser
        because the Custodial Account and/or the Escrow Account are not demand deposit
        accounts.

       

      Amounts
        on deposit in the Custodial Account and the Escrow Account may at the option
        of
        the Company be invested in Eligible Investments; provided that in the event
        that
        amounts on deposit in the Custodial Account or the Escrow Account exceed
        the
        amount fully insured by the FDIC (the “Insured
        Amount”)
        the
        Company shall be obligated to invest the excess amount over the Insured Amount
        in Eligible Investments on the same Business Day as such excess amount becomes
        present in the Custodial Account or the Escrow Account. Any such Eligible
        Investment shall mature no later than the Determination Date next following
        the
        date of such Eligible Investment, provided, however, that if such Eligible
        Investment is an obligation of a Qualified Depository (other than the Company)
        that maintains the Custodial Account or the Escrow Account, then such Eligible
        Investment may mature on such Remittance Date. Any such Eligible Investment
        shall be made in the name of the Company in trust for the benefit of the
        Purchaser. All income on or gain realized from any such Eligible Investment
        shall be for the benefit of the Company and may be withdrawn at any time
        by the
        Company. Any losses incurred in respect of any such investment shall be
        deposited in the Custodial Account or the Escrow Account, by the Company
        out of
        its own funds immediately as realized.

       

      
        	Section
                4.10  	
                Maintenance
                  of Hazard Insurance.

              


      

       

      The
        Company shall cause to be maintained for each Mortgage Loan hazard insurance
        such that all buildings upon the Mortgaged Property are insured by a generally
        acceptable insurer rated A:VI or better in the current Best’s Key Rating Guide
        (“Best’s”)
        against loss by fire, hazards of extended coverage and such other hazards
        as are
        customary in the area where the Mortgaged Property is located, in an amount
        which is at least equal to the lesser of (i) the replacement value of the
        improvements securing such Mortgage Loan and (ii) the greater of (a) the
        outstanding principal balance of the Mortgage Loan and (b) an amount such
        that
        the proceeds thereof shall be sufficient to prevent the Mortgagor or the
        loss
        payee from becoming a co-insurer.

       

      If
        a
        Mortgaged Property is located in an area identified in the Federal Register
        by
        the Flood Emergency Management Agency as having special flood hazards (and
        such
        flood insurance has been made available) a flood insurance policy meeting
        the
        requirements of the current guidelines of the Federal Insurance Administration
        is in effect with a generally acceptable insurance carrier rated A:VI or
        better
        in Best’s in an amount representing coverage equal to the lesser of (i) the
        minimum amount required, under the terms of coverage, to compensate for any
        damage or loss on a replacement cost basis (or the unpaid balance of the
        mortgage if replacement cost coverage is not available for the type of building
        insured) and (ii) the maximum amount of insurance which is available under
        the
        Flood Disaster Protection Act of 1973, as amended. If at any time during
        the
        term of the Mortgage Loan, the Company determines in accordance with applicable
        law and pursuant to the Fannie Mae Guides that a Mortgaged Property is located
        in a special flood hazard area and is not covered by flood insurance or is
        covered in an amount less than the amount required by the Flood Disaster
        Protection Act of 1973, as amended, the Company shall notify the related
        Mortgagor that the Mortgagor must obtain such flood insurance coverage, and
        if
        said Mortgagor fails to obtain the required flood insurance coverage within
        forty-five (45) days after such notification, the Company shall immediately
        force place the required flood insurance on the Mortgagor’s behalf.

       

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

       

      The
        Company shall cause to be maintained on each Mortgaged Property earthquake
        or
        such other or additional insurance as may be required pursuant to such
        applicable laws and regulations as shall at any time be in force and as shall
        require such additional insurance, or pursuant to the requirements of any
        private mortgage guaranty insurer, or as may be required to conform with
        Accepted Servicing Practices.

       

      In
        the
        event that any Purchaser or the Company shall determine that the Mortgaged
        Property should be insured against loss or damage by hazards and risks not
        covered by the insurance required to be maintained by the Mortgagor pursuant
        to
        the terms of the Mortgage, the Company shall communicate and consult with
        the
        Mortgagor with respect to the need for such insurance and bring to the
        Mortgagor’s attention the desirability of protection of the Mortgaged
        Property.

       

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

       

      The
        Company shall not interfere with the Mortgagor’s freedom of choice in selecting
        either his insurance carrier or agent, provided, however, that the Company
        shall
        not accept any such insurance policies from insurance companies unless such
        companies are rated A:VI or better in Best’s and are licensed to do business in
        the jurisdiction in which the Mortgaged Property is located. The Company
        shall
        determine that such policies provide sufficient risk coverage and amounts,
        that
        they insure the property owner, and that they properly describe the property
        address. The Company shall furnish to the Mortgagor a formal notice of
        expiration of any such insurance in sufficient time for the Mortgagor to
        arrange
        for renewal coverage by the expiration date.

       

      Pursuant
        to Section 4.04, any amounts collected by the Company under any such policies
        (other than amounts to be deposited in the Escrow Account and applied to
        the
        restoration or repair of the related Mortgaged Property, or property acquired
        in
        liquidation of the Mortgage Loan, or to be released to the Mortgagor, in
        accordance with the Company’s normal servicing procedures as specified in
        Section 4.14) shall be deposited in the Custodial Account subject to withdrawal
        pursuant to Section 4.05.

       

      
        	Section
                4.11  	
                Maintenance
                  of Mortgage Impairment Insurance.

              


      

       

      In
        the
        event that the Company shall obtain and maintain a blanket policy insuring
        against losses arising from fire and hazards covered under extended coverage
        on
        all of the Mortgage Loans, then, to the extent such policy provides coverage
        in
        an amount equal to the amount required pursuant to Section 4.10 and otherwise
        complies with all other requirements of Section 4.10, it shall conclusively
        be
        deemed to have satisfied its obligations as set forth in Section 4.10. Any
        amounts collected by the Company under any such policy relating to a Mortgage
        Loan shall be deposited in the Custodial Account subject to withdrawal pursuant
        to Section 4.05. Such policy may contain a deductible clause, in which case,
        in
        the event that there shall not have been maintained on the related Mortgaged
        Property a policy complying with Section 4.10, and there shall have been
        a loss
        which would have been covered by such policy, the Company shall deposit in
        the
        Custodial Account at the time of such loss the amount not otherwise payable
        under the blanket policy because of such deductible clause, such amount to
        deposited from the Company’s funds, without reimbursement therefor. Upon request
        of any Purchaser, the Company shall cause to be delivered to such Purchaser
        a
        certified true copy of such policy and a statement from the insurer thereunder
        that such policy shall in no event be terminated or materially modified without
        30 days’ prior written notice to such Purchaser.

       

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

              


      

       

      The
        Company shall maintain with responsible companies, at its own expense, a
        blanket
        Fidelity Bond and an Errors and Omissions Insurance Policy, with broad coverage
        on all officers, employees or other persons acting in any capacity requiring
        such persons to handle funds, money, documents or papers relating to the
        Mortgage Loans (“Company
        Employees”).
        Any
        such Fidelity Bond and Errors and Omissions Insurance Policy shall be in
        the
        form of the Mortgage Banker’s Blanket Bond and shall protect and insure the
        Company against losses, including forgery, theft, embezzle-ment, fraud, errors
        and omissions and negligent acts of such Company Employees. Such Fidelity
        Bond
        and Errors and Omissions Insurance Policy also shall protect and insure the
        Company against losses in connection with the release or satisfaction of
        a
        Mortgage Loan without having obtained payment in full of the indebtedness
        secured thereby. No provision of this Section 4.12 requiring such Fidelity
        Bond
        and Errors and Omissions Insurance Policy shall diminish or relieve the Company
        from its duties and obligations as set forth in this Agreement. The minimum
        coverage under any such bond and insurance policy shall be acceptable to
        Fannie
        Mae or Freddie Mac. Upon the request of any Purchaser, the Company shall
        cause
        to be delivered to such Purchaser a certified true copy of such fidelity
        bond
        and insurance policy and a statement from the surety and the insurer that
        such
        fidelity bond and insurance policy shall in no event be terminated or materially
        modified without 30 days’ prior written notice to the Purchaser.

       

      
        	Section
                4.13  	
                Inspections.

              


      

       

      The
        Company shall inspect the Mortgaged Property as often as deemed necessary
        by the
        Company to assure itself that the value of the Mortgaged Property is being
        preserved. In addition, if any Mortgage Loan is more than 60 days delinquent,
        the Company immediately shall inspect the Mortgaged Property and shall conduct
        subsequent inspections in accordance with Accepted Servicing Practices or
        as may
        be required by the primary mortgage guaranty insurer. The Company shall keep
        a
        written report of each such inspection.

       

      
        	Section
                4.14  	
                Restoration
                  of Mortgaged Property.

              


      

       

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

       

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


       

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

       

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

       

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

       

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

       

      
        	Section
                4.15  	
                Maintenance
                  of PMI and LPMI Policy; Claims.

              


      

       

      (a)
        With
        respect to each Mortgage Loan with a LTV in excess of 95%, the Company
        shall:

       

      (i)
        with
        respect to Mortgage Loans which are not LPMI Loans, in accordance with state
        and
        federal laws and without any cost to the Purchaser, maintain or cause the
        Mortgagor to maintain in full force and effect a PMI Policy with a minimum
        of
        35% coverage insuring that portion of the Mortgage Loan in excess of 68%
        (or
        such other percentage as stated in the related Acknowledgment Agreement)
        of
        value, and shall pay or shall cause the Mortgagor to pay the premium thereon
        on
        a timely basis, until the LTV of such Mortgage Loan is reduced to 80%. In
        the
        event that such PMI Policy shall be terminated, the Company shall obtain
        from
        another Qualified Insurer a comparable replacement policy, with a total coverage
        equal to the remaining coverage of such terminated PMI Policy, at substantially
        the same fee level. If the insurer shall cease to be a Qualified Insurer,
        the
        Company shall determine whether recoveries under the PMI Policy are jeopardized
        for reasons related to the financial condition of such insurer, it being
        understood that the Company shall in no event have any responsibility or
        liability for any failure to recover under the PMI Policy for such reason.
        If
        the Company determines that recoveries are so jeopardized, it shall notify
        the
        Purchaser and the Mortgagor, if required, and obtain from another Qualified
        Insurer a replacement insurance policy. The Company shall not take any action
        which would result in noncoverage under any applicable PMI Policy of any
        loss
        which, but for the actions of the Company would have been covered thereunder.
        In
        connection with any assumption or substitution agreement entered into or
        to be
        entered into pursuant to Section 4.01, the Company shall promptly notify
        the
        insurer under the related PMI Policy, if any, of such assumption or substitution
        of liability in accordance with the terms of such PMI Policy and shall take
        all
        actions which may be required by such insurer as a condition to the continuation
        of coverage under such PMI Policy. If such PMI Policy is terminated as a
        result
        of such assumption or substitution of liability, the Company shall obtain
        a
        replacement PMI Policy as provided above.

       

      (ii)
        with
        respect to LPMI Loans, maintain in full force and effect an LPMI Policy insuring
        that portion of the Mortgage Loan with a minimum of 35% coverage insuring
        that
        portion of the Mortgage Loan in excess of 68% (or such other percentage as
        stated in the related Acknowledgment Agreement) of value, and from time to
        time,
        withdraw the LPMI Fee with respect to such LPMI Loan from the Custodial Account
        in order to pay the premium thereon on a timely basis, until the LTV of such
        Mortgage Loan is reduced to 80%. In the event that the interest payments
        made
        with respect to any LPMI Loan are less than the LPMI Fee, the Company shall
        advance from its own funds the amount of any such shortfall in the LPMI Fee,
        in
        payment of the premium on the related LPMI Policy. Any such advance shall
        be a
        Servicing Advance subject to reimbursement pursuant to the provisions on
        Section
        2.05. In the event that such LPMI Policy shall be terminated, the Company
        shall
        obtain from another Qualified Insurer a comparable replacement policy, with
        a
        total coverage equal to the remaining coverage of such terminated LPMI Policy,
        at substantially the same fee level. If the insurer shall cease to be a
        Qualified Insurer, the Company shall determine whether recoveries under the
        LPMI
        Policy are jeopardized for reasons related to the financial condition of
        such
        insurer, it being understood that the Company shall in no event have any
        responsibility or liability for any failure to recover under the LPMI Policy
        for
        such reason. If the Company determines that recoveries are so jeopardized,
        it
        shall notify the Purchaser and the Mortgagor, if required, and obtain from
        another Qualified Insurer a replacement insurance policy. The Company shall
        not
        take any action which would result in noncoverage under any applicable LPMI
        Policy of any loss which, but for the actions of the Company would have been
        covered thereunder. In connection with any assumption or substitution agreement
        entered into or to be entered into pursuant to Section 6.01, the Company
        shall
        promptly notify the insurer under the related LPMI Policy, if any, of such
        assumption or substitution of liability in accordance with the terms of such
        LPMI Policy and shall take all actions which may be required by such insurer
        as
        a condition to the continuation of coverage under such PMI Policy. If such
        LPMI
        Policy is terminated as a result of such assumption or substitution of
        liability, the Company shall obtain a replacement LPMI Policy as provided
        above.

       

      (b) In
        connection with its activities as servicer, the Company agrees to prepare
        and
        present, on behalf of itself and the Purchaser, claims to the insurer under
        any
        PMI Policy or LPMI Policy in a timely fashion in accordance with the terms
        of
        such PMI Policy or LPMI Policy and, in this regard, to take such action as
        shall
        be necessary to permit recovery under any PMI Policy or LPMI Policy respecting
        a
        defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected
        by the
        Company under any PMI Policy or LPMI Policy shall be deposited in the Custodial
        Account, subject to withdrawal pursuant to Section 4.05.

       

      (c) Purchaser,
        in its sole discretion, at any time, may (i) either obtain an additional
        PMI
        Policy on any Mortgage Loan which already has a PMI Policy in place, or (ii)
        obtain a PMI Policy for any Mortgage Loan which does not already have a PMI
        Policy in place. In any event, the Company agrees to administer such PMI
        Policies in accordance with the Agreement or any Reconstitution
        Agreement.

       

      
        	Section
                4.16  	
                Title,
                  Management and Disposition of REO Property.

              


      

       

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

       

      The
        Company shall manage, conserve, protect and operate each REO Property for
        the
        Purchaser solely for the purpose of its prompt disposition and sale. The
        Company, either itself or through an agent selected by the Company, shall
        manage, conserve, protect and operate the REO Property in the same manner
        that
        it manages, conserves, protects and operates other foreclosed property for
        its
        own account, and in the same manner that similar property in the same locality
        as the REO Property is managed. The Company shall attempt to sell the same
        (and
        may temporarily rent the same for a period not greater than one year, except
        as
        otherwise provided below) on such terms and conditions as the Company deems
        to
        be in the best interest of the Purchaser.

       

      The
        Company shall use its best efforts to dispose of the REO Property as soon
        as
        possible and shall sell such REO Property in any event within one year after
        title has been taken to such REO Property, unless (i) (A) a REMIC election
        has
        not been made with respect to the arrangement under which the Mortgage Loans
        and
        the REO Property are held, and (ii) the Company determines, and gives an
        appropriate notice to the Purchaser to such effect, that a longer period
        is
        necessary for the orderly liquidation of such REO Property. If a period longer
        than one year is permitted under the foregoing sentence and is necessary
        to sell
        any REO Property the Company shall report monthly to the Purchaser as to
        the
        progress being made in selling such REO Property. 

       

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


       

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

       

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

       

      
        	Section
                4.17  	
                Real
                  Estate Owned Reports.

              


      

       

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

       

      
        	Section
                4.18  	
                Liquidation
                  Reports.

              


      

       

      Upon
        the
        foreclosure sale of any Mortgaged Property or the acquisition thereof by
        the
        Purchaser pursuant to a deed in lieu of foreclosure, the Company shall submit
        to
        the Purchaser a liquidation report with respect to such Mortgaged
        Property.

       

      
        	Section
                4.19  	
                Reports
                  of Foreclosures and Abandonments of Mortgaged Property.

              


      

       

      Following
        the foreclosure sale or abandonment of any Mortgaged Property, the Company
        shall
        report such foreclosure or abandonment as required pursuant to Section 6050J
        of
        the Code.

       

      
        	Section
                4.20  	
                Notification
                  of Adjustments.

              


      

       

      With
        respect to each Mortgage Loan, the Company shall adjust the Mortgage Interest
        Rate on the related Interest Rate Adjustment Date and shall adjust the Monthly
        Payment on the related Payment Adjustment Date in compliance with the
        requirements of applicable law and the related Mortgage and Mortgage Note.
        If,
        pursuant to the terms of the Mortgage Note, another index is selected for
        determining the Mortgage Interest Rate, the same index will be used with
        respect
        to each Mortgage Note which requires a new index to be selected, provided
        that
        such selection does not conflict with the terms of the related Mortgage Note.
        The Company shall execute and deliver any and all necessary notices required
        under applicable law and the terms of the related Mortgage Note and Mortgage
        regarding the Mortgage Interest Rate and the Monthly Payment adjustments.
        The
        Company shall promptly upon written request thereof, deliver to the Purchaser
        such notifications and any additional applicable data regarding such adjustments
        and the methods used to calculate and implement such adjustments. Upon the
        discovery by the Company, or the Purchaser that the Company has failed to
        adjust
        a Mortgage Interest Rate or a Monthly Payment pursuant to the terms of the
        related Mortgage Note and Mortgage, the Company shall immediately deposit
        in the
        Custodial Account from its own funds the amount of any interest loss caused
        the
        Purchaser thereby.

       

      ARTICLE
        V


       

      PAYMENTS
        TO PURCHASER

       

      
        	Section
                5.01  	
                Remittances.

              


      

       

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

       

      With
        respect to any remittance received by the Purchaser after the second Business
        Day following the Business Day on which such payment was due, the Company
        shall
        pay to the Purchaser interest on any such late payment at an annual rate
        equal
        to the Prime Rate, adjusted as of the date of each change, plus three percentage
        points, but in no event greater than the maximum amount permitted by applicable
        law. Such interest shall be deposited in the Custodial Account by the Company
        on
        the date such late payment is made and shall cover the period commencing
        with
        the day following such second Business Day and ending with the Business Day
        on
        which such payment is made, both inclusive. Such interest shall be remitted
        along with the distribution payable on the next succeeding Remittance Date.
        The
        payment by the Company of any such interest shall not be deemed an extension
        of
        time for payment or a waiver of any Event of Default by the
        Company.

       

      
        	Section
                5.02  	
                Statements
                  to Purchaser.

              


      

       

      Not
        later
        than the 10th
        day of
        each calendar month, the Company shall furnish to the Purchaser a Monthly
        Remittance Advice, with a trial balance report attached thereto, in the form
        of
Exhibit
        F
        annexed
        hereto electronic medium mutually acceptable to the parties as to the preceding
        calendar month and the Due Period in the month of remittance

       

      In
        addition, not more than 60 days after the end of each calendar year, the
        Company
        shall furnish to each Person who was a Purchaser at any time during such
        calendar year an annual statement in accordance with the requirements of
        applicable federal income tax law as to the aggregate of remittances for
        the
        applicable portion of such year. Nothing in this Section 5.02 shall be deemed
        to
        require the Company to prepare any federal income tax return on Internal
        Revenue
        Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
        Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
        Holders of REMIC Taxable Income or Net Loss Allocation, or any successor
        forms,
        to be filed on behalf of any REMIC under the REMIC Provisions.

       

      
        	Section
                5.03  	
                Monthly
                  Advances by Company.

              


      

       

      On
        the
        Business Day immediately preceding each Remittance Date, either (a) the Company
        shall deposit in the Custodial Account from its own funds or (b) if funds
        are on
        deposit in the Custodial Account which are not required to be remitted on
        the
        related Remittance Date, the Company may make an appropriate entry in its
        records that such funds shall be applied toward the related Monthly Advance
        (provided, that any funds so applied shall be replaced by the Company no
        later
        than the Business Day immediately preceding the next Remittance Date), in
        each
        case, in an aggregate amount equal to all Monthly Payments (with interest
        adjusted to the Mortgage Loan Remittance Rate) which were due on the Mortgage
        Loans during the applicable Due Period and which were delinquent at the close
        of
        business on the immediately preceding Determination Date or which were deferred
        pursuant to Section 4.01. The Company’s obligation to make such Monthly Advances
        as to any Mortgage Loan will continue through the last Monthly Payment due
        prior
        to the payment in full of the Mortgage Loan, or through the last Remittance
        Date
        prior to the Remittance Date for the distribution of all Liquidation Proceeds
        and other payments or recoveries (including Insurance Proceeds and Condemnation
        Proceeds) with respect to the Mortgage Loan. 

       

      In
        no
        event shall the Company be obligated to make an advance under this section
        5.03
        if at the time of such advance it deems such advance to be non-recoverable.
        The
        Company shall promptly deliver an officer’s certificate to the Purchaser upon
        determining that any advance is non-recoverable. In the event that upon
        liquidation of the Mortgage Loan, the Liquidation Proceeds are insufficient
        to
        reimburse the Company for any Monthly Advances, the Company shall notify
        the
        related Purchaser of such shortfall by registered mail with sufficient
        supporting documentation and shall have the right to deduct such shortfall
        from
        the next remittance to be paid to the related Purchaser.

       

      ARTICLE
        VI


       

      GENERAL
        SERVICING PROCEDURES

       

      Section
        6.01  Transfers
        of Mortgaged Property.

       

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

       

      If
        the
        Company reasonably believes it is unable under applicable law to enforce
        such
“due-on-sale” clause, the Company shall enter into (i) an assumption and
        modification agreement with the person to whom such property has been conveyed,
        pursuant to which such person becomes liable under the Mortgage Note and
        the
        original Mortgagor remains liable thereon or (ii) in the event the Company
        is
        unable under applicable law to require that the original Mortgagor remain
        liable
        under the Mortgage Note and the Company has the prior consent of the primary
        mortgage guaranty insurer, a substitution of liability agreement with the
        purchaser of the Mortgaged Property pursuant to which the original Mortgagor
        is
        released from liability and the purchaser of the Mortgaged Property is
        substituted as Mortgagor and becomes liable under the Mortgage Note. If an
        assumption fee is collected by the Company for entering into an assumption
        agreement, a portion of such fee, up to an amount equal to one percent (1.0%)
        of
        the outstanding principal balance of the related Mortgage Loan, will be retained
        by the Company as additional servicing compensation, and any portion thereof
        in
        excess one percent (1.0%) shall be deposited in the Custodial Account for
        the
        benefit of the Purchaser. In connection with any such assumption or substitution
        of liability, neither the Mortgage Interest Rate borne by the related Mortgage
        Note, the term of the Mortgage Loan, the Index, the Lifetime Mortgage Interest
        Rate Cap, the Initial Rate Cap or the Gross Margin of any Mortgage Loan,
        nor the
        outstanding principal amount of the Mortgage Loan shall be changed.

       

      To
        the
        extent that any Mortgage Loan is assumable, the Company shall inquire diligently
        into the creditworthiness of the proposed transferee, and shall use the
        underwriting criteria for approving the credit of the proposed transferee
        which
        are used by Fannie Mae with respect to underwriting mortgage loans of the
        same
        type as the Mortgage Loans. If the credit of the proposed transferee does
        not
        meet such underwriting criteria, the Company diligently shall, to the extent
        permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate
        the maturity of the Mortgage Loan.

       

      
        	Section
                6.02  	
                Satisfaction
                  of Mortgages and Release of Mortgage Files.

              


      

       

      Upon
        the
        payment in full of any Mortgage Loan, or the receipt by the Company of a
        notification that payment in full will be escrowed in a manner customary
        for
        such purposes, the Company shall notify the Purchaser in the Monthly Remittance
        Advice as provided in Section 5.02, and may request the release of any Mortgage
        Loan Documents. In connection with any such prepayment in full, the Company
        shall comply with all applicable laws regarding satisfaction, release or
        reconveyance with respect to the Mortgage.

       

      If
        the
        Company satisfies or releases a Mortgage without first having obtained payment
        in full of the indebtedness secured by the Mortgage or should the Company
        otherwise prejudice any rights the Purchaser may have under the mortgage
        instruments, upon written demand of the Purchaser, the Company shall repurchase
        the related Mortgage Loan at the Repurchase Price by deposit thereof in the
        Custodial Account within 2 Business Days of receipt of such demand by the
        Purchaser. The Company shall maintain the Fidelity Bond and Errors and Omissions
        Insurance Policy as provided for in Section 4.12 insuring the Company against
        any loss it may sustain with respect to any Mortgage Loan not satisfied in
        accordance with the procedures set forth herein.

       

      
        	Section
                6.03  	
                Servicing
                  Compensation.

              


      

       

      As
        compensation for its services hereunder, the Company shall be entitled to
        withdraw from the Custodial Account or to retain from interest payments on
        the
        Mortgage Loans the amount of its Servicing Fee. The Servicing Fee shall be
        payable monthly and shall be computed on the basis of the same unpaid principal
        balance and for the period respecting which any related interest payment
        on a
        Mortgage Loan is computed. The Servicing Fee shall be payable only at the
        time
        of and with respect to those Mortgage Loans for which payment is in fact
        made of
        the entire amount of the Monthly Payment. The obligation of the Purchaser
        to pay
        the Servicing Fee is limited to, and payable solely from, the interest portion
        of such Monthly Payments collected by the Company.

       

      Additional
        servicing compensation in the form of assumption fees, to the extent provided
        in
        Section 6.01, and late payment charges and Prepayment Penalties, shall be
        retained by the Company to the extent not required to be deposited in the
        Custodial Account. The Company shall be required to pay all expenses incurred
        by
        it in connection with its servicing activities hereunder and shall not be
        entitled to reimbursement thereof except as specifically provided for herein.
        Notwithstanding anything in this Agreement to the contrary, in the event
        of a
        Principal Prepayment in full, the Company shall not waive, and shall not
        permit
        the waiver of, any Prepayment Penalty or portion thereof required by the
        terms
        of the related Mortgage Note unless (i) the Company determines that such
        waiver
        would maximize recovery of Liquidations Proceeds for such Mortgage Loan,
        taking
        into account the value of such Prepayment Penalty, or (ii) (A) the
        enforeceability therefore is limited (1) by bankruptcy, insolvency, moratorium,
        receivership, or other similar law relating to creditors’ rights generally or
        (2) due to acceleration in connection with a foreclosure or other involuntary
        payment or (B) the enforceability is otherwise limited or prohibited by
        applicable law.

       

      
        	Section
                6.04  	
                Annual
                  Statement as to Compliance.

              


      

       

      The
        Company shall deliver to the Purchaser, on or before May 31 each year beginning
        May 31, 2003, an Officer’s Certificate, stating that (i) a review of the
        activities of the Company during the preceding calendar year and of performance
        under this Agreement has been made under such officer’s supervision, and (ii)
        the Company has complied fully with the provisions of Article II and Article
        IV,
        and (iii) to the best of such officer’s knowledge, based on such review, the
        Company has fulfilled all its obligations under this Agreement throughout
        such
        year, or, if there has been a default in the fulfillment of any such obligation,
        specifying each such default known to such officer and the nature and status
        thereof and the action being taken by the Company to cure such
        default.

       

      
        	Section
                6.05  	
                Annual
                  Independent Public Accountants’ Servicing Report.

              


      

       

      On
        or
        before May 31st of each year beginning May 31, 2003, the Company, at its
        expense, shall cause a firm of independent public accountants which is a
        member
        of the American Institute of Certified Public Accountants to furnish a statement
        to each Purchaser to the effect that such firm has examined certain documents
        and records relating to the servicing of the Mortgage Loans and this Agreement
        and that such firm is of the opinion that the provisions of Article II and
        Article IV have been complied with, and that, on the basis of such examination
        conducted substantially in compliance with the Single Attestation Program
        for
        Mortgage Bankers, nothing has come to their attention which would indicate
        that
        such servicing has not been conducted in compliance therewith, except for
        (i)
        such exceptions as such firm shall believe to be immaterial, and (ii) such
        other
        exceptions as shall be set forth in such statement.

       

      
        	Section
                6.06  	
                Right
                  to Examine Company Records.

              


      

       

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

       

      ARTICLE
        VII


       

      AGENCY
        TRANSFER; PASS-THROUGH TRANSFER

       

      
        	Section
                7.01  	
                Removal
                  of Mortgage Loans from Inclusion Under this Agreement Upon an Agency
                  Transfer, or a Pass-Through Transfer on One or More Reconstitution
                  Dates.

              


      

       

      The
        Purchaser and the Company agree that with respect to any Pass-Through Transfer,
        Whole Loan Transfer or Agency Transfers, as applicable, the Company shall
        cooperate with the Purchaser in effecting such transfers and shall negotiate
        in
        good faith and execute any Reconstitution Agreement required to effectuate
        the
        foregoing; provided that, such Reconstitution Agreement shall not materially
        increase the Company’s obligations or liabilities hereunder, nor diminish any of
        the Company’s rights, and provide to any master servicer or the trustee, as
        applicable, and/or the Purchaser any and all publicly available information
        and
        appropriate verification of information which may be reasonably available
        to the
        Company, whether through letters of its auditors and counsel or otherwise,
        as
        the Purchaser, trustee or a master servicer shall reasonable request as to
        the
        related Mortgage Loans. Purchaser shall reimburse Company for any and all
        costs
        or expenses incurred by Company (i) in obtaining “accountant comfort letters”
with respect to information supplied in response to Purchaser requests, (ii)
        in
        connection with any due diligence performed in connection with a Pass-Through
        or
        Whole Loan Transfer or (iii) making the Mortgage Loan Documents or Servicing
        Files available to parties participating in a Pass-Through or Whole Loan
        Transfer, including without limitation, shipping costs. Such information
        may be
        included in any disclosure document prepared in connection with the Pass-Through
        Transfer, Whole Loan Transfer or Agency Transfer, as applicable; provided,
        however, that Company shall indemnify the Purchaser against any liability
        arising from any material omissions or misstatements in any information supplied
        by the Company and included in a disclosure document; and provided, further,
        that the Purchaser shall indemnify the Company against any liability arising
        from any information included in a disclosure document that was not supplied
        by
        the Company. The Company shall execute any Reconstitution Agreements required
        within a reasonable period of time after receipt of such agreements which
        time
        shall be sufficient for the Company and the Company’s counsel to review such
        agreements. Company shall use its Best Efforts to complete such review within
        ten (10) Business Days after mutual agreement as to the terms thereof, but
        such
        time shall not exceed fifteen (15) Business Days after mutual agreement as
        to
        the terms thereof.

       

      The
        Company shall not be required to restate any representations and warranties
        as
        of the date of any Pass-Through
        Transfer, Whole Loan Transfer or Agency Transfers other than the representations
        and warranties set forth in Section 3.01 (provided, that the Company shall
        not
        be required to restate the representation and warranty set forth in Section
        3.01(j)).

       

      In
        the
        event of any Agency Transfer, Pass-Through or Whole Loan Transfer, the Company
        shall have no obligation to pay any custodial fees charged by the
        Agency.

       

      
        	Section
                7.02  	
                Purchaser’s
                  Repurchase and Indemnification Obligations.

              


      

       

      Upon
        receipt by the Company of notice from Fannie Mae, Freddie Mac or the trustee
        of
        a breach of any Purchaser representation or warranty contained in any
        Reconstitution Agreement or a request by Fannie Mae, Freddie Mac or the trustee,
        as the case may be, for the repurchase of any Mortgage Loan transferred to
        Fannie Mae or Freddie Mac pursuant to an Agency Transfer or to a trustee
        pursuant to a Pass-Through Transfer, the Company shall promptly notify the
        Purchaser of same and shall, at the direction of the Purchaser, use its best
        efforts to cure and correct any such breach and to satisfy the requests or
        concerns of Fannie Mae, Freddie Mac, or the trustee related to such deficiencies
        of the related Mortgage Loans transferred to Fannie Mae, Freddie Mac, or
        the
        trustee.

       

      The
        Purchaser shall repurchase from the Company any Mortgage Loan transferred
        to
        Fannie Mae or Freddie Mac pursuant to an Agency Transfer or to a trustee
        pursuant to a Pass-Through Transfer with respect to which the Company has
        been
        required by Fannie Mae, Freddie Mac, or the trustee to repurchase due to
        a
        breach of a representation or warranty made by the Purchaser with respect
        to the
        Mortgage Loans, or the servicing thereof prior to the transfer date to Fannie
        Mae, Freddie Mac, or the trustee in any Reconstitution Agreement and not
        due to
        a breach of the Company’s representations or obligations thereunder or pursuant
        to this Agreement. The repurchase price to be paid by the Purchaser to the
        Company shall equal that repurchase price paid by the Company to Fannie Mae,
        Freddie Mac, or the third party purchaser plus all reasonable costs and expenses
        borne by the Company in connection with the cure of said breach of a
        representation or warranty made by the Purchaser and in connection with the
        repurchase of such Mortgage Loan from Fannie Mae, Freddie Mac, or the trustee,
        including, but not limited to, reasonable and necessary attorneys’
fees.

       

      At
        the
        time of repurchase, the Custodian and the Company shall arrange for the
        reassignment of the repurchased Mortgage Loan to the Purchaser according
        to the
        Purchaser’s instructions and the delivery to the Custodian of any documents held
        by Fannie Mae, Freddie Mac, or the trustee with respect to the repurchased
        Mortgage Loan pursuant to the related Reconstitution Agreement. In the event
        of
        a repurchase, the Company shall, simultaneously with such reassignment, give
        written notice to the Purchaser that such repurchase has taken place, and
        amend
        the related Mortgage Loan Schedule to reflect the addition of the repurchased
        Mortgage Loan to this Agreement. In connection with any such addition, the
        Company and the Purchaser shall be deemed to have made as to such repurchased
        Mortgage Loan the representations and warranties set forth in this
        Agreement.

       

      ARTICLE
        VIII


       

      COMPANY
        TO COOPERATE

       

      
        	Section
                8.01  	
                Provision
                  of Information.

              


      

       

      During
        the term of this Agreement and provided such request will cause the Company
        to
        violate any applicable law or statute, the Company shall furnish to the
        Purchaser such periodic, special, or other reports or information and copies
        or
        originals of any documents contained in the Servicing File for each Mortgage
        Loan, whether or not provided for herein, as shall be necessary, reasonable,
        or
        appropriate with respect to the Purchaser, any regulatory requirement pertaining
        to the Purchaser or the purposes of this Agreement. All such reports, documents
        or information shall be provided by and in accordance with all reasonable
        instructions and directions which the Purchaser may give. Purchaser shall
        pay
        any costs related to any special reports.

       

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

       

      
        	Section
                8.02  	
                Financial
                  Statements; Servicing Facility.

              


      

       

      In
        connection with marketing the Mortgage Loans, the Purchaser may make available
        to a prospective Purchaser a Consolidated Statement of Operations of the
        Company
        for the most recently completed five fiscal years for which such a statement
        is
        available, as well as a Consolidated Statement of Condition at the end of
        the
        last two fiscal years covered by such Consolidated Statement of Operations.
        The
        Company also shall make available any comparable interim statements to the
        extent any such statements have been prepared by or on behalf of the Company
        (and are available upon request to members or stockholders of the Company
        or to
        the public at large). If it has not already done so, the Company shall furnish
        promptly to the Purchaser copies of the statement specified above. Unless
        requested the Purchaser, the Company shall not be required to deliver any
        documents which are publicly available on EDGAR.

       

      The
        Company also shall make available to Purchaser or prospective Purchaser a
        knowledgeable financial or accounting officer for the purpose of answering
        questions respecting recent developments affecting the Company or the financial
        statements of the Company, and to permit any prospective Purchaser to inspect
        the Company’s servicing facilities or those of any Subservicer for the purpose
        of satisfying such prospective Purchaser that the Company and any Subservicer
        have the ability to service the Mortgage Loans as provided in this
        Agreement.

       

      ARTICLE
        IX


       

      THE
        COMPANY

       

      
        	Section
                9.01  	
                Indemnification;
                  Third Party Claims.

              


      

       

      The
        Company shall indemnify the Purchaser and hold it harmless against any and
        all
        claims, losses, damages, penalties, fines, and forfeitures, including, but
        not
        limited to reasonable and necessary legal fees and related costs, judgments,
        and
        any other costs, fees and expenses that the Purchaser may sustain in any
        way
        related to the failure of the Company to (a) perform its duties and service
        the
        Mortgage Loans in strict compliance with the terms of this Agreement or any
        Reconstitution Agreement entered into pursuant to Section 7.01, and/or (b)
        comply with applicable law. The Company immediately shall notify the Purchaser
        if a claim is made by a third party with respect to this Agreement or any
        Reconstitution Agreement or the Mortgage Loans, shall promptly notify Fannie
        Mae, Freddie Mac, or the trustee with respect to any claim made by a third
        party
        with respect to any Reconstitution Agreement, assume (with the prior written
        consent of the Purchaser) the defense of any such claim and pay all expenses
        in
        connection therewith, including counsel fees, and promptly pay, discharge
        and
        satisfy any judgment or decree in the amount of $5,000 or less, which may
        be
        entered against it or the Purchaser in respect of such claim. The Company
        shall
        follow any written instructions received from the Purchaser in connection
        with
        such claim. The Purchaser promptly shall reimburse the Company for all amounts
        advanced by it pursuant to the preceding sentence except when the claim is
        in
        any way related to the Company’s indemnification pursuant to Section 3.03, or
        the failure of the Company to (a) service and administer the Mortgage Loans
        in
        strict compliance with the terms of this Agreement or any Reconstitution
        Agreement, and/or (b) comply with applicable law.

       

      
        	Section
                9.02  	
                Merger
                  or Consolidation of the Company.

              


      

       

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

       

      Any
        person into which the Company may be merged or consolidated, or any corporation
        resulting from any merger, conversion or consolidation to which the Company
        shall be a party, or any Person succeeding to the business of the Company,
        shall
        be the successor of the Company hereunder, without the execution or filing
        of
        any paper or any further act on the part of any of the parties hereto, anything
        herein to the contrary notwithstanding, provided, however, that the successor
        or
        surviving Person shall be an institution (i) having a net worth of not less
        than
        $25,000,000, (ii) whose deposits are insured by the FDIC through the BIF
        or the
        SAIF, and (iii) which is a Fannie Mae-approved company in good
        standing.

       

      
        	Section
                9.03  	
                Limitation
                  on Liability of Company and Others.

              


      

       

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

       

      
        	Section
                9.04  	
                Limitation
                  on Resignation and Assignment by Company.

              


      

       

      The
        Purchaser has entered into this Agreement with the Company and subsequent
        Purchasers will purchase the Mortgage Loans in reliance upon the independent
        status of the Company, and the representations as to the adequacy of its
        servicing facilities, plant, personnel, records and procedures, its integrity,
        reputation and financial standing, and the continuance thereof. Therefore,
        the
        Company shall neither assign this Agreement or the servicing hereunder or
        delegate its rights or duties hereunder or any portion hereof (to other than
        a
        Subservicer) or sell or otherwise dispose of all or substantially all of
        its
        property or assets without the prior written consent of the Purchaser, which
        consent shall be granted or withheld in the sole discretion of the Purchaser;
        provided, however, that the Company may assign its right and obligations
        hereunder to any entity that is directly or indirectly owned or controlled
        by
        the Company and the Company guarantees the performance by such entity of
        all
        obligations hereunder.

       

      The
        Company shall not resign from the obligations and duties hereby imposed on
        it
        except by mutual consent of the Company and the Purchaser or upon the
        determination that its duties hereunder are no longer permissible under
        applicable law and such incapacity cannot be cured by the Company. Any such
        determination permitting the resignation of the Company shall be evidenced
        by an
        Opinion of Counsel to such effect delivered to the Purchaser which Opinion
        of
        Counsel shall be in form and substance acceptable to the Purchaser. No such
        resignation shall become effective until a successor shall have assumed the
        Company’s responsibilities and obligations hereunder in the manner provided in
        Section 12.01.

       

      Without
        in any way limiting the generality of this Section 9.04, in the event that
        the
        Company either shall assign this Agreement or the servicing responsibilities
        hereunder or delegate its duties hereunder or any portion thereof (to other
        than
        a Subservicer) or sell or otherwise dispose of all or substantially all of
        its
        property or assets, without the prior written consent of the Purchaser, then
        the
        Purchaser shall have the right to terminate this Agreement upon notice given
        as
        set forth in Section 10.01, without any payment of any penalty or damages
        and
        without any liability whatsoever to the Company or any third party.

       

      ARTICLE
        X


       

      DEFAULT

       

      
        	Section
                10.01  	
                Events
                  of Default.

              


      

       

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

       

      (i)  any
        failure by the Company to remit to the Purchaser any payment required to
        be made
        under the terms of this Agreement which continues unremedied for a period
        of
        three days after the date upon which written notice of such failure, requiring
        the same to be remedied, shall have been given to the Company by the Purchaser;
        or

       

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

       

      (iii)  failure
        by the Company to maintain its license to do business in any jurisdiction
        where
        the Mortgage Property is located if such license is necessary for the Company
        to
        legally service the related Mortgage Loan; or

       

      (iv)  a
        decree
        or order of a court or agency or supervisory authority having jurisdiction
        for
        the appointment of a conservator or receiver or liquidator in any insolvency,
        readjustment of debt, including bankruptcy, marshaling of assets and liabilities
        or similar proceedings, or for the winding-up or liquidation of its affairs,
        shall have been entered against the Company and such decree or order shall
        have
        remained in force undischarged or unstayed for a period of 60 days;
        or

       

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

       

      (vi)  the
        Company shall admit in writing its inability to pay its debts generally as
        they
        become due, file a petition to take advantage of any applicable insolvency,
        bankruptcy or reorganization statute, make an assignment for the benefit
        of its
        creditors, voluntarily suspend payment of its obligations or cease its normal
        business operations for three Business Days; or

       

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

       

      (viii)  the
        Company fails to maintain a minimum net worth of $25,000,000; or

       

      (ix)  the
        Company attempts to assign its right to servicing compensation hereunder
        or the
        Company attempts, without the consent of the Purchaser, to sell or otherwise
        dispose of all or substantially all of its property or assets or to assign
        this
        Agreement or the servicing responsibilities hereunder or to delegate its
        duties
        hereunder or any portion thereof (to other than a Subservicer) in violation
        of
        Section 9.04.

       

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

       

      Upon
        receipt by the Company of such written notice, all authority and power of
        the
        Company under this Agreement, whether with respect to the Mortgage Loans
        or
        otherwise, shall pass to and be vested in the successor appointed pursuant
        to
        Section 12.01. Upon written request from any Purchaser, the Company shall
        prepare, execute and deliver to the successor entity designated by the Purchaser
        any and all documents and other instruments, place in such successor’s
        possession all Mortgage Files, and do or cause to be done all other acts
        or
        things necessary or appropriate to effect the purposes of such notice of
        termination, including but not limited to the transfer and endorsement or
        assignment of the Mortgage Loans and related documents, at the Company’s sole
        expense. The Company shall cooperate with the Purchaser and such successor
        in
        effecting the termination of the Company’s responsibilities and rights
        hereunder, including without limitation, the transfer to such successor for
        administration by it of all cash amounts which shall at the time be credited
        by
        the Company to the Custodial Account or Escrow Account or thereafter received
        with respect to the Mortgage Loans.

       

      
        	Section
                10.02  	
                Waiver
                  of Defaults.

              


      

       

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

       

      ARTICLE
        XI


       

      TERMINATION

       

      
        	Section
                11.01  	
                Termination.

              


      

       

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

       

      
        	Section
                11.02  	
                Termination
                  Without Cause.

              


      

       

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

       

      In
        the
        event the Purchaser terminates the Company without cause with respect to
        some or
        all of the Mortgage Loans, the Purchaser shall be required to pay to the
        Company
        a Termination Fee in an amount equal to 2.0% of the outstanding principal
        balance of the terminated Mortgage Loans as of the date of such
        termination.

       

      ARTICLE
        XII


       

      MISCELLANEOUS
        PROVISIONS

       

      
        	Section
                12.01  	
                Successor
                  to Company.

              


      

       

      Prior
        to
        termination of the Company’s responsibilities and duties under this Agreement
        pursuant to Sections 9.04, 10.01, 11.01 (ii) or pursuant to Section 11.02
        after
        the 90 day period has expired, the Purchaser shall, (i) succeed to and assume
        all of the Company’s responsibilities, rights, duties and obligations under this
        Agreement, or (ii) appoint a successor having the characteristics set forth
        in
        clauses (i) through (iii) of Section 9.02 and which shall succeed to all
        rights
        and assume all of the responsibilities, duties and liabilities of the Company
        under this Agreement prior to the termination of Company’s responsibilities,
        duties and liabilities under this Agreement. In connection with such appointment
        and assumption, the Purchaser may make such arrangements for the compensation
        of
        such successor out of payments on Mortgage Loans as it and such successor
        shall
        agree. In the event that the Company’s duties, responsibilities and liabilities
        under this Agreement should be terminated pursuant to the aforementioned
        sections, the Company shall discharge such duties and responsibilities during
        the period from the date it acquires knowledge of such termination until
        the
        effective date thereof with the same degree of diligence and prudence which
        it
        is obligated to exercise under this Agreement, and shall take no action
        whatsoever that might impair or prejudice the rights or financial condition
        of
        its successor. The resignation or removal of the Company pursuant to the
        aforementioned sections shall not become effective until a successor shall
        be
        appointed pursuant to this Section 12.01 and shall in no event relieve the
        Company of the representations and warranties made pursuant to Sections 3.01
        and
        3.02 and the remedies available to the Purchaser under Sections 3.03, 3.04,
        3.05
        and 3.07, it being understood and agreed that the provisions of such Sections
        3.01, 3.02, 3.03, 3.04, 3.05 and 3.07 shall be applicable to the Company
        notwithstanding any such sale, assignment, resignation or termination of
        the
        Company, or the termination of this Agreement.

       

      Any
        successor appointed as provided herein shall execute, acknowledge and deliver
        to
        the Company and to the Purchaser an instrument accepting such appointment,
        wherein the successor shall make the representations and warranties set forth
        in
        Section 3.01, except for subsections (f), (h), (i) and (k) thereof, whereupon
        such successor shall become fully vested with all the rights, powers, duties,
        responsibilities, obligations and liabilities of the Company, with like effect
        as if originally named as a party to this Agreement. Any termination or
        resignation of the Company or termination of this Agreement pursuant to Section
        9.04, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser
        may
        have against the Company arising out of the Company’s actions or failure to act
        prior to any such termination or resignation.

       

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

       

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

       

      
        	Section
                12.02  	
                Amendment.

              


      

       

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

       

      
        	Section
                12.03  	
                Governing
                  Law.

              


      

       

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

       

      
        	Section
                12.04  	
                Duration
                  of Agreement.

              


      

       

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

       

      
        	Section
                12.05  	
                Notices.

              


      

       

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

       

      (i)  if
        to the
        Company:

      Countrywide
        Home Loans, Inc.,

      4500
        Park
        Grenada

      Calabasas,
        CA 91302

      Attention:
        David Spector

       

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

       

      (ii)  if
        to
        Purchaser:

      EMC
        Mortgage Corporation

      Mac
        Arthur Ridge II

      909
        Hidden Ridge Drive, Suite 200

      Irving,
        Texas 75014-1358

      Attention:
        Ralene Ruyle

       

      
        	Section
                12.06  	
                Severability
                  of Provisions.

              


      

       

      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be held invalid for any reason whatsoever, then such covenants,
        agreements, provisions or terms shall be deemed severable from the remaining
        covenants, agreements, provisions or terms of this Agreement and shall in
        no way
        affect the validity or enforceability of the other provisions of this
        Agreement.

       

      
        	Section
                12.07  	
                Relationship
                  of Parties.

              


      

       

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

       

      
        	Section
                12.08  	
                Execution;
                  Successors and Assigns.

              


      

       

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

       

      
        	Section
                12.09  	
                Recordation
                  of Assignments of Mortgage.

              


      

       

      To
        the
        extent permitted by applicable law, each of the Assignments of Mortgage is
        subject to recordation in all appropriate public offices for real property
        records in all the counties or other comparable jurisdictions in which any
        or
        all of the Mortgaged Properties are situated, and in any other appropriate
        public recording office or elsewhere, such recordation to be effected at
        the
        Company’s expense in the event recordation is either necessary under applicable
        law or requested by the Purchaser at its sole option accordance with Section
        14
        of the Purchase Agreement.

       

      
        	Section
                12.10  	
                Assignment
                  by Purchaser.

              


      

       

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

       

      
        	Section
                12.11  	
                No
                  Personal Solicitation.

              


      

      


      From
        and
        after the related Closing Date, the Company hereby agrees that it will not
        take
        any action or permit or cause any action to be taken by any of its agents
        or
        affiliates, or by any independent contractors or independent mortgage brokerage
        companies on the Company’s behalf, to personally, by telephone or mail, solicit
        the Mortgagor under any Mortgage Loan for the purpose of refinancing such
        Mortgage Loan; provided, that the Company may solicit any Mortgagor for whom
        the
        Company has received a request for verification of mortgage, a request for
        demand for payoff, a mortgagor initiated written or verbal communication
        indicating a desire to prepay the related Mortgage Loan, or the mortgagor
        initiates a title search, provided further, it is understood and agreed that
        promotions undertaken by the Company or any of its affiliates which (i) concern
        optional insurance products or other additional projects, (ii) are directed
        to
        the general public at large, including, without limitation, mass mailings
        based
        on commercially acquired mailing lists, newspaper, radio and television
        advertisements, (iii) are directed to mortgagors who have a specific type
        of
        mortgage (i.e., balloon Mortgage Loans, LIBOR Mortgage Loans, etc.) or (iv)
        directed to those mortgagors whose mortgages fall within specific interest
        rate
        ranges shall not constitute solicitation under this Section 12.11 nor is
        the
        Company prohibited from responding to unsolicited requests or inquiries made
        by
        a Mortgagor or an agent of a Mortgagor. Notwithstanding the foregoing, the
        following solicitations, if undertaken by the Company or any affiliate of
        the
        Company, shall not be prohibited under this Section 12.11: (i) solicitations
        that are directed to the general public at large, including, without limitation,
        mass mailings based on commercially acquired mailing lists and newspaper,
        radio,
        television and other mass media advertisements; (ii) borrower messages included
        on, and statement inserts provided with, the monthly statements sent to
        Mortgagors; provided, however, that similar messages and inserts are sent
        to the
        borrowers of other mortgage loans serviced by the Company.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

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

       

      
        	 	 	 
	 	EMC
                MORTGAGE
                CORPORATION
	 
 	 
 	 
 
	
              	By:  	
              
	 	Name:  	
                

                Ralene
                  Ruyle

              
	 	Title:	President


      

       

      
         

        
          	 	 	 
	 	COUNTRYWIDE
                  HOME
                  LOANS, INC.
	 
 	 
 	 
 
	
                	By:  	
                
	 	Name:  	
                  

                
	 	
                   

                  Title:

                	
                  
 
	 	 	
                  

                


        

         

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
                


              

            

          

        

         

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


        

      

       

      On
        the __
        day of ________, 200_ before me, a Notary Public in and for said State,
        personally appeared ________, known to me to be Vice President of EMC Mortgage
        Corporation, the federal savings association that executed the within instrument
        and also known to me to be the person who executed it on behalf of said
        corporation, and acknowledged to me that such corporation executed the within
        instrument.

       

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

       

      
        	 	 
	 	Notary Public
	 	 	 
	 	My
                Commission expires  	 


      

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

       

      
        	STATE OF	)
	 	) ss.:
	COUNTY OF __________	) 


      

       

      On
        the __
        day of _______, 200_ before me, a Notary Public in and for said State,
        personally appeared __________, known to me to be ______________ of Countrywide
        Home Loans, Inc. the corporation that executed the within instrument and
        also
        known to me to be the person who executed it on behalf of said corporation,
        and
        acknowledged to me that such corporation executed the within
        instrument.

       

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

      
         

        
          	 	 
	 	Notary Public
	 	 	 
	 	My
                  Commission expires  	 


        

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

      EXHIBIT
        A

       

      MORTGAGE
        LOAN SCHEDULE

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

       

      CONTENTS
        OF EACH MORTGAGE FILE

       

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

      

        
          	 	
                  1.

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

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  2.

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

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  3.

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

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  4.

                	
                  The
                    originals of all assumption, modification, consolidation or extension
                    agreements, with evidence of recording thereon.

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  5.

                	
                  The
                    original Assignment of Mortgage for each Mortgage Loan, in form
                    and
                    substance acceptable for recording, delivered in blank. If the
                    Mortgage
                    Loan was acquired by the Company in a merger, the Assignment
                    of Mortgage
                    must be made by “Countrywide Home Loans, Inc., successor by merger to
                    [name of predecessor].” If the Mortgage Loan was acquired or originated by
                    the Company while doing business under another name, the Assignment
                    of
                    Mortgage must be by “Countrywide Home Loans, Inc., formerly known as
                    [previous name].”

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  6.

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

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  7.

                	
                  The
                    original mortgagee policy of title insurance or attorney’s opinion of
                    title and abstract of title.

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  8.

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

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  9.

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

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  10.

                	
                  Residential
                    loan application.

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  11.

                	
                  Mortgage
                    Loan closing statement.

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  12.

                	
                  Verification
                    of employment and income.

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  13.

                	
                  Verification
                    of acceptable evidence of source and amount of
                    downpayment.

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  14.

                	
                  Credit
                    report on the Mortgagor.

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  15.

                	
                  Residential
                    appraisal report.

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  16.

                	
                  Photograph
                    of the Mortgaged Property.

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  17.

                	
                  Survey
                    of the Mortgaged Property.

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  18.

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

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  19.

                	
                  All
                    required disclosure statements.

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  20.

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

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  21.

                	
                  Sales
                    contract.

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  22.

                	
                  Tax
                    receipts, insurance premium receipts, ledger sheets, payment
                    history from
                    date of origination, insurance claim files, correspondence, current
                    and
                    historical computerized data files, and all other processing,
                    underwriting
                    and closing papers and records which are customarily contained
                    in a
                    mortgage loan file and which are required to document the Mortgage
                    Loan or
                    to service the Mortgage Loan.

                


        

      

       

      In
        the
        event an Officer’s Certificate of the Company is delivered to the Custodian
        because of a delay caused by the public recording office in returning any
        recorded document, the Company shall deliver to the Custodian, within 180
        days
        of the related Closing Date, an Officer’s Certificate which shall (i) identify
        the recorded document, (ii) state that the recorded document has not been
        delivered to the Custodian due solely to a delay caused by the public recording
        office, (iii) state the amount of time generally required by the applicable
        recording office to record and return a document submitted for recordation,
        and
        (iv) specify the date the applicable recorded document will be delivered
        to the
        Custodian. The Company shall be required to deliver to the Custodian the
        applicable recorded document by the date specified in (iv) above. An extension
        of the date specified in (iv) above may be requested from the Purchaser,
        which
        consent shall not be unreasonably withheld.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

       

      MORTGAGE
        LOAN DOCUMENTS

       

      The
        Mortgage Loan Documents for each Mortgage Loan shall include each of the
        following items, which shall be delivered to the Custodian pursuant to Section
        2.01 of the Seller’s Warranties and Servicing Agreement to which this Exhibit is
        annexed (the “Agreement”):

       

      (a)  the
        original Mortgage Note bearing all intervening endorsements, endorsed “Pay to
        the order of ___________, without recourse” and signed in the name of the
        Company by an authorized officer. To the extent that there is no room on
        the
        face of the Mortgage Note for endorsements, the endorsement may be contained
        on
        an allonge, if state law so allows. If the Mortgage Loan was acquired by
        the
        Company in a merger, the endorsement must be by “Countrywide Home Loans, Inc.,
        successor by merger to [name of predecessor].” If the Mortgage Loan was acquired
        or originated by the Company while doing business under another name, the
        endorsement must be by “Countrywide Home Loans, Inc., formerly known as
        [previous name]”;

       

      (b)  the
        original of any guarantee executed in connection with the Mortgage
        Note;

       

      (c)  the
        original Mortgage with evidence of recording thereon, and the original recorded
        power of attorney, if the Mortgage was executed pursuant to a power of attorney,
        with evidence of recording thereon;

       

      (d)  the
        originals of all assumption, modification, consolidation or extension
        agreements, with evidence of recording thereon;

       

      (e)  the
        original Assignment of Mortgage for each Mortgage Loan, in form and substance
        acceptable for recording, delivered in blank, or the original Assignment
        of
        Mortgage in recordable form into MERS. If the Mortgage Loan was acquired
        by the
        Company in a merger, the Assignment of Mortgage must be made by “Countrywide
        Home Loans, Inc., successor by merger to [name of predecessor].” If the Mortgage
        Loan was acquired or originated by the Company while doing business under
        another name, the Assignment of Mortgage must be by “Countrywide Home Loans,
        Inc., formerly known as [previous name];”

       

      (f)  the
        originals of all intervening assignments of mortgage with evidence of recording
        thereon, including warehousing assignments, if any;

       

      (g)  the
        original mortgagee title insurance policy;

       

      (h)  such
        other documents as the Purchaser may require.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        D-1


       

      CUSTODIAL
        ACCOUNT CERTIFICATION

       

      _____________________,
        200_

       

      Countrywide
        Home Loans, Inc. hereby certifies that it has established the account described
        below as a Custodial Account pursuant to Section 4.04 of the Seller’s Warranties
        and Servicing Agreement, dated as of September 1, 2002, Residential Adjustable
        Rate Mortgage Loans.

       

      Title
        of
        Account: Countrywide
        Home Loans, Inc. in trust for the Purchaser

       

      Account
        Number: _______________

       

      Address
        of office or branch

       

      of
        the
        Company at

      which
        Account is maintained:

      
        	 	 	
                
 
	 	 	
                
 
	 	 	
                
 
	 	 	
                
 
	 	 	 
	 	
                Countrywide
                  Home Loans, Inc.

                 

                Company

              
	 
 	 
 	 
 
	
              	By:  	 
	 	
                 

                Name:   

              	
                

              
	 	
                 

                Title:  

              	
                
 
	 	
              	
                

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        D-2


       

      CUSTODIAL
        ACCOUNT LETTER AGREEMENT

       

      _________________,
        200_

       

      
        	To:	 	 
	 	
                

              	 
	 	
                
  	 
	 	
                
(the
“Depository”)	 


      

       

      As
        Company under the Seller’s Warranties and Servicing Agreement, dated as of
        September 1, 2002, Residential Adjustable Rate Mortgage Loans (the “Agreement”),
        we hereby authorize and request you to establish an account, as a Custodial
        Account pursuant to Section 4.04 of the Agreement, to be designated as
“[Servicer] in trust for the Purchaser - Residential Adjustable Rate Mortgage
        Loans.” All deposits in the account shall be subject to withdrawal therefrom by
        order signed by the Company. You may refuse any deposit which would result
        in
        violation of the requirement that the account be fully insured as described
        below. This letter is submitted to you in duplicate. Please execute and return
        one original to us.

       

      
        
          	 	 	 
	 	
                  [COUNTRYWIDE
                    HOME LOANS, INC.]

                
	 
 	 
 	 
 
	
                	By:  	 
	 	
                   

                  Name:   

                	
                  

                
	 	
                   

                  Title:  

                	
                  
 
	 	
                   

                  Date: 

                	
                  

                
	 	
                	
                  

                


        

         

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



       

      The
        undersigned, as Depository, hereby certifies that the above described account
        has been established under Account Number __________, at the office of the
        Depository indicated above, and agrees to honor withdrawals on such account
        as
        provided above. The full amount deposited at any time in the account will
        be
        insured by the Federal Deposit Insurance Corporation through the Bank Insurance
        Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”).

      
         

        
          
            	 	 	 
	 	
                    Depository

                  
	 
 	 
 	 
 
	
                  	By:  	 
	 	
                     

                    Name:   

                  	
                    

                  
	 	
                     

                    Title:  

                  	
                    
 
	 	
                     

                    Date: 

                  	
                    

                  
	 	
                  	
                    

                  


          

           

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        E-1

      


      ESCROW
        ACCOUNT CERTIFICATION

       

      __________________,
        200_

       

      Countrywide
        Home Loans, Inc. hereby certifies that it has established the account described
        below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties
        and Servicing Agreement, dated as of September 1, 2002, Residential Adjustable
        Rate Mortgage Loans.

       

      Title
        of
        Account: “Countrywide
        Home Loans, Inc. in trust for the Purchaser and various
        Mortgagors.”

       

      Account
        Number: _______________

       

      Address
        of office or branch

       

      of
        the
        Company at

      which
        Account is maintained:

      
        
          	 	 	
                  
 
	 	 	
                  
 
	 	 	
                  
 
	 	 	
                  
 
	 	 	 
	 	
                  [COUNTRYWIDE
                    HOME LOANS, INC.]

                
	 
 	 
 	 
 
	
                	By:  	 
	 	
                   

                  Name:   

                	
                  

                
	 	
                   

                  Title:  

                	
                  
 
	 	
                	
                  

                


        

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

      

      EXHIBIT
        E-2

      


      ESCROW
        ACCOUNT LETTER AGREEMENT

       

      ___________________,
        200_

       

      
        
          	To:	 	 
	 	
                  

                	 
	 	
                  
  	 
	 	
                  
(the
“Depository”)	 


        

         

      

      As
        Company under the Seller’s Warranties and Servicing Agreement, dated as of
        September 1, 2002 Residential Adjustable Rate Mortgage Loans (the “Agreement”),
        we hereby authorize and request you to establish an account, as an Escrow
        Account pursuant to Section 4.07 of the Agreement, to be designated as
“[Servicer], in trust for the Purchaser - Residential Adjustable Rate Mortgage
        Loans.” All deposits in the account shall be subject to withdrawal therefrom by
        order signed by the Company. You may refuse any deposit which would result
        in
        violation of the requirement that the account be fully insured as described
        below. This letter is submitted to you in duplicate. Please execute and return
        one original to us.

      
         

        
          
            	 	 	 
	 	
                    [COUNTRYWIDE
                      HOME LOANS, INC.]

                  
	 
 	 
 	 
 
	
                  	By:  	 
	 	
                     

                    Name:   

                  	
                    

                  
	 	
                     

                    Title:  

                  	
                    
 
	 	
                     

                    Date: 

                  	
                    

                  
	 	
                  	
                    

                  


          

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      

       

      The
        undersigned, as Depository, hereby certifies that the above described account
        has been established under Account Number ______, at the office of the
        Depository indicated above, and agrees to honor withdrawals on such account
        as
        provided above. The full amount deposited at any time in the account will
        be
        insured by the Federal Deposit Insurance Corporation through the Bank Insurance
        Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”).

      
        
           

          
            
              	 	 	 
	 	
                      Depository

                    
	 
 	 
 	 
 
	
                    	By:  	 
	 	
                       

                      Name:   

                    	
                      

                    
	 	
                       

                      Title:  

                    	
                      
 
	 	
                       

                      Date: 

                    	
                      

                    
	 	
                    	
                      

                    


            

            

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

EXHIBIT
              F


          

        

      

       

      MONTHLY
        REMITTANCE ADVICE

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        G


       

      ASSIGNMENT
        AND ASSUMPTION

       

      _________________,
        200_

       

      ASSIGNMENT
        AND ASSUMPTION, dated __________, between __________________________________,
        a
        ___________________ corporation having an office at __________________
        (“Assignor”) and _________________________________, a __________________
        corporation having an office at __________________ (“Assignee”):

       

      For
        and
        in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
        consideration the receipt and sufficiency of which hereby are acknowledged,
        and
        of the mutual covenants herein contained, the parties hereto hereby agree
        as
        follows:

       

      
        1. The
          Assignor hereby grants, transfers and assigns to Assignee all of the right,
          title and interest of Assignor, as purchaser, in, to and under that certain
          Seller’s Warranties and Servicing Agreement, Residential Adjustable Rate
          Mortgage Loans (the “Seller’s Warranties and Servicing Agreement”), dated as of
          September 1, 2002, by and between EMC Mortgage Corporation (the “Purchaser”),
          and Countrywide Home Loans, Inc. (the “Company”), and the Mortgage Loans
          delivered thereunder by the Company to the Assignor.

         

        2. The
          Assignor warrants and represents to, and covenants with, the Assignee
          that:

         

        a. The
          Assignor is the lawful owner of the Mortgage Loans with the full right
          to
          transfer the Mortgage Loans free from any and all claims and encumbrances
          whatsoever;

         

        b. The
          Assignor has not received notice of, and has no knowledge of, any offsets,
          counterclaims or other defenses available to the Company with respect to
          the
          Seller’s Warranties and Servicing Agreement or the Mortgage Loans;

         

        c. The
          Assignor has not waived or agreed to any waiver under, or agreed to any
          amendment or other modification of, the Seller’s Warranties and Servicing
          Agreement, the Custodial Agreement or the Mortgage Loans, including without
          limitation the transfer of the servicing obligations under the Seller’s
          Warranties and Servicing Agreement. The Assignor has no knowledge of, and
          has
          not received notice of, any waivers under or amendments or other modifications
          of, or assignments of rights or obligations under, the Seller’s Warranties and
          Servicing Agreement or the Mortgage Loans; and

         

        d. Neither
          the Assignor nor anyone acting on its behalf has offered, transferred,
          pledged,
          sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage
          Loans or any other similar security to, or solicited any offer to buy or
          accept
          a transfer, pledge or other disposition of the Mortgage Loans, any interest
          in
          the Mortgage Loans or any other similar security from, or otherwise approached
          or negotiated with respect to the Mortgage Loans, any interest in the Mortgage
          Loans or any other similar security with, any person in any manner, or
          made any
          general solicitation by means of general advertising or in any other manner,
          or
          taken any other action which would constitute a distribution of the Mortgage
          Loans under the Securities Act of 1933 (the “33 Act”) or which would render the
          disposition of the Mortgage Loans a violation of Section 5 of the 33 Act
          or
          require registration pursuant thereto.

         

        3. The
          Assignee warrants and represents to, and covenants with, the Assignor and
          the
          Company that:

         

        a. The
          Assignee agrees to be bound, as Purchaser, by all of the terms, covenants
          and
          conditions of the Seller’s Warranties and Servicing Agreement, the Mortgage
          Loans and the Custodial Agreement, and from and after the date hereof,
          the
          Assignee assumes for the benefit of each of the Company and the Assignor
          all of
          the Assignor’s obligations as Purchaser thereunder;

         

        b. The
          Assignee understands that the Mortgage Loans have not been registered under
          the
          33 Act or the securities laws of any state;

         

        c. The
          purchase price being paid by the Assignee for the Mortgage Loans are in
          excess
          of $250,000 and will be paid by cash remittance of the full purchase price
          within 60 days of the sale;

         

        d. The
          Assignee is acquiring the Mortgage Loans for investment for its own account
          only
          and not for any other person. In this connection, neither the Assignee
          nor any
          Person authorized to act therefor has offered the Mortgage Loans by means
          of any
          general advertising or general solicitation within the meaning of Rule
          502(c) of
          U.S. Securities and Exchange Commission Regulation D, promulgated under
          the 1933
          Act;

         

        e. The
          Assignee considers itself a substantial, sophisticated institutional investor
          having such knowledge and experience in financial and business matters
          that it
          is capable of evaluating the merits and risks of investment in the Mortgage
          Loans;

         

        f. The
          Assignee has been furnished with all informa¬tion regarding the Mortgage Loans
          that it has requested from the Assignor or the Company;

         

        g. Neither
          the Assignee nor anyone acting on its behalf has offered, transferred,
          pledged,
          sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage
          Loans or any other similar security to, or solicited any offer to buy or
          accept
          a transfer, pledge or other disposition of the Mortgage Loans, any interest
          in
          the Mortgage Loans or any other similar security from, or otherwise approached
          or negotiated with respect to the Mortgage Loans, any interest in the Mortgage
          Loans or any other similar security with, any person in any manner which
          would
          constitute a distribution of the Mortgage Loans under the 33 Act or which
          would
          render the disposition of the Mortgage Loans a violation of Section 5 of
          the 33
          Act or require registration pursuant thereto, nor will it act, nor has
          it
          authorized or will it authorize any person to act, in such manner with
          respect
          to the Mortgage Loans; and

         

        h. Either:
          (1) the Assignee is not an employee benefit plan (“Plan”) within the meaning of
          section 3(3) of the Employee Retirement Income Security Act of 1974, as
          amended
          (“ERISA”) or a plan (also “Plan”) within the meaning of section 4975(e)(1) of
          the Internal Revenue Code of 1986 (“Code”), and the Assignee is not directly or
          indirectly purchasing the Mortgage Loans on behalf of, investment manager
          of, as
          named fiduciary of, as Trustee of, or with assets of, a Plan; or (2) the
          Assignee’s purchase of the Mortgage Loans will not result in a prohibited
          transaction under section 406 of ERISA or section 4975 of the Code.

         

        i. The
          Assignee’s address for purposes of all notices and correspondence related to the
          Mortgage Loans and the Seller’s Warranties and Servicing Agreement
          is:

      

      
        
          	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Attention:
	 	 


        

      

       

      The
        Assignee’s wire transfer instructions for purposes of all remittances and
        payments related to the Mortgage Loans and the Seller’s Warranties and Servicing
        Agreement are:

       

      
        
          
            	 	 	 	 
	 	 	 	 
	 	 	 	 


          

        

         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have caused this Assignment and Assumption to
        be
        executed by their duly authorized officers as of the date first above
        written.

      

        
          	 	 	 
	
                  Assignor

                	 	
                  Assignee

                
	 	 	 	 	 
	 	 	 	 	 
	
                  By:

                	 	 	
                  By: 

                	 
	
                  Its: 

                	 	 	
                  Its:

                	 


        

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        H


       

      UNDERWRITING
        GUIDELINES

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        I

       

      ACKNOWLEDGMENT
        AGREEMENT

       

      On
        this
        ____ day of ____________, 200_, EMC Mortgage Corporation, (the “Purchaser”) as
        the Purchaser under that certain Seller’s Warranties and Servicing Agreement
        dated as of September 1, 2002, (the “Agreement”), does hereby contract with
        Countrywide Home Loans Inc. (the “Company”) as Company under the Agreement, for
        the servicing responsibilities related to the Mortgage Loans listed on the
        related Mortgage Loan Schedule attached hereto. The Company hereby accepts
        the
        servicing responsibilities transferred hereby and on the date hereof assumes
        all
        servicing responsibilities related to the Mortgage Loans identified on the
        related Mortgage Loan Schedule all in accordance with the Agreement. The
        contents of each Servicing File required to be delivered to service the Mortgage
        Loans pursuant to the Agreement have been or shall be delivered to the Company
        by the Purchaser in accordance with the terms of the Agreement.

       

      With
        respect to the Mortgage Loans made subject to the Agreement hereby, the related
        Closing Date shall be ___________________. 

       

      All
        other
        terms and conditions of this transaction shall be governed by the
        Agreement.

       

      Capitalized
        terms used herein and not otherwise defined shall have the meanings set forth
        in
        the Agreement.

       

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

       

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

       

      
        	 	 	 
	 	
                PURCHASER:
                  

                EMC
                  MORTGAGE CORPORATION 

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                 

                Name:   

              	
                

              
	 	Title: 	
              


      

       

      
        
          	 	 	 
	 	
                  
                    SELLER:
                      

                    COUNTRYWIDE
                      HOME LOANS, INC. 

                  

                
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                   

                  Name:   

                	
                  

                
	 	Title: 	
                


        

         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      

        AMENDMENT
          NUMBER ONE

        to
          the

        SELLER’S
          WARRANTIES AND SERVICING AGREEMENT

        dated
          as
          of September 1, 2002

        by
          and
          between

        COUNTRYWIDE
          HOME LOANS, INC.

        Company,

        and

        EMC
          MORTGAGE CORPORATION

        Purchaser

        


        This
          AMENDMENT NUMBER
          ONE is
          made this 1st
          day of
          January, 2003, by and between COUNTRYWIDE HOME LOANS, INC.,
          having
          an
          address at 4500 Park Granada, Calabasas, California 91302 (the “Company”) and
          EMC MORTGAGE CORPORATION, having an address at Mac Arthur Ridge II, 909
          Hidden
          Ridge Drive, Suite 200, Irving, Texas 75014-1358 (the “Purchaser”), to the
          Seller’s Warranties and Servicing Agreement, dated as of September 1, 2002, by
          and between the Company and the Purchaser (the “Agreement”).

        


        RECITALS

        


        WHEREAS,
          the Company and the Purchaser have agreed to amend the Agreement as set
          forth
          herein.

        


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

        


        SECTION
          1. Amendments.
          Effective as of January 1, 2003, the Agreement is hereby modified by making
          the
          following additions, deletions or modifications:

         

        
          	A)  	
                  All
                    references to “Residential Adjustable Rate Mortgage Loans” are hereby
                    deleted in their entirety and replaced with “Residential Fixed and
                    Adjustable Rate Mortgage Loans” in the following sections: (i) the cover
                    page, (ii) Section 4.04, (iii) Section 4.06, (iv) Exhibit D-1,
                    (v) Exhibit
                    D-2, (vi) Exhibit E-1, (vii) Exhibit E-2, and (viii) Exhibit
                    G.

                


        

        


        
          	B)  	
                  The
                    references to “adjustable rate” are hereby deleted and replaced with
                    “fixed and adjustable rate” in the following sections: (i) the
                    introductory sentence of the Agreement, and (ii) Section 3.01(i).
                    

                


        

        


        
          	C)  	
                  The
                    definition of “Convertible Mortgage Loan” is hereby deleted in its
                    entirety.

                


        

        


        
          	D)  	
                  The
                    definition of “5/1 ARM Mortgage Loan” is hereby deleted in its
                    entirety.

                


        

         

        
          	E)  	
                  The
                    definition of “Gross Margin” is hereby modified by deleting it in its
                    entirety and replacing it with the
                    following:

                


        

         

        Gross
          Margin:
          With
          respect to each adjustable rate Mortgage Loan, the fixed percentage amount
          set
          forth on the related Mortgage Note, which amount is added to the Index
          in
          accordance with the terms of the related Mortgage Note to determine on
          each
          Interest Rate Adjustment Date, the Mortgage Interest Rate for such Mortgage
          Loan.

        


        
          	F)  	
                  The
                    definition of “Index” is hereby modified by deleting it in its entirety
                    and replacing it with the
                    following:

                


        

        


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

        


        
          	G)  	
                  The
                    definition of “Initial Rate Cap” is hereby modified by deleting it in its
                    entirety and replacing it with the
                    following:

                


        

         

        Initial
          Rate Cap:
          With
          respect to each adjustable rate Mortgage Loan and the initial Interest
          Rate
          Adjustment Date therefor, a number of percentage points per annum that
          is set
          forth in the related Mortgage Loan Schedule and in the related Mortgage
          Note,
          which is the maximum amount by which the Mortgage Interest Rate for such
          adjustable rate Mortgage Loan may increase or decrease from the Mortgage
          Interest Rate in effect immediately prior to such Interest Rate Adjustment
          Date.

         

        
          	H)  	
                  The
                    definition of “LIBOR Mortgage Loan” is hereby deleted in its
                    entirety.

                


        

        


        
          	I)  	
                  The
                    definition of “Lifetime Mortgage Interest Rate Cap” is hereby modified by
                    deleting it in its entirety and replacing it with the
                    following:

                


        

         

        Lifetime
          Mortgage Interest Rate Cap:
          With respect to each adjustable rate Mortgage Loan, the absolute maximum
          Mortgage Interest Rate payable, above which the Mortgage Interest Rate
          cannot be
          adjusted. 

         

        
          	J)  	
                  The
                    definition of “Mortgage Interest Rate” is hereby modified by deleting it
                    in its entirety and replacing it with the
                    following:

                


        

         

        Mortgage
          Interest Rate:
          The
          annual rate at which Interest accrues on any Mortgage Loan, and with respect
          to
          adjustable rate Mortgage Loans, the annual rate at which Interest accrues
          as
          adjusted from time to time in accordance with the provisions of the related
          Mortgage Note and in compliance with the related Initial Rate Cap, Lifetime
          Mortgage Interest Rate Cap and Periodic Rate Cap, if any, of the related
          Mortgage Note.

         

        
          	K)  	
                  The
                    definition of “Mortgage Loan” is hereby modified by deleting it in its
                    entirety and replacing it with the
                    following:

                


        

        


        Mortgage
          Loan:
          An
          individual fixed or adjustable rate Mortgage
          Loan which is the subject of this Agreement, each Mortgage Loan originally
          sold
          and subject to this Agreement being identified on the Mortgage Loan Schedule,
          which Mortgage Loan includes without limitation the Mortgage File, the
          Monthly
          Payments, Principal Prepayments, Liquidation Proceeds, condemnation proceeds,
          Insurance Proceeds, REO disposition proceeds, and all other rights, benefits,
          proceeds and obligations arising from or in connection with such Mortgage
          Loan.

        


        
          	L)  	
                  The
                    definition of “Non-Convertible Mortgage Loan” is hereby deleted in its
                    entirety.

                


        

        


        
          	M)  	
                  The
                    definition of “Servicing Fee Rate” is hereby modified by deleting it in
                    its entirety and replacing it with the
                    following:

                


        

        


        Servicing
          Fee Rate:
          (i)
          0.25% per annum with respect to fixed rate Mortgage Loans and certain adjustable
          rate Mortgage Loans as specified on the Mortgage Loan Schedule, (ii) 0.375%
          per
          annum with respect to certain adjustable rate Mortgage Loans as specified
          on the
          Mortgage Loan Schedule, and (iii) 0.25% with respect to certain adjustable
          rate
          Mortgage Loans for the period prior to the initial Interest Rate Adjustment
          Date
          and 0.375% for the period following the initial Interest Rate Adjustment
          Date as
          specified in the Mortgage Loan Schedule.

        


        
          	N)  	
                  The
                    definition of “7/1 ARM Mortgage Loan” is hereby deleted in its
                    entirety.

                


        

        


        
          	O)  	
                  The
                    definition of “10/1 ARM Mortgage Loan” is hereby deleted in its
                    entirety.

                


        

        


        
          	P)  	
                  The
                    definition of “3/1 ARM Mortgage Loan” is hereby deleted in its
                    entirety.

                


        

        


        
          	Q)  	
                  The
                    definition of “Treasury Rate Mortgage Loan” is hereby deleted in its
                    entirety.

                


        

        


        
          	R)  	
                  Section
                    3.01(c) is hereby modified by deleting the subpart in its entirety
                    and
                    replacing it with the following:

                


        

         

        
          	(c)  	
                  No
                    Conflicts; No Default.
                    Neither the execution and delivery of this Agreement, the acquisition
                    of
                    the Mortgage Loans by the Company, the sale of the Mortgage Loans
                    to the
                    Purchaser or the transactions contemplated hereby, nor the fulfillment
                    of
                    or compliance with the terms and conditions of this Agreement,
                    will
                    conflict with or result in a breach of any of the terms, conditions
                    or
                    provisions of the Company’s charter or by-laws or any legal restriction or
                    any agreement or instrument to which the Company is now a party
                    or by
                    which it is bound, or constitute a default or result in an acceleration
                    under any of the foregoing, or result in the violation of any
                    law, rule,
                    regulation, order, judgment or decree to which the Company or
                    its property
                    is subject, or impair the ability of the Purchaser to realize
                    on the
                    Mortgage Loans, or impair the value of the Mortgage Loans. The
                    Company is
                    not in default, and has received no notice of default, under
                    this
                    Agreement;

                


        

         

        
          	S)  	
                  Section
                    3.01(d) is hereby modified by deleting the subpart in its entirety
                    and
                    replacing it with the following:

                


        

         

        
          	(d)  	
                  Ability
                    to Service.
                    The Company is an approved seller/servicer of conventional residential
                    mortgage loans for the United States Department of Housing and
                    Urban
                    Development (“HUD”), Fannie Mae, Freddie Mac, or any successor thereto,
                    with the facilities, procedures, and experienced personnel necessary
                    for
                    the sound servicing of mortgage loans of the same type as the
                    Mortgage
                    Loans. The Company is in good standing to sell mortgage loans
                    to and
                    service mortgage loans for HUD, Fannie Mae or Freddie Mac, and
                    no event
                    has occurred, including but not limited to a change in insurance
                    coverage,
                    which would make the Company unable to comply with HUD, Fannie
                    Mae or
                    Freddie Mac eligibility requirements or which would require notification
                    to either HUD, Fannie Mae or Freddie
                    Mac;

                


        

        


        T) The
          following shall be inserted as the last sentence of Section
          3.02(f):

         

        “To
          the
          best of Company’s knowledge, the Mortgaged Property is free of material
          damage;”

        


        
          	U)  	
                  The
                    first sentence of Section 3.02(k) is hereby modified by deleting
                    the
                    sentence in its entirety and replacing it with the
                    following:

                


        

         

        
          	(k)  	
                  Validity
                    of Mortgage Documents.
                    The Mortgage Note and the Mortgage are genuine, on forms generally
                    acceptable to Fannie Mae and Freddie Mac, and each is the legal,
                    valid and
                    binding obligation of the maker thereof enforceable in accordance
                    with its
                    terms. 

                


        

         

        
          	V)  	
                  The
                    following shall be inserted as the last sentence of Section
                    3.02(m):

                


        

        


        “Upon
          recordation of the Mortgage Note, Purchaser or its designee will be the
          owner of
          record of the Mortgage and the indebtedness evidenced by the Mortgage Note.
          Upon
          the sale of the Mortgage Loans, Purchaser will own such Mortgage Loans
          free and
          clear of any encumbrance, equity, participation interest, pledge, change,
          claim
          or security interest.”

        


        
          	W)  	
                  Section
                    3.02(t) is hereby modified by deleting the subpart in its entirety
                    and
                    replacing it with the following:

                


        

         

        
          
            	(t)  	
                    Origination;
                      Payment Terms.
                      The Mortgage Loan was originated by either i) the Company,
                      which is a
                      FNMA-approved, FHLMC-approved and HUD-approved mortgage banker,
                      or ii) an
                      entity that is a FNMA-approved, FHLMC-approved and HUD-approved
                      mortgage
                      banker, or a savings and loan association, a savings bank,
                      a commercial
                      bank or similar banking institution which is supervised and
                      examined by a
                      Federal or state authority. The Mortgage Interest Rate for
                      an adjustable
                      rate Mortgage Loan is adjusted as set forth in the related
                      Mortgage Note.
                      The Mortgage Note is payable each month in monthly installments
                      of
                      principal and interest, with interest in arrears, and requires
                      Monthly
                      Payments sufficient to amortize the original principal balance
                      of the
                      Mortgage Loan over a term of no more than 30 years. Each convertible
                      Mortgage Loan contains a provision whereby the Mortgagor is
                      permitted to
                      convert the Mortgage Loan to a fixed-rate mortgage loan. No
                      Mortgage Loan
                      has a provision for negative
                      amortization;

                  


          

        

         

        
          	X)  	
                  Section
                    3.05 is hereby modified
                    by deleting the section in its entirety and replacing it with
                    the
                    following:

                


        

         

        Section
          3.05  Repurchase
          Upon Conversion.

        


        In
          the
          event the Mortgagor under any convertible Mortgage Loan elects to convert
          said
          Mortgage Loan to a fixed rate mortgage loan, as provided in the related
          Mortgage
          Note, then the Company shall repurchase the related Mortgage Loan in the
          month
          the conversion takes place and in the manner prescribed in Section 3.04
          at the
          Repurchase Price.

        


        
          	Y)  	
                  The
                    following shall be inserted as the last sentence of Section
                    9.01:

                


        

        


        “All
          indemnification provisions of this Agreement, including but not limited
          to those
          set forth in this Section 9.01, shall survive the termination of this
          Agreement.”

        


        SECTION
          2. Defined
          Terms.
          Any
          terms capitalized but not otherwise defined herein shall have the respective
          meanings set forth in the Agreement.

         

        SECTION
          3. Governing
          Law.
          THIS
          AMENDMENT NUMBER ONE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
          THE STATE
          OF NEW YORK (INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
          LAW)
          AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL
          BE
          DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS
          DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK
          GENERAL OBLIGATIONS LAW).

        


        SECTION
          4. Counterparts.
          This
          Amendment Number One may be executed by each of the parties hereto on any
          number
          of separate counterparts, each of which shall be an original and all of
          which
          taken together shall constitute one and the same instrument.

        


        SECTION
          5. Limited
          Effect.
          Except
          as amended hereby, the Agreement shall continue in full force and effect
          in
          accordance with its terms. Reference to this Amendment Number One need
          not be
          made in the Agreement or any other instrument or document executed in connection
          therewith, or in any certificate, letter or communication issued or made
          pursuant to, or with respect to, the Agreement, any reference in any of
          such
          items to the Agreement being sufficient to refer to the Agreement as amended
          hereby.

        


        [SIGNATURE
          PAGE FOLLOWS]


        


        IN
          WITNESS WHEREOF, the Company and the Purchaser have caused this Amendment
          Number
          One to be executed and delivered by their duly authorized officers as of
          the day
          and year first above written.

         

        
          	 	 	 	 	 	 	 	
                  COUNTRYWIDE
                    HOME LOANS, INC.

                  (Company)

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                   

                
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


        
          	 	 	 	 	 	 	 	
                  EMC
                    MORTGAGE CORPORATION

                  (Purchaser)

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                   

                
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

      

       

      
        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

       

      
        This
          AMENDMENT No. 2 (the “Amendment”) is made this 1st
          day of
          September, 2004, by and between EMC Mortgage Corporation (the “Purchaser”) and
          Countrywide Home Loans, Inc. (the “Company”), to the Seller’s Warranties and
          Servicing Agreement dated as of September 1, 2002 (the “SWS Agreement”), by and
          between the Purchaser and the Company.

         

        WHEREAS,
          the Purchaser and the Company desire to amend the SWS Agreement as set
          forth
          herein.

         

        NOW,
          THEREFORE, for good and valuable consideration, the receipt and sufficiency
          of
          which are hereby acknowledged, the parties hereto hereby agrees as
          follows:

         

        SECTION
          1.           Defined
          Terms.
          Unless
          otherwise amended by the terms of this Amendment, terms used in this Amendment
          shall have the meanings assigned in the SWS Agreement.

         

        SECTION
          2.           Amendment.
          Effective as of September 1, 2004 the SWS Agreement is hereby amended as
          follows:

         

        (a)           The
          following definition of Qualified Depository is modified by adding the
          word
“fully” to it and now reads as follows:

         

        Qualified
          Depository:
          A
          depository the accounts of which are fully insured by the FDIC through
          BIF or
          SAIF or the debt obligations of which are rated AA (or the equivalent rating
          category) or better by a national recognized statistical rating
          organization.

         

        (b)           The
          following definition is added to Article I of the SWS Agreement:

         

        Master
          Servicer:
          Wells
          Fargo Bank, National Association, or its successors in interest.

         

        (c)           The
          definition of Business Day is deleted in its entirety and replaced with
          the
          following:

         

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

         

        (d)           Clause
          (d) of Section 3.01 of the SWS Agreement is deleted in its entirety and
          replaced
          with the following:

         

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

         

        (e)           Section
          3.02(oo) of the SWS Agreement is hereby deleted in its entirety and replaced
          with the following:

         

        
          	 	
                  (oo)

                	
                  No
                    HOEPA or “High Cost” Loans.
                    No Mortgage Loan is classified as a “high cost” mortgage loan under the
                    Home Ownership and Equity Protection Act of 1994, as amended,
                    nor is any
                    Mortgage Loan a “high cost home,” “covered,” “high risk home” or
                    “predatory” loan under any applicable state, federal or local law (or a
                    similarly classified loan using different terminology under a
                    law imposing
                    heightened regulatory scrutiny or additional legal liability
                    for
                    residential mortgage loans having high interest rates, points
                    and/or fees)
                    or any other statute or regulation providing assignee liability
                    to holders
                    of such mortgage loans.

                


        

         

        (f)           
          The
          following representations and warranties are added to Section 3.02 of the
          SWS
          Agreement:

         

        
          	 	
                  (xx)

                	
                  No
                    Mortgage Loan originated on or after October 1, 2002 through
                    March 6, 2003
                    is secured by Mortgaged Property located in the State of
                    Georgia;

                


        

         

        
          	 	
                  (yy)

                	
                  No
                    Mortgage Loan originated on or after March 7, 2003 is a “high cost home
                    loan” as defined under the Georgia Fair Lending
                    Act;

                


        

         

        
          	 	
                  (zz)

                	
                  With
                    respect to each Mortgage Loan, accurate and complete information
                    regarding
                    the borrower credit files related to such Mortgage Loan has been
                    furnished
                    on a monthly basis to credit reporting agencies in compliance
                    with the
                    provisions of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and
                    the applicable implementing
                    regulations.

                


        

         

        (g)           The
          following shall be added as the second sentence of the third paragraph
          of
          Section 4.01 of the SWS Agreement:

         

        In
          addition, the Company shall furnish information regarding the borrower
          credit
          files related to such Mortgage Loan to credit reporting agencies in compliance
          with the provisions of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.,
          and the applicable implementing regulations, on a monthly basis.

         

        (h)           Section
          6.04 of the SWS Agreement is deleted in its entirety and replaced with
          the
          following:

         

        Section
          6.04     Annual
          Statement as to Compliance.

         

        The
          Company will deliver to the Master Servicer on or before March 15 of each
          year,
          beginning with March 15, 2005 an Officer’s Certificate in a form acceptable for
          filing with the Securities and Exchange Commission as an exhibit to a Form
          10-K
          stating that (i) a review of the activities of the Company during the preceding
          calendar year and of performance under this Agreement has been made under
          such
          officer’s supervision, (ii) the Company has fully complied with the servicing
          provisions of this Agreement and (iii) to the best of such officer’s knowledge,
          based on such review, the Company has fulfilled all of its obligations
          under
          this Agreement throughout such year, or, if there has been a default in
          the
          fulfillment of any such obligation, specifying each such default known
          to such
          officer and the nature and status thereof. (“Annual Statement of
          Compliance”)

         

        (i)           Section
          6.05 of the SWS Agreement is deleted in its entirety and replaced with
          the
          following:

         

        Section
          6.05     Annual
          Independent Certified Public Accountants’ Servicing Report.

         

        On
          or
          before March 15 of each year, beginning with March 15, 2005, the Company
          at its
          expense shall cause a firm of independent public accountants which is a
          member
          of the American Institute of Certified Public Accountants to furnish a
          statement
          to the Master Servicer in a form acceptable for filing with the Securities
          and
          Exchange Commission as an exhibit to a Form 10-K to the effect that such
          firm
          has examined certain documents and records relating to the servicing of
          mortgage
          loans by the Company generally that include a sampling of the Mortgage
          Loans,
          the provisions of Article II and Article IV of this Agreement have been
          complied
          with and, on the basis of such an examination conducted substantially in
          accordance with the Uniform Single Attestation Program for Mortgage Bankers,
          such servicing has been conducted in compliance with this Agreement, except
          for
          (i) such exceptions as such firm shall believe to be immaterial, and (ii)
          such
          other exceptions as shall be set forth in such statement. (“Annual Independent
          Public Accountant’s Servicing Report”)

         

        (j)           The
          following is added as Section 6.07 of the SWS Agreement:

         

        Section
          6.07     Annual
          Certification.

         

        (a)           For
          so
          long as (1) the Mortgage Loans are being master serviced by the Master
          Servicer
          and (2) the Master Servicer is required by Section 302 of the Sarbanes-Oxley
          Act
          of 2002 to provide an annual certification, by March 15th of each year,
          beginning with March 15, 2005 (or if not a Business Day, the immediately
          preceding Business Day), an officer of the Company shall execute and deliver
          an
          Officer’s Certificate to the Master Servicer for the benefit of such Master
          Servicer and its officers, directors and affiliates, certifying as to the
          following matters:

         

        (i)           Based
          on
          my knowledge, the information in the Annual Statement of Compliance, the
          Annual
          Independent Public Accountant’s Servicing Report and all servicing reports,
          officer’s certificates and other information relating to the servicing of the
          Mortgage Loans submitted to the Master Servicer taken as a whole, does
          not
          contain any untrue statement of a material fact or omit to state a material
          fact
          necessary to make the statements made, in light of the circumstances under
          which
          such statements were made, not misleading as of the last day of the period
          covered by such statements or reports;

         

        (ii)          Based
          on
          my knowledge, the servicing information required to be provided to the
          Master
          Servicer by the Company under this Servicing Agreement has been provided
          to the
          Master Servicer;

         

        (iii)         I
          am
          responsible for reviewing the activities performed by the Company under
          the
          Servicing Agreement and based upon my knowledge and the review required
          by this
          Servicing Agreement, and except as disclosed in the Annual Statement of
          Compliance or the Annual Independent Public Accountant’s Servicing Report
          submitted to the Master Servicer, the Servicer has, as of the last day
          of the
          period covered by the Annual Statement of Compliance, fulfilled its obligations
          under this Servicing Agreement; and

         

        (iv)         I
          have
          disclosed to the Master Servicer all significant deficiencies relating
          to the
          Company’s compliance with the minimum servicing standards in accordance with a
          review conducted in compliance with the Uniform Single Attestation Program
          for
          Mortgage Bankers or similar standard as set forth in the Servicing
          Agreement.

         

        (b)          The
          Company shall indemnify and hold harmless the Master Servicer and its officers,
          directors, agents and affiliates from and against any losses, damages,
          penalties, fines, forfeitures, reasonable legal fees and related costs,
          judgments and other costs and expenses arising out of or based upon a breach
          by
          the Company or any of its officers, directors, agents or affiliates of
          its
          obligations under this Section 6.07 or the negligence, bad faith or willful
          misconduct of the Company in connection therewith. If the indemnification
          provided for herein is unavailable in whole or in part for any reason,
          then the
          Company agrees that it shall contribute to the amount paid or payable by
          the
          Master Servicer as a result of the losses, claims, damages or liabilities
          of the
          Master Servicer in such proportion as is appropriate to reflect the relative
          fault of the Company, in connection with a breach of the Company’s obligations
          under this Section 6.07 or the Company’s negligence, bad faith or willful
          misconduct in connection therewith.

         

        (k)           Section
          10.01 is hereby modified by adding the word “or” at the end of clause (ix)
          thereof and inserting the following as clause (x):

         

        (x)           failure
          by the Company to duly perform, within the required time period, its obligations
          under Section 6.04, 6.05 or 6.07 which failure continues unremedied for
          a period
          of ten (10) days after the date on which written notice of such failure,
          requiring the same to be remedied, shall have been given to the Company
          by any
          party to this Servicing Agreement or by any master servicer responsible
          for
          master servicing the Mortgage Loans pursuant to a securitization of such
          Mortgage Loans.

         

        (l)           Section
          12.03 of the SWS Agreement is deleted in its entirety and replaced with
          the
          following:

         

        Section
          12.03     Governing
          Law.

         

        This
          Agreement shall be governed by and construed in accordance with the laws
          of the
          State of New York without giving effect to principles of conflicts of laws
          and
          except to the extent preempted by Federal law and the obligations, rights
          and
          remedies of the parties hereunder shall be determined in accordance with
          such
          laws.

         

        SECTION
          3.      Effect
          of Amendment.
          Upon
          execution of this Amendment, the SWS Agreement shall be, and be deemed
          to be,
          modified and amended in accordance herewith and the respective rights,
          limitations, obligations, duties, liabilities and immunities of the Purchaser
          and the Company shall hereafter be determined, exercised and enforced subject
          in
          all respects to such modifications and amendments, and all the terms and
          conditions of this Amendment shall be deemed to be part of the terms and
          conditions of the SWS Agreement for any and all purposes. Except as modified
          and
          expressly amended by this Amendment, the SWS Agreement is in all respects
          ratified and confirmed, and all the terms, provisions and conditions thereof
          shall be and remain in full force and effect.

         

        SECTION
          4.      Binding
          Effect.
          The
          provisions of this Amendment shall be binding upon and inure to the benefit
          of
          the respective successors and assigns of the parties hereto, and all such
          provisions shall inure to the benefit of the Purchaser and the
          Company.

         

        SECTION
          5.      Severability
          of Provisions.
          If any
          one or more of the provisions or terms of this Amendment shall be for any
          reason
          whatsoever held invalid, then such provisions or terms shall be deemed
          severable
          from the remaining provisions or terms of this Amendment and shall in no
          way
          affect the validity or enforceability of the other provisions or terms
          of this
          Amendment.

         

        SECTION
          6.       Section
          Headings.
          The
          section headings herein are for convenience of reference only, and shall
          not
          limit or otherwise affect the meaning hereof.

         

        SECTION
          7.      Execution
          in Counterparts. This
          Amendment may be executed by the parties hereto in several counterparts,
          each of
          which shall be executed by the parties hereto and be deemed an original
          and all
          of which shall constitute together by one and the same agreement.

         

        SECTION
          8.      Governing
          Law. THIS
          AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
          NEW
          YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS,
          RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
          WITH THE LAWS OF THE STATE OF NEW YORK.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF, the parties have caused this Amendment to the SWS Agreement
          to
          be executed by their respective officers thereunto duly authorized as of
          the day
          and year first above written.

         

        
          	 	 	 
	 	EMC
                  MORTGAGE
                  CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                  

                
	 	Title:	
                  

                
	 	 	
                  
 


        

         

        
          	 	 	 
	 	COUNTRYWIDE
                  HOME
                  LOANS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                  

                
	 	Title:	
                  

                
	 	
                	
                  
 


        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        This
          AMENDMENT No. 3 (the “Amendment”) is made this 1st
          day of
          May, 2005, by and between EMC Mortgage Corporation (the “Purchaser”) and
          Countrywide Home Loans, Inc. (the “Company”), to the Seller’s Warranties and
          Servicing Agreement dated as of September 1, 2002 (the “SWS Agreement”), by and
          between the Purchaser and the Company.

         

        WHEREAS,
          the Purchaser and the Company desire to amend the SWS Agreement as set
          forth
          herein.

         

        NOW,
          THEREFORE, for good and valuable consideration, the receipt and sufficiency
          of
          which are hereby acknowledged, the parties hereto hereby agrees as
          follows:

         

        SECTION
          1.          Defined
          Terms.
          Unless
          otherwise amended by the terms of this Amendment, terms used in this Amendment
          shall have the meanings assigned in the SWS Agreement.

         

        SECTION
          2.          Amendment.
          Effective as of May 1, 2005 the SWS Agreement is hereby amended as
          follows:

         

        (a)          
          The
          following representation and warranty is added to Section 3.02 of the SWS
          Agreement:

         

        
          	 	
                  (aaa)

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

                


        

         

        SECTION
          3. Effect
          of Amendment.
          Upon
          execution of this Amendment, the SWS Agreement shall be, and be deemed
          to be,
          modified and amended in accordance herewith and the respective rights,
          limitations, obligations, duties, liabilities and immunities of the Purchaser
          and the Company shall hereafter be determined, exercised and enforced subject
          in
          all respects to such modifications and amendments, and all the terms and
          conditions of this Amendment shall be deemed to be part of the terms and
          conditions of the SWS Agreement for any and all purposes. Except as modified
          and
          expressly amended by this Amendment, the SWS Agreement is in all respects
          ratified and confirmed, and all the terms, provisions and conditions thereof
          shall be and remain in full force and effect.

         

        SECTION
          4. Binding
          Effect.
          The
          provisions of this Amendment shall be binding upon and inure to the benefit
          of
          the respective successors and assigns of the parties hereto, and all such
          provisions shall inure to the benefit of the Purchaser and the
          Company.

         

        SECTION
          5. Severability
          of Provisions.
          If any
          one or more of the provisions or terms of this Amendment shall be for any
          reason
          whatsoever held invalid, then such provisions or terms shall be deemed
          severable
          from the remaining provisions or terms of this Amendment and shall in no
          way
          affect the validity or enforceability of the other provisions or terms
          of this
          Amendment.

         

        SECTION
          6. Section
          Headings.
          The
          section headings herein are for convenience of reference only, and shall
          not
          limit or otherwise affect the meaning hereof.

         

        SECTION
          7. Execution
          in Counterparts. This
          Amendment may be executed by the parties hereto in several counterparts,
          each of
          which shall be executed by the parties hereto and be deemed an original
          and all
          of which shall constitute together by one and the same agreement.

         

        SECTION
          8.  Governing
          Law. THIS
          AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
          NEW
          YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS,
          RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
          WITH THE LAWS OF THE STATE OF NEW YORK.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF, the parties have caused this Amendment to the SWS Agreement
          to
          be executed by their respective officers thereunto duly authorized as of
          the day
          and year first above written.

        
           

          
            	 	 	 
	 	EMC
                    MORTGAGE
                    CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                    

                  
	 	Title:	
                    

                  
	 	 	
                    
 


          

           

          
            	 	 	 
	 	COUNTRYWIDE
                    HOME
                    LOANS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                    

                  
	 	Title:	
                    

                  
	 	
                  	
                    
 


          

        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      

        EXECUTION
          VERSION

        AMENDMENT
          REG AB

        TO
          THE
          MASTER MORTGAGE LOAN PURCHASEAND SERVICING AGREEMENT

        


         

        This
          is
          Amendment Reg AB (“Amendment
          Reg AB”),
          dated
          as of January 1, 2006, by and between EMC Mortgage Corporation (the
“Purchaser”), and
          Countrywide Home Loans, Inc. (the “Company”)
          to
          that certain Seller’s Warranties and Servicing Agreement dated as of September
          1, 2002 by and between the Company and the Purchaser (as amended, modified
          or
          supplemented, the “Existing
          Agreement”).

         

        W
          I T N E
          S S E T H

         

        WHEREAS,
          the Company and the Purchaser have agreed, subject to the terms and conditions
          of this Amendment Reg AB that the Existing Agreement be amended to reflect
          agreed upon revisions to the terms of the Existing Agreement.

         

        Accordingly,
          the Company and the Purchaser hereby agree, in consideration of the mutual
          premises and mutual obligations set forth herein, that the Existing Agreement
          is
          hereby amended as follows:

        


        1. Capitalized
          terms used herein but not otherwise defined shall have the meanings set
          forth in
          the Existing Agreement. The Existing Agreement is hereby amended by adding
          the
          following definitions in their proper alphabetical order:

        


        Commission:
          The
          United States Securities and Exchange Commission.

        


        Company
          Information:
          As
          defined in Section 2(g)(i)(A)(1).

        


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

        


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

        


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

        


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

        


        Reconstitution:
          Any
          Securitization Transaction or Whole Loan Transfer.

        


        Reconstitution
          Agreement:
          An
          agreement or agreements entered into by the Company and the Purchaser and/or
          certain third parties in connection with a Reconstitution with respect
          to any or
          all of the Mortgage Loans serviced under the Agreement.

        


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

        


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

        


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

        


        Servicer:
          As
          defined in Section 2(c)(iii).

        


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

        


        Static
          Pool Information:
          Static
          pool information as described in Item 1105 of Regulation AB.

        


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

        


        Subservicer:
          Any
          Person that services Mortgage Loans on behalf of the Company or any Subservicer
          and is responsible for the performance (whether directly or through Subservicers
          or Subcontractors) of a substantial portion of the material servicing functions
          required to be performed by the Company under this Agreement or any
          Reconstitution Agreement that are identified in Item 1122(d) of Regulation
          AB;
          provided, however, that the term “Subservicer” shall not include any master
          servicer other than the Company, or any special servicer engaged at the
          request
          of a Depositor, Purchaser or investor in a Securitization Transaction,
          nor any
“back-up servicer” or trustee performing servicing functions on behalf of a
          Securitization Transaction engaged at the request of a Depositor, Purchaser,
          or
          investor in a Securitization Transaction.

        


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

        


        Whole
          Loan Transfer:
          Any
          sale or transfer of some or all of the Mortgage Loans, other than a
          Securitization Transaction.

        


        2. The
          Purchaser and the Company agree that the Existing Agreement is hereby amended
          by
          adding the following provisions:

        


        (a) Intent
          of the Parties; Reasonableness.

        


        The
          Purchaser and the Company acknowledge and agree that the purpose of Article
          2 of
          this Agreement is to facilitate compliance by the Purchaser and any Depositor
          with the provisions of Regulation AB and related rules and regulations
          of the
          Commission. Neither the Purchaser nor any Depositor shall exercise its
          right to
          request delivery of information or other performance under these provisions
          other than in good faith, or for purposes other than compliance with the
          Securities Act, the Exchange Act and the rules and regulations of the Commission
          thereunder. Although Regulation AB is applicable by its terms only to offerings
          of asset-backed securities that are registered under the Securities Act,
          the
          parties acknowledges that investors in privately offered securities may
          require
          that the Purchaser or any Depositor provide comparable disclosure in
          unregistered offerings. The parties agree over time to negotiate in good
          faith
          with respect to the provision of comparable disclosure in private offerings.
          The
          Company acknowledges that interpretations of the requirements of Regulation
          AB
          may change over time, whether due to interpretive guidance provided by
          the
          Commission or its staff. The Company agrees to negotiate in good faith
          with the
          Purchaser or any Depositor with regard to any reasonable requests for delivery
          of information under these provisions on the basis of evolving interpretations
          of Regulation AB. In connection
          with any Securitization Transaction, the Company shall cooperate fully
          with the
          Purchaser to deliver to the Purchaser (including any of its assignees or
          designees) and any Depositor, any and all statements, reports, certifications,
          records and any other information necessary to permit the Purchaser or
          such
          Depositor to comply with the provisions of Regulation AB, together with
          such
          disclosures relating to the Company, and any parties or items identified
          in
          writing by the Purchaser, including, any Subservicer, any Third-Party Originator
          and the Mortgage Loans, or the servicing of the Mortgage Loans necessary
          in
          order to effect such compliance, in the Purchaser’s or Depositor’s reasonable
          determination. 

        


        The
          Purchaser agrees that it will cooperate with the Company and provide sufficient
          and timely notice of any information requirements pertaining to a Securitization
          Transaction. The Purchaser will make all reasonable efforts to limit requests
          for information, reports or any other materials to items the Purchaser
          reasonably believes is required for compliance with Regulation AB, and
          shall not
          request information which is not required for such compliance.

        


        (b) Additional
          Representations and Warranties of the Company.

        


        (i) The
          Company shall be deemed to represent to the Purchaser and to any Depositor,
          as
          of the date on which information is first provided to the Purchaser or
          any
          Depositor under Section 2(c) that, except as disclosed in writing to the
          Purchaser or such Depositor prior to such date: (i)
          the Company is not aware and has not received notice that any default,
          early
          amortization or other performance triggering event has occurred as to any
          other
          securitization due to any act or failure to act of the Company; (ii)
the
          Company has not been terminated as servicer in a residential mortgage loan
          securitization, either due to a servicing default or to application of
          a
          servicing performance test or trigger; (iii) no
          material noncompliance
          with the applicable servicing criteria with respect to other securitizations
          of
          residential mortgage loans involving the Company as servicer
          has been disclosed or reported by the Company; (iv) no material
          changes to the Company’s policies or procedures with respect to the servicing
          function it will perform under this Agreement and any Reconstitution Agreement
          for mortgage loans of a type similar to the Mortgage Loans
          have occurred during the three-year period immediately preceding the related
          Securitization Transaction; (v) there are no aspects of the Company’s financial
          condition that could have a material adverse effect on the performance
          by
the
          Company of its servicing obligations under this Agreement or any Reconstitution
          Agreement;
          (vi) there are no material
          legal or governmental proceedings pending (or known to be contemplated)
          against
          the Company, any Subservicer or any Third-Party Originator;
          and (vii) there are no affiliations, relationships or transactions relating
          to
          the Company, any Subservicer or any Third-Party Originator with respect
          to any
          Securitization Transaction and any party thereto identified by the related
          Depositor of a type described in Item 1119 of Regulation AB.

        


        (ii) If
          so requested by the Purchaser or any Depositor on any date following
the
          date
          on which information is first provided to the Purchaser or any Depositor
          under
          Section 2(c),
          the Company shall, within five Business Days following such request, confirm
          in
          writing the accuracy of the representations and warranties set forth in
          paragraph (i) of this Section or, if any such representation and warranty
          is not
          accurate as of the date of such request, provide reasonably adequate disclosure
          of the pertinent facts, in writing, to the requesting party.

        


        (c) Information
          to Be Provided by the Company.

        


        In
          connection with any Securitization Transaction the Company shall (1) within
          five
          Business Days following request by the Purchaser or any Depositor, provide
          to
          the Purchaser and such Depositor (or, as applicable, cause each Third-Party
          Originator and each Subservicer to provide), in writing reasonably required
          for
          compliance with Regulation AB, the information and materials specified
          in
          paragraphs (i), (ii), (iii) and (vi) of this Section 2(c), and (2) as promptly
          as practicable following notice to or discovery by the Company, provide
          to the
          Purchaser and any Depositor (as required by Regulation AB) the information
          specified in paragraph (iv) of this Section.

        


        (i) If
          so
          requested by the Purchaser or any Depositor, the Company shall provide
          such
          information regarding (x) the Company, as originator of the Mortgage Loans
          (including as an acquirer of Mortgage Loans from a Qualified Correspondent,
          if
          applicable), or (y) as applicable, each Third-Party Originator, and (z)
          as
          applicable, each Subservicer, as is requested for the purpose of compliance
          with
          Items 1103(a)(1), 1105 (subject to paragraph (b) below), 1110, 1117 and
          1119 of
          Regulation AB. Such information shall include, at a minimum:

        


        (A) the
          originator’s form of organization;

        


        (B) to
          the
          extent material, a description of the originator’s origination program and how
          long the originator has been engaged in originating residential mortgage
          loans,
          which description shall include a discussion of the originator’s experience in
          originating mortgage loans of a similar type as the Mortgage Loans; if
          material,
          information regarding the size and composition of the originator’s origination
          portfolio; and information that may be material to an analysis of the
          performance of the Mortgage Loans, including the originators’ credit-granting or
          underwriting criteria for mortgage loans of similar type(s) as the Mortgage
          Loans and such other information as the Purchaser or any Depositor may
          reasonably request for the purpose of compliance with Item 1110(b)(2) of
          Regulation AB;

        


        (C) a
          brief
          description of any material legal or governmental proceedings pending (or
          known
          to be contemplated by a governmental authority) against the Company, each
          Third-Party Originator, if applicable, and each Subservicer; and 

        


        (D) a
          description of any affiliation or relationship between the Company, each
          Third-Party Originator, if applicable, each Subservicer and any of the
          following
          parties to a Securitization Transaction, as such parties are identified
          to the
          Company by the Purchaser or any Depositor in writing or in the related
          Reconstitution Agreement within five Business Days in advance of such
          Securitization Transaction:

        


        
          	 	
                  (1)

                	
                  the
                    sponsor;

                
	 	
                  (2)

                	
                  the
                    depositor;

                
	 	
                  (3)

                	
                  the
                    issuing entity;

                
	 	
                  (4)

                	
                  any
                    servicer;

                
	 	
                  (5)

                	
                  any
                    trustee;

                
	 	
                  (6)

                	
                  any
                    originator;

                
	 	
                  (7)

                	
                  any
                    significant obligor;

                
	 	
                  (8)

                	
                  any
                    enhancement or support provider; and

                
	 	
                  (9)

                	
                  any
                    other material transaction party.

                


        

        


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

        


        Promptly
          following notice or discovery of a material error (as determined in Company’s
          sole discretion), in Static Pool Information provided pursuant to the
          immediately preceding paragraph (including an omission to include therein
          information required to be provided pursuant to such paragraph), the Company
          shall provide corrected Static Pool Information to the Purchaser or any
          Depositor, as applicable, in the same format in which Static Pool Information
          was previously provided to such party by the Company.

        


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

        


        (iii) If
          reasonably requested by the Purchaser or any Depositor, the Company shall
          provide such information regarding the Company, as servicer of the Mortgage
          Loans, and each Subservicer (each of the Company and each Subservicer,
          for
          purposes of this paragraph, a “Servicer”), as is reasonably requested for the
          purpose of compliance with Item 1108 of Regulation AB. Such information
          shall
          include, at a minimum:

        


        (A) the
          Servicer’s form of organization;

         

        (B) a
          description of how long the Servicer has been servicing residential mortgage
          loans; a general discussion of the Servicer’s experience in servicing assets of
          any type as well as a more detailed discussion of the Servicer’s experience in,
          and procedures for, the servicing function it will perform under this Agreement
          and any Reconstitution Agreements; information regarding the size, composition
          and growth of the Servicer’s portfolio of residential mortgage loans of a type
          similar to the Mortgage Loans and information on factors related to the
          Servicer
          that may be material, in the reasonable determination of the Purchaser
          or any
          Depositor, to any analysis of the servicing of the Mortgage Loans or the
          related
          asset-backed securities, as applicable, including, without
          limitation:

         

        (1) whether
          any prior securitizations of mortgage loans of a type similar to the Mortgage
          Loans involving the Servicer have defaulted or experienced an early amortization
          or other performance triggering event because of servicing during the three-year
          period immediately preceding the related Securitization
          Transaction;

        (2) the
          extent of outsourcing the Servicer utilizes;

        (3) whether
          there has been previous disclosure of material noncompliance with the applicable
          servicing criteria with respect to other securitizations of residential
          mortgage
          loans involving the Servicer as a servicer during the three-year period
          immediately preceding the related Securitization Transaction;

        (4) whether
          the Servicer has been terminated as servicer in a residential mortgage
          loan
          securitization, either due to a servicing default or to application of
          a
          servicing performance test or trigger; and

        (5) such
          other information as the Purchaser or any Depositor may reasonably request
          for
          the purpose of compliance with Item 1108(b)(2) of Regulation AB;

         

        (C) a
          description of any material changes during the three-year period immediately
          preceding the related Securitization Transaction to the Servicer’s policies or
          procedures with respect to the servicing function it will perform under
          this
          Agreement and any Reconstitution Agreements for mortgage loans of a type
          similar
          to the Mortgage Loans;

         

        (D) information
          regarding the Servicer’s financial condition, to the extent that there is a
          material risk that an adverse financial event or circumstance involving
          the
          Servicer could have a material adverse effect on the performance by the
          Company
          of its servicing obligations under this Agreement or any Reconstitution
          Agreement;

         

        (E) information
          regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s
          overall servicing portfolio of residential mortgage loans for the three-year
          period immediately preceding the related Securitization Transaction, which
          may
          be limited to a statement by an authorized officer of the Servicer to the
          effect
          that the Servicer has made all advances required to be made on residential
          mortgage loans serviced by it during such period, or, if such statement
          would
          not be accurate, information regarding the percentage and type of advances
          not
          made as required, and the reasons for such failure to advance;

         

        (F) a
          description of the Servicer’s processes and procedures designed to address any
          special or unique factors involved in servicing loans of a similar type
          as the
          Mortgage Loans;

        


        (G) a
          description of the Servicer’s processes for handling delinquencies, losses,
          bankruptcies and recoveries, such as through liquidation of mortgaged
          properties, sale of defaulted mortgage loans or workouts; and

        


        (H) information
          as to how the Servicer defines or determines delinquencies and charge-offs,
          including the effect of any grace period, re-aging, restructuring, partial
          payments considered current or other practices with respect to delinquency
          and
          loss experience.

        


        (iv) For
          the
          purpose of satisfying its reporting obligation under the Exchange Act with
          respect to any class of asset-backed securities, the Company shall (or
          shall
          cause each Subservicer and, if applicable, any Third-Party Originator to)
          (a)
          provide notice within two (2) Business Days to the Purchaser, any Master
          Servicer and any Depositor in writing of (1) any merger, consolidation
          or sale
          of substantially all of the assets of the Company, (2) the Company’s entry into
          an agreement with a Subservicer to perform or assist in the performance
          of any
          of the Company’s obligations under the Agreement or any Reconstitution Agreement
          that qualifies as an “entry into a material definitive agreement” under Item
          1.01 of the form 8-K, and (b) provide prompt notice to the Purchaser, the
          Master
          Servicer and the Depositor of (1) any Event of Default under the terms
          of the
          Agreement or any Reconstitution Agreement to the extent not known by such
          Purchaser, Master Servicer or Depositor, and (2) any material litigation
          or
          governmental proceedings involving the Company, any Subservicer or any
          Third
          Party Originator.

        


        (v) To
          the
          extent the Purchaser or any Depositor does not itself have an affiliation
          or
          relationship required to be disclosed under Item 1119 of Regulation AB
          that
          develops following the closing date of a Securitization Transaction, the
          Company
          shall provide to the Purchaser and any Depositor a description of any such
          affiliation or relationship involving the Company, any Subservicer or any
          Third-Party Originator no later than 15 calendar days prior to the date
          the
          Depositor is required to file its Form 10-K disclosing such affiliation
          or
          relationship. For purposes of the foregoing, the Company (1) shall be entitled
          to assume that the parties to the Securitization Transaction with whom
          affiliations or relations must be disclosed are the same as on the closing
          date
          if it provides a written request (which may be by e-mail) to the Depositor
          or
          Master Servicer, as applicable, requesting such confirmation and either
          obtains
          such confirmation or receives no response within three (3) Business Days,
          (2)
          shall not be obligated to disclose any affiliations or relationships that
          may
          develop after the closing date for the Securitization Transaction with
          any
          parties not identified to the Company pursuant to clause (D) of paragraph
          (i) of
          this Section 2(c), and (3) shall be entitled to rely upon any written
          identification of parties provided by the Depositor, the Purchaser or any
          master
          servicer.

        


        


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

        


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

         

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

         

        (b) material
          breaches of Mortgage Loan representations or warranties or transaction
          covenants
          under the Existing Agreement, as amended herein (Item 1121(a)(12) of Regulation
          AB): and 

         

        (c) information
          regarding any Mortgage Loan changes (such as, additions, substitutions
          or
          repurchases) and any
          material changes in origination, underwriting, or other criteria for acquisition
          or selection of pool assets (Item 1121(a)(14) of Regulation AB).

        


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

        


        (d) Servicer
          Compliance Statement.

        


        On
          or
          before March 5 of each calendar year, commencing in 2007, the Company shall
          deliver to the Purchaser and any Depositor a statement of compliance addressed
          to the Purchaser and such Depositor and signed by an authorized officer
          of the
          Company, to the effect that (i) a review of the Company’s servicing activities
          during the immediately preceding calendar year (or applicable portion thereof)
          and of its performance under the servicing provisions of this Agreement
          and any
          applicable Reconstitution Agreement during such period has been made under
          such
          officer’s supervision, and (ii) to the best of such officers’ knowledge, based
          on such review, the Company has fulfilled all of its servicing obligations
          under
          this Agreement and any applicable Reconstitution Agreement in all material
          respects throughout such calendar year (or applicable portion thereof)
          or, if
          there has been a failure to fulfill any such obligation in any material
          respect,
          specifically identifying each such failure known to such officer and the
          nature
          and the status thereof.

        


        (e) Report
          on Assessment of Compliance and Attestation.

        


        (i) On
          or
          before March 5 of each calendar year, commencing in 2007, the Company
          shall:

        


        (A) deliver
          to the Purchaser and any Depositor a report regarding the Company’s assessment
          of compliance with the Servicing Criteria during the immediately preceding
          calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange
          Act and
          Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser
          and
          such Depositor and signed by an authorized officer of the Company, and
          shall
          address each of the applicable Servicing Criteria specified on a certification
          substantially in the form of Exhibit A hereto (wherein “investor” shall mean the
          Master Servicer) delivered to the Purchaser concurrently with the execution
          of
          this Agreement;

        


        (B) deliver
          to the Purchaser and any Depositor a report of a registered public accounting
          firm that attests to, and reports on, the assessment of compliance made
          by the
          Company and delivered pursuant to the preceding paragraph. Such attestation
          shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation
          S-X under
          the Securities Act and the Exchange Act;

        


        (C) if
          required by Regulation AB, cause each Subservicer and each Subcontractor
          determined by the Company pursuant to Section 2(f)(ii) to be “participating in
          the servicing function” within the meaning of Item 1122 of Regulation AB (each,
          a “Participating Entity”), to deliver to the Purchaser and any Depositor an
          assessment of compliance and accountants’ attestation as and when provided in
          paragraphs (A) and (B) of this Section 2(e)(i); and

        


        (D) deliver
          or, if required by Regulation AB, cause each Subservicer and Subcontractor
          described in Section 2(e)(i)(C) above to deliver to the Purchaser, Depositor
          or
          any other Person that will be responsible for signing the certification
          (a
“Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the
          Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
          on
          behalf of an asset-backed issuer with respect to a Securitization Transaction
          a
          certification, signed by the appropriate officer of the Company, in the
          form
          attached hereto as Exhibit B; provided that such certification delivered
          by the
          Company may not be filed as an exhibit to, or included in, any filing with
          the
          Commission.

        


        The
          Company acknowledges that the party identified in clause (i)(D) above may
          rely
          on the certification provided by the Company pursuant to such clause in
          signing
          a Sarbanes Certification and filing such with the Commission. Neither the
          Purchaser nor any Depositor will request deliver of a certification under
          clause
          (D) above unless the Purchaser, Depositor or any other Person is required
          under
          the Exchange Act to file an annual report on Form 10-K with respect to
          an
          issuing entity whose asset pool includes Mortgage Loans.

        


        (ii) Each
          assessment of compliance provided by a Subservicer pursuant to Section
          2(e)(i)(A) shall address each of the applicable Servicing Criteria specified
          on
          a certification substantially in the form of Exhibit A hereto delivered
          to the
          Purchaser concurrently with the execution of this Agreement or, in the
          case of a
          Subservicer subsequently appointed as such, on or prior to the date of
          such
          appointment. An assessment of compliance provided by a Participating Entity
          pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing
          Criteria other than those specified by the Company pursuant to Section
          2(f).

        


        (iii) If
          reasonably requested by the Purchaser or any Depositor, the Company shall
          provide to the Purchaser, any Master Servicer or any Depositor, evidence
          of the
          authorization of the person signing any certification or statement pursuant
          to
          Section 2(d) or 2(e) of this Agreement.

        


        (f) Use
          of
          Subservicers and Subcontractors.

        


        The
          Company shall not hire or otherwise utilize the services of any Subservicer
          to
          fulfill any of the obligations of the Company as servicer under this Agreement
          or any related Reconstitution Agreement unless the Company complies with
          the
          provisions of paragraph (i) of this Subsection (f). The Company shall not
          hire
          or otherwise utilize the services of any Subcontractor, and shall not permit
          any
          Subservicer to hire or otherwise utilize the services of any Subcontractor,
          to
          fulfill any of the obligations of the Company as servicer under this Agreement
          or any related Reconstitution Agreement unless the Company complies with
          the
          provisions of paragraph (ii) of this Subsection (f).

        


        (i) It
          shall
          not be necessary for the Company to seek the consent of the Purchaser or
          any
          Depositor to the utilization of any Subservicer. If required by Regulation
          AB,
          the Company shall cause any Subservicer used by the Company (or by any
          Subservicer) for the benefit of the Purchaser and any Depositor to comply
          with
          the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v),
          2(d),
          and 2(e) of this Agreement , and to provide the information required with
          respect to such Subservicer under Section 2(c)(iv) of this Agreement. The
          Company shall be responsible for obtaining from each Subservicer and delivering
          to the Purchaser and any Depositor any servicer compliance statement required
          to
          be delivered by such Subservicer under Section 2(d), any assessment of
          compliance and attestation required to be delivered by such Subservicer
          under
          Section 2(e) and any certification required to be delivered to the Person
          that
          will be responsible for signing the Sarbanes Certification under Section
          2(e) as
          and when required to be delivered.

        


        (ii) It
          shall
          not be necessary for the Company to seek the consent of the Purchaser or
          any
          Depositor to the utilization of any Subcontractor. If required by Regulation
          AB,
          the Company shall promptly upon request provide to the Purchaser and any
          Depositor (or any designee of the Depositor, such as a master servicer
          or
          administrator) a written description of the role and function of each
          Subcontractor utilized by the Company or any Subservicer, specifying (A)
          the
          identity of each such Subcontractor, (B) which (if any) of such Subcontractors
          are Participating Entities, and (C) which elements of the Servicing Criteria
          will be addressed in assessments of compliance provided by each Participating
          Entity identified pursuant to clause (B) of this paragraph.

        


        The
          Company shall cause any such Participating Entity used by the Company (or
          by any
          Subservicer) for the benefit of the Purchaser and any Depositor to comply
          with
          the provisions of Section 2(e) of this Agreement. The Company shall be
          responsible for obtaining from each Participating Entity and delivering
          to the
          Purchaser and any Depositor any assessment of compliance and attestation
          and
          certificate required to be delivered by such Participating Entity under
          Section
          2(e), in each case as and when required to be delivered.

        


        (g) Indemnification;
          Remedies.
          

        


        (i) The
          Company
          shall
          indemnify the Purchaser and each of the following parties participating
          in a Securitization Transaction: each
          sponsor and issuing entity; each Person responsible for the execution or
          filing
          of any report required to be filed with the Commission with respect to
          such
          Securitization Transaction, or for execution of a certification pursuant
          to Rule
          13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
          Securitization Transaction; each Person who controls any of such parties
          (within
          the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
          Act);
          and the
          respective present and former directors, officers and employees of each
          of the
          foregoing and of the Depositor, and shall hold each of them harmless from
          and
          against any losses, damages, penalties, fines, forfeitures, legal fees
          and
          expenses and related costs, judgments, and any other costs, fees and expenses
          that any of them may sustain arising out of or based upon:

        


        (A)(1) any
          untrue statement of a material fact contained or alleged to be contained
          in
any
          written information, written report, certification or other material
          provided
under
          this Amendment Reg AB
          by or on
          behalf of the Company,
          or provided under this Amendment Reg AB by or on behalf of any Subservicer,
          Participating Entity or, if applicable, Third-Party Originator (collectively,
          the “Company Information”),
          or (2)
          the omission or alleged omission to state in the Company Information a
          material
          fact required to be stated in the Company Information or necessary in order
          to
          make the statements therein, in the light of the circumstances under which
          they
          were made, not misleading; provided,
          by way of clarification,
          that
          clause (2) of this paragraph shall be construed solely by reference to
          the
          Company Information and not to any other information communicated in connection
          with a sale or purchase of securities, without regard to whether the Company
          Information or any portion thereof is presented together with or separately
          from
          such other information;

        


        (B) any
          failure by the Company, any Subservicer, any Participating Entity or any
          Third-Party
          Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Amendment Reg
          AB,
          including any failure by the Company to identify pursuant to Section 2(f)(ii)
          any Participating Entity; or

        


        (C) any
          breach by the Company of a representation or warranty set forth in Section
          2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made
          as of a
          date prior to the closing date of the related Securitization Transaction,
          to the
          extent that such breach is not cured by such closing date, or any breach
          by the
          Company of a representation or warranty in a writing furnished pursuant
          to
          Section 2(b)(ii) to the extent made as of a date subsequent to such closing
          date.

        


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

        


        (ii) (A) Any
          failure by the Company, any Subservicer, any Participating Entity or any
          Third-Party
          Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Amendment Reg
          AB ,
          which continues unremedied for three Business Days after receipt by the
          Company
          and the applicable Subservicer, Subcontractor, or Third-Party Originator
          of
          written notice of such failure from the Purchaser or Depositor shall, except
          as
          provided in clause (B) of this paragraph, constitute an Event of Default
          with
          respect to the Company under this Agreement and any applicable Reconstitution
          Agreement, and shall entitle the Purchaser or Depositor, as applicable,
          in its
          sole discretion to terminate the rights and obligations of the Company
          as
          servicer under this Agreement and/or any applicable Reconstitution Agreement
          related thereto without payment (notwithstanding anything in this Agreement
          or
          any applicable Reconstitution Agreement related thereto to the contrary)
          of any
          compensation to the Company (and if the Company is servicing any of the
          Mortgage
          Loans in a Securitization Transaction, appoint a successor servicer reasonably
          acceptable to any Master Servicer for such Securitization Transaction);
          provided,
          however
          it is
          understood that the Company shall retain any rights pursuant to which it
          may be
          entitled to receive reimbursement for unreimbursed Monthly Advances and
          Servicing Advances made by the Company under this Agreement and/or any
          applicable Reconstitution Agreement. Notwithstanding anything to the contrary
          set forth herein, to the extent that any provision of this Agreement and/or
          any
          applicable Reconstitution Agreement expressly provides for the survival
          of
          certain rights or obligations following termination of the Company as servicer,
          such provision shall be given effect.

        


        (B) Any
          failure by the Company, any Subservicer or any Participating Entity to
          deliver any information, report, certification or accountants’ letter required
          under Regulation AB when and as required under Section 2(d) or 2(e), including
          any failure by the Company to identify a Participating Entity, which continues
          unremedied for ten calendar days after the date on which such information,
          report, certification or accountants’ letter was required to be delivered shall
          constitute an Event of Default with respect to the Company under this Agreement
          and any applicable Reconstitution Agreement, and shall entitle the Purchaser
          or
          Depositor, as applicable, in its sole discretion to terminate the rights
          and
          obligations of the Company as servicer under this Agreement and/or any
          applicable Reconstitution Agreement without payment (notwithstanding anything
          in
          this Agreement to the contrary) of any compensation to the Company; provided, however
          it is
          understood that the Company shall retain any rights pursuant to which it
          may be
          entitled to receive reimbursement for unreimbursed Monthly Advances and
          Servicing Advances made by the Company under this Agreement and/or any
          applicable Reconstitution Agreement. Notwithstanding anything to the contrary
          set forth herein, to the extent that any provision of this Agreement and/or
          any
          applicable Reconstitution Agreement expressly provides for the survival
          of
          certain rights or obligations following termination of the Company as servicer,
          such provision shall be given effect.

        


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

        


        (iii) The
          Purchaser agrees to indemnify and hold harmless the Company, any Subservicer,
          any Participating Entity, and, if applicable, any Third-Party Originator,
          each
          Person who controls any of such parties (within
          the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
          Act), and the
          respective present and former directors, officers and employees of each
          of the
          foregoing from and against any losses, damages, penalties, fines, forfeitures,
          legal fees and expenses and related costs, judgments, and any other costs,
          fees
          and expenses that any of them may sustain arising out of or based upon
          any
          untrue statement or alleged untrue statement of any material fact contained
          in
          any filing with the Commission with respect to a Securitization Transaction
          or
          the omission or alleged omission to state in any filing with the Commission
          with
          respect to a Securitization Transaction
          a
          material fact required to be stated or necessary to be stated in order
          to make
          the statements therein, in the light of the circumstances under which they
          were
          made, not misleading,
          in each
          case to the extent, but only to the extent, that such untrue statement,
          alleged
          untrue statement, omission, or alleged omission relates to any filing with
          the
          Commission with respect to a Securitization Transaction other than the
          Company
          Information.

        


        (iv) If
          the
          indemnification provided for herein is unavailable or insufficient to hold
          harmless the indemnified party, then the indemnifying party agrees that
          it shall
          contribute to the amount paid or payable by such indemnified party as a
          result
          of any claims, losses, damages or liabilities uncured by such indemnified
          party
          in such proportion as is appropriate to reflect the relative fault of such
          indemnified party on the one hand and the indemnifying party on the
          other.

        


        (v) This
          indemnification shall survive the termination of this Amendment Reg AB
          or the
          termination of any party to this Amendment Reg AB.

        


        3.  Notwithstanding
          any other provision of this Amendment Reg AB, the Company shall seek the
          consent
          of the Purchaser for the utilization of all Subservicers and Participating
          Entities, when required by and in accordance with the terms of the Existing
          Agreement.

         

        4.  The
          Existing Agreement is hereby amended by adding the Exhibits attached hereto
          as
          Exhibit A and Exhibit B to the end thereto. References in this Amendment
          Reg AB
          to “this Agreement” or words of similar import (including indirect references to
          the Agreement) shall be deemed to be references to the Existing Agreement
          as
          amended by this Amendment Reg AB. Except as expressly amended and modified
          by
          this Amendment Reg AB, the Agreement shall continue to be, and shall remain,
          in
          full force and effect in accordance with its terms. In the event of a conflict
          between this Amendment Reg AB and any other document or agreement, including
          without limitation the Existing Agreement, this Amendment Reg AB shall
          control.

         

        5. All
          notification pursuant to Section 2(c)(iv) should be sent to:

        


        EMC
          Mortgage Corporation

        2780
          Lake
          Vista Drive

        Lewisville,
          TX 75067-3884

        Attention:
          Conduit Seller Approval Dept.

        Facsimile:
          (214) 626-3751

        Email:
          sellerapproval@bear.com

        


        With
          a
          copy to:

        


        Bear,
          Stearns & Co. Inc.

        383
          Madison Avenue, 3rd Floor

        New,
          York, NY 10179

        Attention:
          Global Credit Administration

        Facsimile:
          (212) 272-6564

        


        All
          notification pursuant to Section 2(c)(iv)(4) should be sent to:

        


        EMC
          Mortgage Corporation

        Two
          Mac
          Arthur Ridge

        909
          Hidden Ridge Drive, Suite 200

        Irving,
          TX 75038

        Attention:
          Associate General Counsel for Loan Administration

        Facsimile:
          (972) 831-2555

        


        With
          copies to:

        


        Bear,
          Stearns & Co. Inc.

        383
          Madison Avenue, 3rd Floor

        New,
          York, NY 10179

        Attention:
          Global Credit Administration

        Facsimile:
          (212) 272-6564

        


        EMC
          Mortgage Corporation

        2780
          Lake
          Vista Drive

        Lewisville,
          TX 75067-3884

        Attention:
          Conduit Seller Approval Dept.

        Facsimile:
          (214) 626-3751

        Email:
          sellerapproval@bear.com

        


        All
          notifications to any Master Servicer, to the extent such “Master Servicer” is
          Wells Fargo, should be sent to:

        


        UPS/FedEx
          Delivery: 

        


        9062
          Old
          Annapolis Road

        Columbia,
          MD 21045

        Attention:
          Corporate Trust Group, [Insert Deal Name]

        


        USPS
          Delivery: 

        


        P.O.
          Box
          98

        Columbia,
          MD 21046

        Attention:
          Corporate Trust Group, [Insert Deal Name]

         

        6. This
          Amendment Reg AB shall be governed by and construed in accordance with
          the laws
          of the State of New York without reference to its conflict of laws provisions
          (other than Section 5-1401 of the General Obligation Law), and the obligations,
          rights and remedies of the parties hereunder shall be determined accordance
          with
          such laws.

         

        7. This
          Amendment Reg AB may be executed in one or more counterparts and by different
          parties hereto on separate counterparts, each of which, when so executed,
          shall
          constitute one and the same agreement. This Amendment Reg AB will become
          effective as of the date first mentioned above. This
          Amendment Reg AB shall bind and inure to the benefit of and be enforceable
          by
          the Company and the Purchaser and the respective permitted successors and
          assigns of the Company and the successors and assigns of the
          Purchaser.

         

         

        


         

        [Signature
          Page Follows]


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        



         

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

         

        
          	
                  EMC
                    MORTGAGE CORPORATION

                   

                  Purchaser

                
	 	 
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 
	 
	 
	
                  COUNTRYWIDE
                    HOME LOANS, INC.

                   

                  Company

                
	 	 
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

         

        


         

         

        


         

        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        



        EXHIBIT
          A

        


        SERVICING
          CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

        


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

        


        
          	
                  Servicing
                    Criteria 

                	
                  Applicable
                    Servicing Criteria

                
	
                  Reference

                	
                  Criteria

                	
                   

                
	
                   

                	
                  General
                    Servicing Considerations

                	
                   

                
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.

                	
                  X

                
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the mortgage loans are maintained.

                	 
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements.

                	
                  X

                
	
                   

                	
                  Cash
                    Collection and Administration

                	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on mortgage loans are deposited into the appropriate custodial
                    bank
                    accounts and related bank clearing accounts no more than two
                    business days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel.

                	
                  X

                
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of overcollateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange
                    Act.

                	
                  X

                
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	
                  X

                
	
                  1122(d)(2)(vii)

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements.

                	
                  X

                
	
                   

                	
                  Investor
                    Remittances and Reporting

                	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of mortgage loans serviced by the
                    Servicer.

                	
                  X

                
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank
                    statements.

                	
                  X

                
	
                   

                	
                  Pool
                    Asset Administration

                	 
	
                  1122(d)(4)(i)

                	
                  Collateral
                    or security on mortgage loans is maintained as required by the
                    transaction
                    agreements or related mortgage loan documents.

                	
                  X

                
	
                  1122(d)(4)(ii)

                	
                  Mortgage
                    loan and related documents are safeguarded as required by the
                    transaction
                    agreements

                	
                  X

                
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on mortgage loans, including any payoffs, made in accordance
                    with the
                    related mortgage loan documents are posted to the Servicer’s obligor
                    records maintained no more than two business days after receipt,
                    or such
                    other number of days specified in the transaction agreements,
                    and
                    allocated to principal, interest or other items (e.g., escrow)
                    in
                    accordance with the related mortgage loan documents.

                	
                  X

                
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the mortgage loans agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal
                    balance.

                	
                  X

                
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor's mortgage
                    loans (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents.

                	
                  X

                
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a mortgage
                    loan is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent mortgage loans including,
                    for example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).

                	
                  X

                
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for mortgage loans with
                    variable
                    rates are computed based on the related mortgage loan
                    documents.

                	
                  X

                
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s mortgage loan
                    documents, on at least an annual basis, or such other period
                    specified in
                    the transaction agreements; (B) interest on such funds is paid,
                    or
                    credited, to obligors in accordance with applicable mortgage
                    loan
                    documents and state laws; and (C) such funds are returned to
                    the obligor
                    within 30 calendar days of full repayment of the related mortgage
                    loans,
                    or such other number of days specified in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission.

                	
                  X

                
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements.

                	
                  X

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements.

                	 


        

         

        
 

        
          	
                  [NAME
                    OF COMPANY] [NAME OF SUBSERVICER]

                   

                
	
                  Date:

                	 
	 	 
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

        


        


        



        EXHIBIT
          B

         

        FORM
          OF
          ANNUAL CERTIFICATION

         

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

                


        

         

        I,
          ________________________________, the _______________________ of Countrywide
          Home Loans, Inc., certify to [the Purchaser], [the Depositor], [Master
          Servicer], [Securities Administrator] or [Trustee], and its officers, with
          the
          knowledge and intent that they will rely upon this certification,
          that:

         

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

         

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

         

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

         

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

         

        


        [Intentionally
          Left Blank]


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

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

         

        
 

        
          	
                  Date:

                	 
	 	 
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

        


         

         

        


        


      

    

     

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

     

    EXHIBIT
      I

     

    FORM
      OF
      COUNTRYWIDE ASSIGNMENT AGREEMENT

     

    

      ASSIGNMENT,
        ASSUMPTION AND RECOGNITION AGREEMENT

       

      This
        Assignment, Assumption and Recognition Agreement (the “Agreement”) is made and
        entered into as of
        April
        30, 2007 (the “Effective Date”), among EMC Mortgage Corporation, having an
        address at 2780
        Lake
        Vista Drive, Lewisville, Texas 75067
        (the
“Assignor”), Wells Fargo Bank, N.A., not individually but solely as Trustee for
        the holders of Bear
        Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2007-3,
        having
        an address at 9062
        Old
        Annapolis Road, Columbia, Maryland 21045
        (the “Assignee”) and Countrywide Home Loans Servicing LP, having an address at
        400 Countrywide Way, Simi Valley, California 93065 (the “Company”).

       

      WHEREAS,
        the Assignor has acquired certain mortgage loans set forth on Attachment
        1
        (the
“Mortgage Loans”) from Countrywide Home Loans, Inc. (the “Seller”) pursuant to
        that certain Seller’s Warranties and Servicing Agreement, dated as of September
        1, 2002, as amended by Amendment No. 1, dated January 1, 2003, Amendment
        No. 2,
        dated September 1, 2004 and as amended by Amendment Reg AB to the Master
        Mortgage Loan Purchase and Servicing Agreement, dated as of January 1, 2006,
        by
        and between the Assignor and Countrywide Home Loans, Inc. (the “SWS Agreement”);
        and

      


      WHEREAS,
        the Seller has assigned its rights and obligations under the SWS Agreement
        to
        the Company and the Company is currently servicing the Mortgage Loans for
        the
        benefit of the Assignor in accordance with the terms and conditions of the
        SWS
        Agreement.

      


      For
        and
        in consideration of the mutual promises and agreements contained herein,
        and
        other valuable consideration, the receipt and sufficiency of which hereby
        are
        acknowledged, and of the mutual covenants herein contained, the parties hereto
        hereby agree as follows:

      


      1.  Defined
        terms used in this Agreement and not otherwise defined herein shall have
        the
        meaning set forth in the SWS
        Agreement.

       

      2.  The
        Company recognizes the Assignor as owner of the Mortgage Loans and acknowledges
        that it is currently servicing the Mortgage Loans for the benefit of the
        Assignor. From and after the date hereof, the Company agrees that it will
        service the Mortgage Loans pursuant to the terms of the SWS Agreement (as
        modified herein) which terms are incorporated herein by reference.

       

      3.  The
        Assignor hereby grants, transfers and assigns to the Assignee all of the
        right,
        title, interest and obligations of the Assignor, as purchaser, in, to and
        under
        (a) the Mortgage Loans and (b) the SWS Agreement with respect to the Mortgage
        Loans.

       

      4.  The
        Assignor specifically reserves and does not assign to the Assignee hereunder
        any
        and all right, title and interest in, to and under any and all obligations
        of
        the Assignor with respect to any mortgage loans subject to the SWS Agreement
        which are not Mortgage Loans and are not the subject of this
        Agreement.

       

      5.  The
        Assignor warrants and represents to, and covenants with, the Assignee that
        as of
        the date hereof:

       

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

              


      

       

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

              


      

       

      
        	(c)                  	
                There
                  are no known offsets, counterclaims or other defenses available
                  to the
                  Company with respect to the Mortgage Loans or the SWS
                  Agreement;

              


      

       

      
        	(d)                  	
                The
                  Assignor has no knowledge of, and has not received notice of, any
                  waivers
                  under, or any modification of, any Mortgage
                  Loan;

              


      

       

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

              


      

       

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

              


      

       

      
        	(g)                  	
                No
                  consent, approval, order or authorization of, or declaration, filing
                  or
                  registration with, any governmental entity is required to be obtained
                  or
                  made by the Assignor in connection with the execution, delivery
                  or
                  performance by the Assignor of this Agreement, or the consummation
                  by it
                  of the transactions contemplated hereby. Neither the Assignor nor
                  anyone
                  acting on its behalf has offered, transferred, pledged, sold or
                  otherwise
                  disposed of the Mortgage Loans or any interest in the Mortgage
                  Loans, or
                  solicited any offer to buy or accept a transfer, pledge or other
                  disposition of the Mortgage Loans, or any interest in the Mortgage
                  Loans
                  or otherwise approached or negotiated with respect to the Mortgage
                  Loans,
                  or any interest in the Mortgage Loans with any Person in any manner,
                  or
                  made any general solicitation by means of general advertising or
                  in any
                  other manner, or taken any other action which would constitute
                  a
                  distribution of the Mortgage Loans under the Securities Act of
                  1933, as
                  amended (the “1933 Act”)
                  or
                  which would render the disposition of the Mortgage Loans a violation
                  of
                  Section 5 of the 1933 Act or require registration pursuant thereto;
                  and

              


      

       

      
        	(h)                  	
                The
                  Assignor has received from the Company, and has delivered to the
                  Assignee,
                  all documents required to be delivered to the Assignor by the Company
                  prior to the date hereof pursuant to the SWS Agreement with respect
                  to the
                  Mortgage Loans and has not received, and has not requested from
                  the
                  Company, any additional documents.

              


      

       

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

       

      
        	(a)                  	
                The
                  Assignee
                  is duly organized, validly existing and in good standing under
                  the laws of
                  the jurisdiction of its organization and has all requisite power
                  and
                  authority to hold the Mortgage Loans as trustee on behalf of the
                  holders
                  of Bear Stearns ARM Trust, Mortgage Pass-Through Certificates,
                  Series
                  2007-3;

              


      

       

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

              


      

       

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

              


      

       

      
        	(d)                  	
                The
                  Assignee assumes for the benefit of each of the Assignor and the
                  Company
                  all of the Assignor’s rights and obligations as “Purchaser” thereunder but
                  solely with respect to such Mortgage Loans; provided however, that
                  the
                  Assignee is assuming such obligations solely in its capacity as
                  trustee
                  for Bear Stearns ARM Trust, Mortgage Pass-Through Certificates,
                  Series
                  2007-3 and not individually, and any recourse against the Assignee
                  in
                  respect of such obligations shall be limited solely to the assets
                  it may
                  hold as trustee of Bear Stearns ARM Trust, Mortgage Pass-Through
                  Certificates, Series 2007-3.

              


      

       

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

       

      
        	(a)                  	
                The
                  SWS Agreement is in
                  full force and effect as of the date hereof and the provisions
                  of which
                  have not been waived, amended or modified in any material respect,
                  except
                  as contemplated herein, nor has any notice of termination been
                  given
                  thereunder;

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

      
        	(e)                  	
                The
                  Company shall establish a Custodial Account and an Escrow Account
                  under
                  the SWS Agreement in favor of the Assignee with respect to the
                  Mortgage
                  Loans separate from the Custodial Account and Escrow Account previously
                  established in favor of the Assignor;
                  and

              


      

       

      8.  The
        Company hereby restates the representations and warranties set forth in Section
        2(b) of the Amendment Reg AB as of the date hereof.

       

      Each
        such
        notice/update required to be sent to the Assignor as set forth in the Amendment
        Reg AB shall be sent to the Assignor by e-mail to regABnotifications@bear.com.
        Additionally, all such notifications should be sent to:

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067-3884

      Attention:
        Michelle Viner

      Facsimile:
        (214) 626-4889

      Email:
        mviner@bear.com

      


      With
        a
        copy to:

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd Floor

      New,
        York, NY 10179

      Attention:
        Global Credit Administration

      Facsimile:
        (212) 272-6564

      


      Notifications
        pursuant to (i)(b)(2) above should be sent to: 

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067-3884

      Attention:
        General Counsel 

      Facsimile:
        (469) 759-4714

      


      With
        copies to:

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd Floor

      New,
        York, NY 10179

      Attention:
        Global Credit Administration

      Facsimile:
        (212) 272-6564

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        Michelle Viner

      Facsimile:
        (214) 626-4889

      Email:
        mviner@bear.com


       

      9.  The
        Assignor hereby agrees to indemnify and hold the Assignee (and its successors
        and assigns) harmless against any and all claims, losses, penalties, fines,
        forfeitures, legal fees and related costs, judgments, and any other costs,
        fees
        and expenses that the Assignee (and its successors and assigns) may sustain
        in
        any way related to any breach of the representations or warranties of the
        Assignor set forth in this Agreement or the breach of any covenant or condition
        contained herein.

       

      Recognition
        of the
        Assignee

       

      10.  From
        and
        after the date hereof, the Company shall recognize the Assignee as owner
        of the
        Mortgage Loans, and acknowledges that the Mortgage Loans will be part of
        a
        REMIC, and will service the Mortgage Loans in accordance with the SWS
        Agreement. It is the intention of the Assignor, the Company and the Assignee
        that this Agreement shall be binding upon and for the benefit of the respective
        permitted successors and assigns of the parties hereto. Neither the Company
        nor
        the Assignor shall amend or agree to amend, modify, waive, or otherwise alter
        any of the terms or provisions of the SWS Agreement which amendment,
        modification, waiver or other alteration would in any way affect the Mortgage
        Loans without the prior written consent of the Assignee, which shall not
        be
        unreasonably withheld.

       

      The
        Company
        shall prepare for and deliver to the Assignee and the Master Servicer (and
        the
        securities administrator, if any) a statement with respect to each mortgaged
        property acquired through foreclosure or deed-in-lieu of foreclosure in
        connection with a defaulted Assigned Loan (“REO Property”) that has been rented
        showing the aggregate rental income received and all expenses incurred in
        connection with the management and maintenance of such REO Property at such
        times as is necessary to enable the Assignee (or the securities administrator,
        if any) to comply with the reporting requirements of the REMIC provisions
        of the
        Code. The net monthly rental income, if any, from such REO Property shall
        be
        deposited in the related collection account no later than the close of business
        on each determination date. The Company shall perform, or caused to be
        performed, the tax reporting and withholding related to foreclosures,
        abandonments and cancellation of indebtedness income as specified by Sections
        1445, 6050J and 6050P of the Code by preparing and filing such tax and
        information returns, as may be required. In the event that the Bear Stearns
        ARM
        Trust, Mortgage Pass-Through Certificates, Series 2007-3 acquires any REO
        Property as aforesaid or otherwise in connection with a default or default
        becoming reasonably foreseeable on an Assigned Loan, the Company shall cause
        such REO Property to be disposed prior to three years after its acquisition
        by
        the Bear Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2007-3
        or, at the expense of the Bear Stearns ARM Trust, Mortgage Pass-Through
        Certificates, Series 2007-3, request more than 60 days prior to the day on
        which
        such three-year period would otherwise expire, an extension of the three-year
        grace period unless the Assignee (or the securities administrator, if any)
        shall
        have been supplied with an opinion of counsel addressed to the Assignee (and
        the
        securities administrator, if any) rendered by nationally recognized tax counsel
        specializing in such matters (such opinion not to be an expense of the Trustee
        or the Securities Administrator) to the effect that the holding by the Bear
        Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2007-3 of such
        REO
        Property subsequent to such three-year period will not result in the imposition
        of taxes on “prohibited transactions” of any REMIC as defined in Section 860F of
        the Code or cause any REMIC to fail to qualify as a REMIC, in which case
        the
        Bear Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2007-3
        may
        continue to hold such REO Property (subject to any conditions contained in
        such
        opinion of counsel). Notwithstanding any other provision of the Servicing
        Agreement, no REO Property acquired by the Bear Stearns ARM Trust, Mortgage
        Pass-Through Certificates, Series 2007-3 shall be rented (or allowed to continue
        to be rented) or otherwise used for the production of income by or on behalf
        of
        the Bear Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2007-3
        in
        such a manner or pursuant to any terms that would (i) cause such REO Property
        to
        fail to qualify as “foreclosure property” within the meaning of Section
        860G(a)(8) of the Code or (ii) subject any REMIC to the imposition of any
        federal, state or local income taxes on the income earned from such REO Property
        under Section 860G(c) of the Code or otherwise, unless the Company has agreed
        to
        indemnify and hold harmless the Bear Stearns ARM Trust, Mortgage Pass-Through
        Certificates, Series 2007-3 with respect to the imposition of any such
        taxes.

       

      11.  Notwithstanding
        any term hereof to the contrary, the execution and delivery of this Agreement
        by
        the Assignee is solely in its capacity as trustee for Bear
        Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2007-3 and
        not
        individually, and any recourse against the Assignee in respect of any
        obligations it may have under or pursuant to the terms of this Agreement
        shall
        be limited solely to the assets it may hold as trustee of Bear Stearns ARM
        Trust, Mortgage Pass-Through Certificates, Series 2007-3.

       

      Modification
        of the SWS Agreement:

       

      12.  The
        Company and the Assignor hereby amend the SWS Agreement as follows:

       

      (a)  Section
        6.04, 6.05 and 6.07 and clause (x) of Section 10.01, all as added by Amendment
        No. 2 to the Servicing Agreement are deleted in their entirety.

       

      (b)  Section
        2(d) of the SWS Agreement as added by Amendment Reg AB to
        the
        Master Mortgage Loan Purchase and Servicing Agreement is hereby amended by
        adding the following paragraph to the end of the section:

       

      In
        the
        event the Company or any subservicer or subcontractor engaged by it is
        terminated, assigns its rights and obligations under, or resigns pursuant
        to the
        terms of this Agreement, or any other applicable agreement in the case of
        a
        subservicer or subcontractor, as the case may be, such party shall provide
        an
        Annual Statement of Compliance pursuant to this Section 2(d) or to the related
        section of such other applicable agreement, as the case may be, as to the
        performance of its obligations with respect to the period of time it was
        subject
        to this Agreement or any other applicable agreement, as the case may be,
        notwithstanding any such termination, assignment or
        resignation.


       

      (c)  Section
        2(e) of the SWS Agreement as added by Amendment Reg AB to
        the
        Master Mortgage Loan Purchase and Servicing Agreement is hereby amended by
        adding the following paragraph to the end of the section:

       

      In
        the
        event the Servicer or any subservicer or subcontractor engaged by it is
        terminated, assigns its rights and obligations under, or resigns pursuant
        to,
        the terms of this Agreement, or any other applicable agreement in the case
        of a
        subservicer or subcontractor, as the case may be, such party shall provide
        an
        Assessment of Compliance and cause to be provided an Attestation Report pursuant
        to this Section 2(e) or to the related section of such other applicable
        agreement, as the case may be, notwithstanding any such termination, assignment
        or resignation.

       

      (d)  The
        definition of Remittance Date is deleted in its entirety and replaced with
        the
        following:

       

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

       

      (e)  The
        definition of Master Servicer is deleted in its entirety and replaced with
        the
        following:

       

      Master
        Servicer:
        EMC
        Mortgage Corporation, or
        its
        successors in interest. 

       

      (f)  The
        definition
        of
        Servicing Fee Rate is deleted in its entirety and replaced with the
        following:

       

      Servicing
        Fee
        Rate:
        A per
        annum rate equal to 0.25%.

       

      (g)  The
        definition of Principal Prepayment is deleted in its entirety and replaced
        with
        the following:

       

      Principal
        Prepayment:
        Any
        payment or other recovery of principal on a Mortgage Loan in full or partial
        which is received in advance of its scheduled Due Date and which is not
        accompanied by an amount of interest representing scheduled interest due
        on any
        date or dates in any month or months subsequent to the month of prepayment.
        Partial principal Prepayments shall be applied in accordance with the terms
        of
        the related Mortgage Note.

       

      (h)  Section
        4.01 of the SWS Agreement is hereby amended by changing the first sentence
        of
        the second paragraph to the following:

       

      Consistent
        with the terms of this Agreement and the related Term Sheet, the
        Company
        may
        waive, modify or vary any term of any Mortgage Loan or consent to the
        postponement of any such term or in any manner grant indulgence to any Mortgagor
        if in the Company's reasonable and prudent determination such waiver,
        modification, postponement or indulgence is not materially adverse to the
        Purchaser, provided, however, that unless the Company has obtained the prior
        written consent of the Purchaser, the Company shall not permit any modification
        with respect to any Mortgage Loan that would change the Mortgage Interest
        Rate,
        defer for more than ninety days or forgive any payment of principal or interest,
        reduce or increase the outstanding principal balance (except for actual payments
        of principal) or change the final maturity date on such Mortgage
        Loan.


      


      (i)  The
        first
        sentence of Section 5.02 of the SWS Agreement is hereby deleted and replaced
        with the following:

       

      Not
        later
        than the 5th
        business
        day of each calendar month, the Company shall provide a monthly report
        substantially in the form of Exhibit
        I
        and
Exhibit
        J,
        with
        respect to remittances, Exhibit
        K,
        with
        respect to realized losses and gains, Exhibit
        L,
        with
        respect to defaulted mortgage loans, Exhibit
        M,
        with
        respect to modified mortgage loans, Exhibit
        N,
        with
        respect to claims submitted and Exhibit
        O,
        with
        respect to loss severity, with each such report.

       

      (j)  Exhibit
        F
        to the SWS Agreement is hereby deleted in its entirety and replaced with
        the
        reporting exhibits attached hereto as Attachment
        3
        in
        formats mutually agreeable to the Company and the Master Servicer.
        Notwithstanding the foregoing, the Company is not required to report data
        relating to prepayment charges or penalties. 

       

      (k)  The
        SWS
        Agreement is hereby amended as of the date hereof by inserting a new Exhibit
        I,
        a copy of which is annexed hereto as Attachment 4, or such other format as
        mutually agreed upon between the Company and the Assignor for a period of
        seventy
        (70) days
        from
        the Effective Date.

       

      (l)  The
        SWS
        Agreement is hereby amended as of the date hereof by inserting a new Exhibit
        J,
        a copy of which is annexed hereto as Attachment
        5,
        or such
        other format as mutually agreed upon between the Company and the Assignor
        for a
        period of seventy (70) days from the Effective Date.

       

      (m)  The
        SWS
        Agreement is hereby amended as of the date hereof by inserting a new Exhibit
        K,
        a copy of which is annexed hereto as Attachment
        6.

       

      (n)  The
        SWS
        Agreement is hereby amended as of the date hereof by inserting a new Exhibit
        L,
        a copy of which is annexed hereto as Attachment
        7,
        or such
        other format as mutually agreed upon between the Company and the Assignor
        for a
        period of seventy (70) days from the Effective Date.

       

      (o)  The
        SWS
        Agreement is hereby amended as of the date hereof by inserting a new Exhibit
        M,
        a copy of which is annexed hereto as Attachment
        8.

       

      (p)  The
        SWS
        Agreement is hereby amended as of the date hereof by inserting a new Exhibit
        N,
        a copy of which is annexed hereto as Attachment
        9.

       

      (q)  The
        SWS
        Agreement is hereby amended as of the date hereof by inserting a new Exhibit
        O,
        a copy of which is annexed hereto as Attachment
        10.

       

      13.  The
        Company hereby acknowledges that EMC
        Mortgage Corporation (the “Master Servicer”) has been appointed as the master
        servicer of the Mortgage Loans pursuant to the pooling and servicing
        agreement for the Bear Stearns ARM Trust, Mortgage Pass-Through
        Certificates, Series 2007-3, and therefore has the right to enforce on behalf
        of
        the Assignee all obligations of the Company under the SWS Agreement. 
Such right will include, without limitation, the right to terminate the Servicer
        under the SWS Agreement upon the occurrence of an event of default thereunder,
        the right to receive all remittances required to be made by the Company under
        the SWS Agreement, the right to receive all monthly reports and other data
        required to be delivered by the Company under the SWS Agreement, the right
        to
        examine the books and records of the Company and the right to exercise certain
        rights of consent and approval relating to actions taken by the Company;
        provided, however, all parties hereto agree that such enforcement of a right
        shall only be exercised by one party. Notwithstanding the foregoing, it is
        understood that the Company shall not be obligated to defend and indemnify
        and
        hold harmless the Master Servicer, the Assignor and the Assignee against
        any
        losses, damages, penalties, fines, forfeiture, judgments and any related
        costs
        including, without limitation, reasonable and necessary legal fees, resulting
        from (i) actions or inactions of the Company which were taken or omitted
        upon
        the instruction or direction of the Master Servicer or Assignee, as applicable,
        or (ii) the failure of the Assignee or the Assignee’s designee, as applicable,
        to perform the obligations of “Purchaser” under the SWS Agreement, as modified
        by the Agreement.

       

      The
        Company shall make all distributions under the SWS Agreement to the Master
        Servicer by wire transfer of immediately available funds to:

       

      EMC
        Master Servicing Remittances

      Bank: 
        Chase Bank of Texas

      Branch: 
        Irving, Texas

      Account
        Name:  EMC Mortgage Corporation

      ABA
        #
        113000609

      ACCOUNT
        #
        000000709377717

      Reference:
        M/S Remittance [date]
        Remit
        for  [name of Servicer].

      Attention: 
        LSBO Group-MS

      


      and
        the
        Company shall deliver all reports required to be delivered under the SWS
        Agreement to the Master Servicer at:

       

      EMC
        Mortgage Corporation 

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067 

      Attention:
        Michelle Viner

      Facsimile:
        (214)
        626-4889

      Email:
        mviner@bear.com


       

      14.  Notices:

       

      The
        Assignor’s address for purposes of all notices and correspondence related to the
        Mortgage Loans and this Agreement is:

       

      EMC
        Mortgage Corporation 

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067 

      Attention:
        Michelle Viner

      Facsimile:
        (214)
        626-4889

      Email:
        mviner@bear.com


       

      The
        Assignee’s address for purposes of all notices and correspondence related to the
        Mortgage Loans and this Agreement is:

       

      Wells
        Fargo Bank,
        N.A.

      as
        Trustee

      9062
        Old
        Annapolis Road 

      Columbia,
        Maryland 20145 

      Attention:
        Corporate Trust Services, BSARM 2007-3

      Telecopier
        No.: (410) 715-2380

      


      The
        Company’s address for purposes of all notices and correspondence related to the
        Mortgage Loans and this Agreement is:

       

      Countrywide
        Home Loans Servicing LP

      400
        Countrywide Way

      Simi
        Valley, California 93065

      Attention:
        John
        Lindberg, Rachel Meza, Eric Varnen and Yuan Li 


       

      Miscellaneous:

       

      15.  Each
        party will pay any commissions it has incurred and the Assignor shall pay
        the
        fees of its attorneys and the reasonable fees of the attorneys of the Assignee
        and the Company in connection with the negotiations for, documenting of and
        closing of the transactions contemplated by this Agreement.

       

      16.  This
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles
        (other
        than Section 5-1401 of the New York Obligations Law), and the obligations,
        rights and remedies of the parties hereunder shall be determined in accordance
        with such laws.

       

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

       

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

       

      19.  This
        Agreement shall survive the conveyance of the Mortgage Loans, the assignment
        of
        the SWS Agreement to the extent of the Mortgage Loans by the Assignor to
        the
        Assignee and the termination of the SWS Agreement.

       

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

       

      21.  In
        the
        event that any provision of this Agreement conflicts with any provision of
        the
        SWS Agreement with respect to the Mortgage Loans, the terms of this Agreement
        shall control.

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be executed by
        their
        duly authorized officers as of the date first above written.

       

      
        	
                EMC
                  MORTGAGE CORPORATION

              
	
                Assignor

              
	 
	
                By:

              	 
	
                Name:

              
	
                Title:

              
	 
	 
	
                WELLS
                  FARGO BANK, N.A.,
                  not individually but solely as trustee for the holders of Bear
                  Stearns ARM
                  Trust, Mortgage Pass-Through Certificates, Series
                  2007-3

              
	 
	
                By:

              	 
	
                Name:

              
	
                Title:

              
	
                 

              
	
                COUNTRYWIDE
                  HOME LOANS SERVICING LP

                By:
                  Countrywide GP, Inc., its General Partner

              
	 
	
                By:

              	 
	
                Name:

              
	
                Title:

              


      

      


      


      
        	
                Acknowledged
                  and Agreed:

              
	 
	
                EMC
                  MORTGAGE CORPORATION

              
	
                Master
                  Servicer

              
	 
	
                By:

              	 
	
                Name:

              
	
                Title:

              


      

      


       

       

       

       

      BSARM
        2007-3 COUNTRYWIDE AAR


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Attachment
        1

       

      Mortgage
        Loans

       

      [Provided
        Upon Request]

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Attachment
        2

       

      Articles
        IV, V, and VI of the SWS Agreement.

       

      [Provided
        Upon Request]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Attachment
        3

       

      EXHIBIT
        F
        to the SWS Agreement

       

      

        
          	
                  Standard
                    File Layout - Master Servicing 

                	 	 	 
	
                  Column
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                	
                  Max
                    Size

                
	
                  SER_INVESTOR_NBR

                	
                  A
                    value assigned by the Servicer to define a group of loans.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  20

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the investor.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  BORROWER_NAME

                	
                  The
                    borrower name as received in the file. It is not separated by
                    first and
                    last name.

                	
                   

                	
                  Maximum
                    length of 30 (Last, First)

                	
                  30

                
	
                  SCHED_PAY_AMT

                	
                  Scheduled
                    monthly principal and scheduled interest payment that a borrower
                    is
                    expected to pay, P&I constant.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NOTE_INT_RATE

                	
                  The
                    loan interest rate as reported by the Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  NET_INT_RATE

                	
                  The
                    loan gross interest rate less the service fee rate as reported
                    by the
                    Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_RATE

                	
                  The
                    servicer's fee rate for a loan as reported by the Servicer.
                    

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_AMT

                	
                  The
                    servicer's fee amount for a loan as reported by the Servicer.
                    

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_PAY_AMT

                	
                  The
                    new loan payment amount as reported by the Servicer. 

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_LOAN_RATE

                	
                  The
                    new loan rate as reported by the Servicer. 

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ARM_INDEX_RATE

                	
                  The
                    index the Servicer is using to calculate a forecasted
                    rate.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ACTL_BEG_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the beginning of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_END_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the end of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date at the end of processing cycle that the borrower's next
                    payment is
                    due to the Servicer, as reported by Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  SERV_CURT_AMT_1

                	
                  The
                    first curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_1

                	
                  The
                    curtailment date associated with the first curtailment amount.
                    

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_1

                	
                  The
                    curtailment interest on the first curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_2

                	
                  The
                    second curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_2

                	
                  The
                    curtailment date associated with the second curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_2

                	
                  The
                    curtailment interest on the second curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_3

                	
                  The
                    third curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_3

                	
                  The
                    curtailment date associated with the third curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_AMT_3

                	
                  The
                    curtailment interest on the third curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_AMT

                	
                  The
                    loan "paid in full" amount as reported by the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_DATE

                	
                  The
                    paid in full date as reported by the Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  ACTION_CODE

                	
                  The
                    standard FNMA numeric code used to indicate the default/delinquent
                    status
                    of a particular loan.

                	
                   

                	
                  Action
                    Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                    65=Repurchase,70=REO 

                	
                  2

                
	
                  INT_ADJ_AMT

                	
                  The
                    amount of the interest adjustment as reported by the
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SOLDIER_SAILOR_ADJ_AMT

                	
                  The
                    Soldier and Sailor Adjustment amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NON_ADV_LOAN_AMT

                	
                  The
                    Non Recoverable Loan Amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  LOAN_LOSS_AMT

                	
                  The
                    amount the Servicer is passing as a loss, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_BEG_PRIN_BAL

                	
                  The
                    scheduled outstanding principal amount due at the beginning of
                    the cycle
                    date to be passed through to investors.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_END_PRIN_BAL

                	
                  The
                    scheduled principal balance due to investors at the end of a
                    processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_PRIN_AMT

                	
                  The
                    scheduled principal amount as reported by the Servicer for the
                    current
                    cycle -- only applicable for Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_NET_INT

                	
                  The
                    scheduled gross interest amount less the service fee amount for
                    the
                    current cycle as reported by the Servicer -- only applicable
                    for
                    Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_PRIN_AMT

                	
                  The
                    actual principal amount collected by the Servicer for the current
                    reporting cycle -- only applicable for Actual/Actual
                    Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_NET_INT

                	
                  The
                    actual gross interest amount less the service fee amount for
                    the current
                    reporting cycle as reported by the Servicer -- only applicable
                    for
                    Actual/Actual Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    AMT

                	
                  The
                    penalty amount received when a borrower prepays on his loan as
                    reported by
                    the Servicer. 

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    WAIVED

                	
                  The
                    prepayment penalty amount for the loan waived by the
                    servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  MOD_DATE

                	
                  The
                    Effective Payment Date of the Modification for the loan.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  MOD_TYPE

                	
                  The
                    Modification Type.

                	
                   

                	
                  Varchar
                    - value can be alpha or numeric

                	
                  30

                
	
                  DELINQ_P&I_ADVANCE_AMT

                	
                  The
                    current outstanding principal and interest advances made by
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                


        

      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Attachment
        4

       

      EXHIBIT
        I
        to the SWS Agreement

      


      The
        Company shall provide the Master Servicer with this Exhibit in the format
        below
        or such other format as mutually agreed upon between the Company and the
        Master
        Servicer seventy (70) days from the Effective Date.

      


      Remittance
        Overview Report:
        Provides loan level detail regarding the remittance that will be submitted
        to
        EMC Master Servicing and contains the following data fields in the order
        below:


       

      
        	
                Field

              	 	
                Field
                  Description

              
	
                Deal
                  Name

              	 	
                VARCHAR
                  (15)

              
	
                Master
                  Servicer Loan Number

              	 	
                NUMERIC
                  (9,0)

              
	
                Current
                  Investor Category

              	 	
                VARCHAR
                  (5)

              
	
                Original
                  Investor Category

              	 	
                VARCHAR
                  (5)

              
	
                Servicer
                  Loan Number

              	 	
                VARCHAR
                  (15)

              
	
                Cutoff
                  Date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Loan
                  Next Due Date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Gross
                  Interest Rate

              	 	
                NUMERIC
                  (7,7)

              
	
                Net
                  Interest Rate

              	 	
                NUMERIC
                  (7,7)

              
	
                Pending
                  Interest Rate

              	 	
                NUMERIC
                  (7,7)

              
	
                Servicing
                  Fee Rate

              	 	
                NUMERIC
                  (7,7)

              
	
                MI
                  Rate

              	 	
                NUMERIC
                  (7,7)

              
	
                Scheduled
                  P&I Amount (P & I Constant)

              	 	
                NUMERIC
                  (12,2)

              
	
                ARM
                  Index

              	 	
                NUMERIC
                  (7,7)

              
	
                Pending
                  ARM Index

              	 	
                NUMERIC
                  (7,7)

              
	
                Beginning
                  Scheduled Principal Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Principal Remitted

              	 	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Principal Curtailment Remitted

              	 	
                NUMERIC
                  (12,2)

              
	
                Curtailment
                  Adjustment Remitted

              	 	
                NUMERIC
                  (12,2)

              
	
                Liquidation
                  Principal Remitted

              	 	
                NUMERIC
                  (12,2)

              
	
                Principal
                  Not Advanced (stop advance loans only)

              	 	
                NUMERIC
                  (12,2)

              
	
                Scheduled
                  Gross Interest

              	 	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Interest Remitted

              	 	
                NUMERIC
                  (12,2)

              
	
                Scheduled
                  Service Fee Amount

              	 	
                NUMERIC
                  (12,2)

              
	
                Soldiers
                  and Sailors Variance

              	 	
                NUMERIC
                  (12,2)

              
	
                Net
                  Interest Not Advanced

              	 	
                NUMERIC
                  (12,2)

              
	
                Prepayment
                  Penalty Remitted

              	 	
                NUMERIC
                  (12,2)

              
	
                PMI
                  Premium Remitted

              	 	
                NUMERIC
                  (12,2)

              
	
                Additional
                  Fees Remitted

              	 	
                NUMERIC
                  (12,2)

              
	
                Ending
                  Scheduled Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Amount Remitted Total (each loan)

              	 	
                NUMERIC
                  (12,2)

              
	
                Beginning
                  Actual Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Principal Collected

              	 	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Curtailments Collected

              	 	
                NUMERIC
                  (12,2)

              
	
                Curtailment
                  Adjustment Collected

              	 	
                NUMERIC
                  (12,2)

              
	
                Gross
                  Interest Collected

              	 	
                NUMERIC
                  (12,2)

              
	
                Net
                  Interest Collected

              	 	
                NUMERIC
                  (12,2)

              
	
                Service
                  Fee Collected

              	 	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Ending Principal Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Liquidation
                  Date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Liquidation
                  Type

              	 	
                VARCHAR
                  (1)

              
	
                Gross
                  Liquidation Proceeds

              	 	
                NUMERIC
                  (12,2)

              
	
                Liquidation
                  Expenses

              	 	
                NUMERIC
                  (12,2)

              
	
                Principal
                  and Interest Advanced Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Delinquent
                  Service Fee

              	 	
                NUMERIC
                  (12,2)

              
	
                Calculated
                  Loss to Trust

              	 	
                NUMERIC
                  (12,2)

              
	
                Net
                  Interest Remitted

              	 	
                NUMERIC
                  (12,2)

              
	
                Collected
                  Interest Not Remitted

              	 	
                NUMERIC
                  (12,2)

              
	
                Ending
                  Advance Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Soldiers
                  and Sailors Flag

              	 	
                VARCHAR
                  (1)

              
	
                Soldiers
                  and Sailors Old Rate

              	 	
                NUMERIC
                  (7,7)

              
	
                Soldiers
                  and Sailors Old P & I

              	 	
                NUMERIC
                  (12,2)

              
	
                Modified
                  Date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Stop
                  Advance Flag

              	 	 
	
                Stop
                  Advance Date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                BPO
                  Value

              	 	
                NUMERIC
                  (12,2)

              
	
                Cash
                  Flow Group

              	 	
                VARCHAR
                  (2)

              
	
                MSP
                  Principal Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Debt
                  Forgiven / Charged Off

              	 	
                NUMERIC
                  (12,2)

              
	
                Mortgagor
                  PITI Payment

              	 	
                NUMERIC
                  (12,2)

              
	
                Bankruptcy
                  Status

              	 	
                VARCHAR
                  (2)

              
	
                Foreclosure
                  Status

              	 	
                VARCHAR
                  (2)

              
	
                Modification
                  Status

              	 	 
	
                Interest
                  Only Loan

              	 	
                VARCHAR
                  (2)

              
	
                Escrowed
                  Loan

              	 	
                VARCHAR
                  (2)

              
	
                Monthly
                  Escrow Deposit

              	 	
                NUMERIC
                  (12,2)

              
	
                Escrow
                  Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Escrow
                  Advance Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Restricted
                  Escrow Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Mortgagor
                  Recoverable Corporate Expense Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Non-Recoverable
                  Corporate Expense Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                HUD
                  235 Loan Status

              	 	
                VARCHAR
                  (2)

              
	
                HUD
                  235 Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Late
                  Charge Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Buydown
                  Loan Status

              	 	
                VARCHAR
                  (2)

              
	
                Monthly
                  Buydown Amount

              	 	
                NUMERIC
                  (12,2)

              
	
                Monthly
                  Buydown Funds Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Prepayment
                  Penalty Amount Waived

              	 	
                NUMERIC
                  (12,2)

              
	
                Prepayment
                  Penalty Waived Reason Code

              	 	
                VARCHAR
                  (3)

              
	
                Material
                  Breach Status

              	 	
                VARCHAR
                  (3)

              
	
                Material
                  Breach Code

              	 	
                VARCHAR
                  (3)

              
	
                Prefunding
                  Date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                3rd
                  Party Recoverable Expenses

              	 	
                NUMERIC
                  (12,2)

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Attachment
        5

       

      


      EXHIBIT
        J
        to the SWS Agreement

      


      The
        Company shall provide the Master Servicer with this Exhibit in the format
        below
        or such other format as mutually agreed upon between the Company and the
        Master
        Servicer for a period of seventy (70) days from the Effective Date.

      


      Remittance
        Summary Report:
        Provides summary data at a deal (investor/category) level regarding the
        remittance that will be submitted to EMC Master Servicing and contains the
        following data fields in the order below:

       

      
        
          	
                  Field

                	 	
                  Field
                    Description

                
	
                  Deal

                	 	
                  VARCHAR
                    (15)

                
	
                  Investor
                    

                	 	
                  VARCHAR
                    (5)

                
	
                  Category

                	 	
                  VARCHAR
                    (5)

                
	
                  Principal
                    Remitted

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Curtailments
                    Remitted

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Curtailment
                    Adjustments Remitted

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Liquidation
                    Proceeds Remitted

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Principal
                    Not Advanced (stop advance loans only)

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Principal
                    Amounts Called/Collapsed

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Principal Remitted

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Interest
                    Remitted

                	 	
                  NUMERIC
                    (15,2)

                
	
                  PMI
                    Premiums Remitted

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Soldiers
                    and Sailors Difference

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Net
                    Interest Not Advanced

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Non
                    Comp Interest Remitted

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Prepayment
                    Penalties Remitted

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Interest Remitted

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Arrearage
                    Amount Remitted

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Aggregate
                    Loss to Trust 

                  Total
                    Manual Adjustments

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Debt
                    Forgiven/ Charged Off

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Additional
                    Fees Collected

                	 	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Remittance

                	 	
                  NUMERIC
                    (15,2)

                


        

      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Attachment
        6

      


      EXHIBIT
        K
        to the SWS Agreement

      


       

      EMC
        Master Servicing Calculation of Gain/Loss on Delinquent Loan
        Worksheet

       

      Date: ___________________


       

      
        	
                Prepared
                  By

              	
                Phone
                  Number

              	
                Email
                  Address

              
	 	 	 


      

       

      
        	
                Servicer
                  Loan Number

              	
                Servicer
                  Address

              	
                EMC
                  Loan Number

              
	 	 	 


      

       

      
        	
                Borrower
                  Name

              	
                Property
                  Address

              
	 	 


      

       

      
        	
                Liquidation
                  Type

              	
                REO

              	
                Third
                  Party

              	
                Short
                  Sale

              	
                Charge
                  off

              	
                Deed
                  In Lieu

              
	 	 	 	 	 	 


      

       

      

        
          	
                  Has
                    this loan been previously modified?

                	
                  Yes

                	
                  No

                
	
                  Has
                    this loan been crammed down in a bankruptcy?

                	
                  Yes

                	
                  No

                


        

      

                      If
“Yes”,
        provide
        amount   _______________________________

       

                  Liquidation
        and
        Acquisition Expenses:

       

                   Amounts
        requiring Amortization Schedule for backup: 


      
        
          	
                  Actual
                    Unpaid Principal Balance of Mortgage Loan

                	 
	
                  Interest
                    Accrued at Net Rate Less Servicing Fees

                	 
	
                  Accrued
                    Servicing Fees

                	 


        

      

       

                  Amounts
        requiring
        Additional backup:

      

        
          	
                  Attorney’s
                    Fees

                	
                  Corporate
                    advance history defining amounts paid, reimbursed, payee and
                    reason
                    codes

                	 
	
                  Attorney’s
                    Costs

                	
                  Corporate
                    advance history defining amounts paid, reimbursed, payee and
                    reason
                    codes

                	 
	
                  Taxes

                	
                  Payment
                    history showing disbursements

                	 
	
                  Property
                    Maintenance

                	
                  Corporate
                    advance history defining amounts paid, reimbursed, payee and
                    reason
                    codes

                	 
	
                  Property
                    Inspection

                	
                  Corporate
                    advance history defining amounts paid, reimbursed, payee and
                    reason
                    codes

                	 
	
                  PMI/Hazard
                    Insurance Premiums

                	
                  Payment
                    history showing disbursements

                	 
	
                  Utility
                    Expenses

                	
                  Payment
                    history showing disbursements

                	 
	
                  Appraisal/BPO
                    Expenses

                	
                  Corporate
                    advance history defining amounts paid, reimbursed, payee and
                    reason
                    codes

                	 
	
                  HOA
                    Dues

                	
                  Payment
                    history showing disbursements

                	 
	
                  Cash
                    For Keys

                	
                  Corporate
                    advance history defining amounts paid, reimbursed, payee and
                    reason
                    codes

                	 
	
                  Miscellaneous
                    (itemized)

                	
                  Requires
                    Itemization and supporting detail

                	 
	
                  Total
                    Expenses

                	
                  ----------------------------------------

                	 


        

      

       

                  Credits
        to
        Loan:

      

        
          	
                  Escrow
                    Balance/Advance

                	
                  Payment
                    history showing disbursements and ending balance

                	 
	
                  Rental
                    Receipts

                	
                  Payment
                    history showing application of funds to loan

                	 
	
                  Hazard
                    Claim Proceeds

                	
                  Payment
                    history showing credit to account

                	 
	
                  PMI
                    Funds

                	
                  EOB
                    document

                	 
	
                  Government
                    Insurance Funds (Part A Funds)

                	
                  EOB
                    document

                	 
	
                  REO
                    Proceeds

                	
                  HUD
                    1 Settlement Statement

                	 
	
                  Government
                    Insurance Funds (Part B Funds)

                	
                  EOB
                    document

                	 
	
                  Pool
                    Insurance Proceeds

                	
                  Payment
                    history showing credit to account

                	 
	
                  Other
                    Credits (itemized)

                	
                  Payment
                    history showing credit to account

                	 
	
                  Total
                    Credits

                	
                  ----------------------------------------

                	 


        

      

       

      
        Total
          Realized Loss (or Amount of
          Gain)              
$________________

      

       

      NOTE:
        Do not combine or net remit items. All expenses and credits should be documented
        individually. Claim packages are due by the fifth business day of the month
        following receipt of liquidation proceeds. Late claims may result in delayed
        claim payment. The Servicer is responsible to remit all funds pending loss
        approval and /or resolution of any disputed items. 

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Attachment
        7

      


      EXHIBIT
        L
        to the SWS Agreement

      


      The
        Company shall provide the Master Servicer with this Exhibit in the format
        below
        or such other format as mutually agreed upon between the Company and the
        Master
        Servicer for a period of seventy (70) days from the Effective
        Date.

       

      Default
        Overview Report:
        Provides loan level detail regarding the defaulted loans that are being serviced
        and reported to EMC Master Servicing. The report contains the following data
        fields in the order below:

       

      
        	
                Field

              	 	
                Field
                  Description

              
	
                Servicer
                  loan number 

              	 	
                VARCHAR
                  (15)

              
	
                SBO
                  loan number

              	 	
                VARCHAR
                  (9)

              
	
                Zip
                  Code

              	 	
                VARCHAR
                  (5)

              
	
                Original
                  loan amount

              	 	
                NUMERIC
                  (12,2)

              
	
                Original
                  value amount

              	 	
                NUMERIC
                  (12,2)

              
	
                Origination
                  date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Loan
                  type

              	 	
                VARCHAR
                  (2)

              
	
                Actual
                  due date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Current
                  loan amount

              	 	
                NUMERIC
                  (12,2) 

              
	
                Corporate
                  expense balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Escrow
                  balance/advance balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Suspense
                  balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Restricted
                  escrow balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Current
                  Value date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Current
                  value amount

              	 	
                NUMERIC
                  (12,2)

              
	
                Current
                  value source

              	 	
                VARCHAR
                  (15)

              
	
                VA
                  LGC/ FHA Case number

              	 	
                VARCHAR
                  (15)

              
	
                %
                  of MI coverage 

              	 	
                NUMERIC
                  (7,7)

              
	
                MI
                  certificate number

              	 	
                VARCHAR
                  (15)

              
	
                LPMI
                  Cost 

              	 	
                NUMERIC
                  (7,7)

              
	
                Occupancy
                  status 

              	 	
                VARCHAR
                  (1)

              
	
                First
                  vacancy date 

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Property
                  condition

              	 	
                VARCHAR
                  (2)

              
	
                Property
                  type

              	 	
                VARCHAR
                  (2)

              
	
                Delinquency
                  flag

              	 	
                VARCHAR
                  (2)

              
	
                Reason
                  for default

              	 	
                VARCHAR
                  (2)

              
	
                FNMA
                  action code

              	 	
                VARCHAR
                  (3)

              
	
                FNMA
                  delinquency reason code

              	 	
                VARCHAR
                  (3)

              
	
                Loss
                  mit flag

              	 	
                VARCHAR
                  (2)

              
	
                Loss
                  mit type

              	 	
                VARCHAR
                  (2)

              
	
                Loss
                  mit approval date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Loss
                  mit removal date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Repay
                  first due date 

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Repay
                  next due date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Repay
                  plan broken/reinstated/closed date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Repay
                  plan created date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Foreclosure
                  flag

              	 	
                VARCHAR
                  (2)

              
	
                Foreclosure
                  attorney referral date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  first legal date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Date
                  FC sale scheduled

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Foreclosure
                  actual sale date 

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  redemption end date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  eviction complete date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  eviction start date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Bankruptcy
                  flag

              	 	
                VARCHAR
                  (2)

              
	
                Actual
                  bankruptcy start date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Bankruptcy
                  chapter

              	 	
                VARCHAR
                  (2)

              
	
                Bankruptcy
                  Case Number

              	 	
                VARCHAR
                  (15)

              
	
                Post
                  petition due date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  discharge date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Date
                  relief/dismissal granted

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  MI claim filed date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  MI claim amount filed

              	 	
                NUMERIC
                  (12,2)

              
	
                MI
                  claim amount paid

              	 	
                NUMERIC
                  (12,2)

              
	
                MI
                  claim funds received date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Title
                  approval letter received date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Title
                  package HUD/VA date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                FHA
                  27011A transmitted date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                FHA
                  Part A funds received date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                FHA
                  27011 B transmitted date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                FHA
                  Part B funds received date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                VA
                  NOE submitted date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                VA
                  first funds received amount

              	 	
                NUMERIC
                  (12,2)

              
	
                VA
                  first funds received date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                VA
                  claim funds received date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                VA
                  claim submitted date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                VA
                  claims funds received amount

              	 	
                NUMERIC
                  (12,2)

              
	
                REO
                  flag

              	 	
                VARCHAR
                  (2)

              
	
                REO
                  repaired value

              	 	
                NUMERIC
                  (12,2)

              
	
                REO
                  value (as is)

              	 	
                NUMERIC
                  (12,2)

              
	
                REO
                  value date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                REO
                  value source

              	 	
                VARCHAR
                  (15)

              
	
                REO
                  original list date 

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                REO
                  original list price

              	 	
                NUMERIC
                  (12,2)

              
	
                REO
                  list price adjustment amount

              	 	
                NUMERIC
                  (12,2)

              
	
                REO
                  list price adjustment date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Date
                  REO offer received

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Date
                  REO offer accepted

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                REO
                  scheduled close date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                REO
                  actual closing date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                REO
                  sales price

              	 	
                NUMERIC
                  (12,2)

              
	
                REO
                  net sales proceeds

              	 	
                NUMERIC
                  (12,2)

              
	
                Estimated
                  loss

              	 	
                NUMERIC
                  (12,2)

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      Attachment
        8

      


      EXHIBIT
        M
        to the SWS Agreement

      


      Modified
        Loans Report: Provides
        loan level data regarding all loans that the Servicer has modified with the
        first modified payment due within thirty days following the end of the reporting
        cycle. The report contains the following data fields in the order below:
        


       

      
        	
                Field
                  Description

              	 	
                Field
                  Description

              
	
                Loan

              	 	
                VARCHAR
                  (15)

              
	
                Investor

              	 	
                VARCHAR
                  (5)

              
	
                Original
                  Category

              	 	
                VARCHAR
                  (5)

              
	
                Current
                  Category

              	 	
                VARCHAR
                  (5)

              
	
                Stop
                  Adv Flag

              	 	
                VARCHAR
                  (3)

              
	
                Modified
                  Due Date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Mod
                  Loan Curtailment

              	 	
                NUMERIC
                  (15,2)

              
	
                Mod
                  Loan Curt Adjustment

              	 	
                NUMERIC
                  (15,2) 

              
	
                Principal
                  Advanced Capped

              	 	
                NUMERIC
                  (15,2) 

              
	
                Net
                  Interest Advanced Capped

              	 	
                NUMERIC
                  (15,2)

              
	
                Service
                  Fee Advanced Capped

              	 	
                NUMERIC
                  (15,2)

              
	
                Third
                  Party Bal Capped

              	 	
                NUMERIC
                  (15,2)

              
	
                Amount
                  of Other Capped

              	 	
                NUMERIC
                  (15,2)

              
	
                Borrower
                  Interest Contribution

              	 	
                NUMERIC
                  (15,2)

              
	
                Borrower
                  Fee Code Arrearage Contribution

              	 	
                NUMERIC
                  (15,2)

              
	
                Borrower
                  Principal Contribution

              	 	
                NUMERIC
                  (15,2)

              
	
                Amt
                  Forgiven

              	 	
                NUMERIC
                  (15,2)

              
	
                Beg
                  Delq Prin Bal

              	 	
                NUMERIC
                  (15,2)

              
	
                Beg
                  Delq Int Bal

              	 	
                NUMERIC
                  (15,2)

              
	
                Beg
                  Pre Prin Bal

              	 	
                NUMERIC
                  (15,2)

              
	
                Beg
                  Pre Int Bal

              	 	
                NUMERIC
                  (15,2)

              
	
                Excess
                  Int Adjust

              	 	
                NUMERIC
                  (15,2)

              
	
                Excess
                  Interest on Mod

              	 	
                NUMERIC
                  (15,2)

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Attachment
        9

      


      EXHIBIT
        N
        to the SWS Agreement

      


      Claims
        Submitted Report:
        Provides loan level detail regarding claims submitted by the servicer’s investor
        number that will be submitted to EMC Master Servicing and contains the following
        data fields in the order below:

       

      
        	
                Field

              	 	
                Field
                  Description

              
	
                Servicer
                  Investor Number

              	 	
                VARCHAR
                  (5)

              
	
                Servicer
                  Investor Category

              	 	
                VARCHAR
                  (5)

              
	
                Loan
                  Number

              	 	
                VARCHAR
                  (15)

              
	
                Mortgage
                  Group

              	 	
                VARCHAR
                  (1)

              
	
                Liquidation
                  Type

              	 	
                VARCHAR
                  (1)

              
	
                Escrow
                  Balance or Advance Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Corporate
                  Expense Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Restricted
                  Escrow Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Replacement
                  Reserve Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Suspense
                  Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Third
                  Party Expense Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Charge
                  Off Amount

              	 	
                NUMERIC
                  (12,2)

              
	
                Side
                  Note Collections

              	 	
                NUMERIC
                  (12,2) 

              
	
                Claim
                  Amount Submitted

              	 	
                NUMERIC
                  (12,2)

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Attachment
        10

      


      EXHIBIT
        O
        to the SWS Agreement

      


      Loss
        Severity Summary Report:
        Provides summary data at the deal level regarding loss severity that will
        be
        submitted to EMC Master Servicing and contains the following data fields
        in the
        order below:

       

      
        	
                Field

              	 	
                Field
                  Description

              
	
                Month
                  End

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Deal
                  Name

              	 	
                VARCHAR
                  (15)

              
	
                Servicer
                  Investor Number 

              	 	
                VARCHAR
                  (5)

              
	
                Servicer
                  Investor Category

              	 	
                VARCHAR
                  (5)

              
	
                Mortgage
                  Group

              	 	
                VARCHAR
                  (1)

              
	
                Loan
                  Number

              	 	
                VARCHAR
                  (15)

              
	
                Liquidation
                  Type

              	 	
                VARCHAR
                  (1)

              
	
                Loan
                  Due Date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                PIF
                  Date

              	 	
                DATE
                  (MM/DD/YYYY)

              
	
                Gross
                  Interest Rate

              	 	
                NUMERIC
                  (7,7)

              
	
                Net
                  Interest Rate

              	 	
                NUMERIC
                  (7,7)

              
	
                Service
                  Fee Rate

              	 	
                NUMERIC
                  (7,7)

              
	
                P
                  & I Constant

              	 	
                NUMERIC
                  (12,2)

              
	
                Scheduled
                  Beginning Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Arrearage
                  Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Total
                  Legal and Other Expenses

              	 	
                NUMERIC
                  (12,2)

              
	
                Scheduled
                  Advanced Interest

              	 	
                NUMERIC
                  (12,2)

              
	
                Scheduled
                  Liquidated Amount

              	 	
                NUMERIC
                  (12,2)

              
	
                Gross
                  Liquidation Proceeds

              	 	
                NUMERIC
                  (12,2)

              
	
                P
                  & I Advance Balance

              	 	
                NUMERIC
                  (12,2)

              
	
                Delinquent
                  Service Fee

              	 	
                NUMERIC
                  (12,2)

              
	
                Net
                  Liquidation Proceeds

              	 	
                NUMERIC
                  (12,2)

              
	
                Scheduled
                  Net Interest

              	 	
                NUMERIC
                  (12,2)

              
	
                Net
                  Liquidated Funds Remitted

              	 	
                NUMERIC
                  (12,2)

              
	
                Total
                  Loss (Gain) Amount

              	 	
                NUMERIC
                  (12,2)

              
	
                Total
                  Loss (Gain) to Trust

              	 	
                NUMERIC
                  (12,2)

              
	
                Total
                  Loss (Gain) to Servicer

              	 	
                NUMERIC
                  (12,2)

              
	
                Total
                  Loss Severity %

              	 	
                NUMERIC
                  (7,7)

              
	
                Total
                  Loss Severity % to Trust

              	 	
                NUMERIC
                  (7,7)

              
	
                Total
                  Liquidated Remitted

              	 	
                NUMERIC
                  (12,2)

              
	
                Claim
                  on Trust Loss

              	 	
                NUMERIC
                  (12,2)

              
	
                Claim
                  on Servicer Loss

              	 	
                NUMERIC
                  (12,2)

              
	
                Total
                  Claim Amount

              	 	
                NUMERIC
                  (12,2)

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Attachment
        11

       

      EXHIBIT
        P
        to the SWS Agreement

       

      

        
          	
                  EMC
                    MASTER SERVICING ASSET AUTHORITY LEVELS 

                   

                  All
                    asset management decisions and claim submissions for both standard
                    and
                    delegated authority levels require the servicer to comply with
                    all agency
                    (ie: FNMA, FHLMC, HUD and VA) and insuring company requirements.
                    

                
	
                  TASK

                	
                       
                    STANDARD AUTHORITY LEVEL  

                	
                        
                    DELEGATED AUTHORITY LEVEL

                
	 	
                  APPROVAL
                    NEEDED? 

                	
                   APPROVAL
                    NEEDED IF....

                   

                	
                  APPROVAL
                    NEEDED? 

                	
                           
                    APPROVAL NEEDED IF....

                   

                
	
                  Partial
                    Releases1 

                   

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                
	
                  Assumptions1

                   

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                
	
                  Relief
                    Provisions1

                   

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                
	
                  Forbearance
                    Plans1

                   

                	
                  Yes

                   

                	
                  ·  Plan
                    exceeds 6 months or

                  ·  Proposes
                    to suspend payments

                	
                  Yes

                   

                	
                  ·  Plan
                    exceeds 12 months or

                  ·  Plan
                    proposes to suspend payments

                
	
                  Modifications1,
                    2, 3, 4 

                   

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                	
                  Yes

                   

                	
                  ·  Only
                    if the terms of the proposed modification exceed the parameters
                    of the
                    governing agreements or the loan is changed from an ARM to fixed
                    rate or
                    the rate is reduced by more than 2%

                
	
                  Pre-Foreclosure
                    (short sales)1,
                    6

                   

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                	
                  Yes

                   

                	
                  ·  The
                    loss severity experienced is expected to be greater than
                    20%

                
	
                  Foreclosure
                    Referral (1st
                    liens)1

                   

                	
                  Yes

                   

                	
                  ·  The
                    UPB is less than $30k or greater than $400k or

                  ·  The
                    mortgagor has paid less than 6 installments

                	
                  Yes

                   

                	
                  ·  The
                    UPB is less than$50k or greater than$750k or

                  ·  The
                    mortgagor has paid less than 6 installments

                
	
                  Foreclosure
                    Referral (2nd
                    liens)1,7

                   

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                
	
                  Charge
                    Offs

                   

                	 	
                  ·  In
                    all instances

                	 	
                  ·  If
                    combined LTV is less than 80%

                
	
                  Buyout
                    of 1st
                    lien1,
                    4 ,6

                   

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                
	
                  Foreclosure
                    Bid1,
                    6

                   

                	
                  Yes

                   

                	
                  ·  The
                    UPB is less than $30k or greater than $400k or

                  ·  The
                    mortgagor has paid less than 6 installments

                	
                  Yes

                   

                	
                  ·  The
                    UPB is less than $50k or greater than $750k or

                  ·  The
                    mortgagor has paid less than 6 installments

                
	
                  Third
                    Party Sales1,
                    6

                   

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                
	
                  Note
                    Sales1,
                    6

                   

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                
	
                  Deed-in-Lieu
                    1,
                    6

                   

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                	
                  Yes

                   

                	
                  ·  In
                    all instances

                
	
                  REO
                    Listing Price1,
                    5

                   

                	
                  Yes

                   

                	
                  ·  The
                    UPB was less than $50k or greater than $400k or

                  ·  The
                    mortgagor has paid less than 6 installments

                	
                  Yes

                   

                	
                  ·  The
                    UPB was less than $50k or greater than $750k or

                  ·  The
                    mortgagor has paid less than 6 installments

                
	
                  REO
                    Repairs (excluding property preservation)1

                   

                	
                  Yes

                   

                	
                  ·  The
                    necessary repairs total more than 1% of the UPB and an estimated
                    return of
                    less than 15% of cost

                	
                  Yes

                   

                	
                  ·  The
                    necessary repairs total more than 2% of the UPB 

                
	
                  REO
                    Offers
                    1, 6

                   

                	
                  Yes

                   

                	
                  ·  The
                    loss severity of accepting the offer exceeds 25%

                	
                  Yes

                   

                	
                  ·  The
                    loss severity of accepting the offer exceeds
                    25%

                


        

      

       

      FOOT
        NOTES: 

       

      
        	1.         
                  	
                To
                  request approval, the servicer may be required to submit the following
                  documentation to the Master Servicer: property appraisals, BPOs,
                  equity
                  analysis documentation, correspondence from/to title insurance
                  companies,
                  copies of insurer approval, loss mitigation documents and agreements
                  with
                  mortgagors, hardship documentation, closing/settlement documents,
                  value
                  reconciliations and repair estimates. Although master servicer
                  approval
                  may have been obtained as outlined above, the master servicer reserves
                  the
                  right to approve or deny losses at the time of claim submission
                  due to
                  servicer performance related
                  issues.

              


      

      
        	2.            	
                The
                  Servicer agrees to provide to the Master Servicer copies of executed
                  modifications within 10 days of
                  execution.

              


      

      
        	3.            	
                The
                  Owner / Master Servicer reserve the right to remove all authority
                  to
                  complete loan modifications to ensure compliance with limitations
                  outlined
                  in governing agreements. 

              


      

      
        	4.            	
                The
                  Servicer is to ensure that lien position is maintained in completing
                  alternatives to foreclosure.

              


      

      
        	5.            	
                The
                  Servicer agrees to provide to the Master Servicer copies of marketing
                  plans for all REO loans. Although the servicer may have asset authority
                  as
                  outlined above, the Master Servicer reserves the right to modify
                  anticipated courses of action. 

              


      

      
        	6.            	
                Special
                  notice of the task is required to be provided to the Master
                  Servicer.

              


      

      
        	7.            	
                The
                  Servicer assumes all
                  risks in addition to financial liability for amounts beyond 100%
                  severity
                  of the Owner / Master Servicer’s original
                  position.

              


      

      


       

      
 

    

     

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

     

    EXHIBIT
      J

     

    
 

    
      MORTGAGE
        LOAN PURCHASE AGREEMENT

       

       

      between

       

       

      EMC
        MORTGAGE CORPORATION

       

      as
        Mortgage Loan Seller 

       

       

      and

       

       

      STRUCTURED
        ASSET MORTGAGE INVESTMENTS II INC.

       

      as
        Purchaser

       

       

      Dated
        as
        of

       

      April
        30,
        2007

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

       

      
        
          	
                  SECTION
                    1. Definitions

                	 
	
                  SECTION
                    2. Purchase and Sale of the Mortgage Loans and Related
                    Rights.

                	 
	
                  SECTION
                    3. Mortgage Loan Schedule

                	 
	
                  SECTION
                    4. Mortgage Loan Transfer.

                	 
	
                  SECTION
                    5. Examination of Mortgage Files.

                	 
	
                  SECTION
                    6. Recordation of Assignments of Mortgage.

                	 
	
                  SECTION
                    7. Representations and Warranties of Mortgage Loan Seller Concerning
                    the
                    Mortgage Loans

                	 
	
                  SECTION
                    8. Representations and Warranties Concerning the Mortgage Loan
                    Seller

                	 
	
                  SECTION
                    9. Representations and Warranties Concerning the Purchaser

                	 
	
                  SECTION
                    10. Conditions to Closing.

                	 
	
                  SECTION
                    11. Fees and Expenses

                	 
	
                  SECTION
                    12. Accountants’ Letters.

                	 
	
                  SECTION
                    13. Indemnification.

                	 
	
                  SECTION
                    14. Notices

                	 
	
                  SECTION
                    15. Transfer of Mortgage Loans

                	 
	
                  SECTION
                    16. Termination

                	 
	
                  SECTION
                    17. Representations, Warranties and Agreements to Survive
                    Delivery

                	 
	
                  SECTION
                    18. Severability

                	 
	
                  SECTION
                    19. Counterparts

                	 
	
                  SECTION
                    20. Amendment

                	 
	
                  SECTION
                    21. GOVERNING LAW

                	 
	
                  SECTION
                    22. Further Assurances

                	 
	
                  SECTION
                    23. Successors and Assigns.

                	 
	
                  SECTION
                    24. The Mortgage Loan Seller

                	 
	
                  SECTION
                    25. Entire Agreement

                	 
	
                  SECTION
                    26. No Partnership

                	 


        

      

       

      EXHIBITS
        AND SCHEDULE TO

      MORTGAGE
        LOAN PURCHASE AGREEMENT

       

      
        
          	
                  Exhibit
                    1

                	
                  Contents
                    of Mortgage File

                	 
	
                  Exhibit
                    2

                	
                  Mortgage
                    Loan Schedule Information

                	 
	
                  Exhibit
                    3

                	
                  Mortgage
                    Loan Seller’s Information

                	 
	
                  Exhibit
                    4

                	
                  Purchaser’s
                    Information

                	 
	
                  Exhibit
                    5

                	
                  Schedule
                    of Lost Notes

                	 
	
                  Exhibit
                    6

                	
                  Appendix
                    E - Standard & Poor’s Anti-Predatory Lending
                    Categorization

                	 
	
                  Schedule
                    A

                	
                  Required
                    Ratings for Each Class of Certificates

                	 
	
                  Schedule
                    B

                	
                  Mortgage
                    Loan Schedule

                	 


        

      

       

      MORTGAGE
        LOAN PURCHASE AGREEMENT

       

      MORTGAGE
        LOAN PURCHASE AGREEMENT, dated as of April 30, 2007, as amended and supplemented
        by any and all amendments hereto (collectively, the “Agreement”),
        by
        and between EMC MORTGAGE CORPORATION, a Delaware corporation (the “Mortgage
        Loan Seller”)
        and
        STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., a Delaware corporation (the
        “Purchaser”).

       

      Upon
        the
        terms and subject to the conditions of this Agreement, the Mortgage Loan
        Seller
        agrees to sell, and the Purchaser agrees to purchase, certain conventional,
        first lien mortgage loans secured primarily by one- to four-family residential
        properties and individual condominium units (collectively, the “Mortgage
        Loans”)
        as
        described herein. The Purchaser intends to deposit the Mortgage Loans into
        a
        trust fund (the “Trust
        Fund”)
        and
        create Bear Stearns ARM Trust 2007-3, Mortgage Pass-Through Certificates,
        Series
        2007-3 (the “Certificates”),
        under
        a pooling and servicing agreement, to be dated as of April 1, 2007 (the
“Pooling
        and Servicing Agreement”),
        among
        the Purchaser, as depositor, EMC, as seller and as master servicer (in such
        capacity, the “Master Servicer”), and Wells Fargo Bank, N.A., as trustee (the
“Trustee”).

       

      The
        Purchaser has filed with the Securities and Exchange Commission (the
“Commission”)
        a
        registration statement on Form S-3 (Number 333-140247) relating to its Mortgage
        Pass-Through Certificates and the offering of certain series thereof (including
        certain classes of the Certificates) from time to time in accordance with
        Rule
        415 under the Securities Act of 1933, as amended, and the rules and regulations
        of the Commission promulgated thereunder (the “Securities
        Act”).
        Such
        registration statement, when it became effective under the Securities Act,
        and
        the prospectus relating to the public offering of certain classes of the
        Certificates by the Purchaser (the “Public
        Offering”),
        as
        each may be amended or supplemented from time to time pursuant to the Securities
        Act or otherwise, are referred to herein as the “Registration
        Statement”
and
        the
“Prospectus,”
        respectively. The “Prospectus
        Supplement”
shall
        mean that supplement, dated April [_], 2007, to the Prospectus, dated March
        20,
        2007, relating to certain classes of the Certificates. With respect to the
        Public Offering of certain classes of the Certificates, the Purchaser and
        Bear,
        Stearns & Co. Inc. (“Bear
        Stearns”)
        have
        entered into a terms agreement dated as of April [__], 2007 to an underwriting
        agreement dated February 26, 2007, between the Purchaser and Bear Stearns
        (together, the “Underwriting
        Agreement”).

       

      Now,
        therefore, in consideration of the premises and the mutual agreements set
        forth
        herein, the parties hereto agree as follows:

       

      SECTION
        1.   Definitions.
        Certain
        terms are defined herein. Capitalized terms used herein but not defined herein
        shall have the meanings specified in the Pooling and Servicing Agreement.
        The
        following other terms are defined as follows:

       

      Acquisition
        Price:
        Cash in
        an amount equal to $______ (plus $______ in accrued interest).1 

       

      Bear
        Stearns:
        Bear,
        Stearns & Co. Inc.

       

      Closing
        Date:
        April
        30, 2007.

       

      Cut-off
        Date:
        April
        1, 2007

       

      Cut-off
        Date Balance:
        $811,993,920.91

       

      Deleted
        Mortgage Loan:
        A
        Mortgage Loan replaced or to be replaced by a Substitute Mortgage
        Loan.

       

      Due
        Date:
        With
        respect to each Mortgage Loan, the date in each month on which its scheduled
        payment is due if such due date is the first day of a month and otherwise
        is
        deemed to be the first day of the following month or such other date specified
        in the related Servicing Agreement.

       

      EMC:
        EMC
        Mortgage Corporation.

       

      Fitch:
        Fitch,
        Inc., or its successors in interest.

       

      Master
        Servicer:
        EMC
        Mortgage Corporation

       

      MERS:
        Mortgage Electronic Registration Systems, Inc., a corporation organized and
        existing under the laws of the State of Delaware, or any successor
        thereto.

       

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

       

      [Moody’s:
        Moody’s
        Investors Service, Inc., or its successors in interest.]

       

      Mortgage:
        The
        mortgage, deed of trust or other instrument creating a first lien on an interest
        in real property securing a Mortgage Note.

       

      Mortgage
        File:
        The
        items referred to in Exhibit
        1
        pertaining to a particular Mortgage Loan and any additional documents required
        to be added to such documents pursuant to this Agreement or the Pooling and
        Servicing Agreement.

       

      Mortgage
        Interest Rate:
        The
        annual rate of interest borne by a Mortgage Note as stated therein.

       

      Mortgagor:
        The
        obligor(s) on a Mortgage Note.

       

      Net
        Rate:
        For
        each Mortgage Loan, the Mortgage Interest Rate for such Mortgage Loan less
        the
        sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the
        rate
        at which the Lender-Paid PMI Rate is calculated (if applicable).

       

      Opinion
        of Counsel:
        A
        written opinion of counsel, who may be counsel for the Mortgage Loan Seller
        or
        the Purchaser, reasonably acceptable to the Trustee.

       

      Person:
        Any
        legal person, including any individual, corporation, partnership, joint venture,
        association, joint stock company, trust, unincorporated organization or
        government or any agency or political subdivision thereof.

       

      Purchase
        Price:
        With
        respect to any Mortgage Loan (or any property acquired with respect thereto)
        required to be repurchased by the Mortgage Loan Seller pursuant to this
        Agreement or Article II of the Pooling and Servicing Agreement, an amount
        equal
        to the sum of (i)(a) 100% of the Outstanding Principal Balance of such Mortgage
        Loan as of the date of repurchase (or if the related Mortgaged Property was
        acquired with respect thereto, 100% of the Outstanding Principal Balance
        at the
        date of the acquisition), plus (b) accrued but unpaid interest on the
        Outstanding Principal Balance at the related Mortgage Interest Rate, through
        and
        including the last day of the month of repurchase, plus (c) any unreimbursed
        Monthly Advances and servicing advances payable to the related
        Servicer
        of the Mortgage Loan and (ii) any costs and damages (if any) incurred by
        the
        Trust in connection with any violation of such Mortgage Loan of any
        anti-predatory lending laws.

       

      Rating
        Agencies:
        Standard & Poor’s [, Moody’s] and Fitch, each a “Rating
        Agency.”

       

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

       

      Security
        Instrument:
        A
        written instrument creating a valid first lien on a Mortgaged Property securing
        a Mortgage Note, which may be any applicable form of mortgage, deed of trust,
        deed to secure debt or security deed, including any riders or addenda
        thereto.

       

      Servicing
        Agreement:
        Shall
        have the meaning assigned to such term in the Pooling and Servicing
        Agreement.

       

      Standard
        & Poor’s:
        Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its
        successors in interest.

       

      Substitute
        Mortgage Loan:
        A
        mortgage loan substituted for a Deleted Mortgage Loan which must meet, on
        the
        date of such substitution, the requirements stated herein and in the Pooling
        and
        Servicing Agreement with respect to such substitution; upon such substitution,
        such mortgage loan shall be a “Mortgage Loan” hereunder.

       

      Value:
        The
        value of the Mortgaged Property at the time of origination of the related
        Mortgage Loan, such value being the lesser of (i) the value of such property
        set
        forth in an appraisal accepted by the applicable originator of the Mortgage
        Loan
        or (ii) the sales price of such property at the time of
        origination.

       

      SECTION
        2.   Purchase
        and Sale of the Mortgage Loans and Related Rights.  

       

      (a)  Upon
        satisfaction of the conditions set forth in Section 10 hereof, the Mortgage
        Loan
        Seller agrees to sell, and the Purchaser agrees to purchase the Mortgage
        Loans
        having an aggregate outstanding principal balance as of the Cut-off Date equal
        to the Cut-off Date Balance.

       

      (b)  The
        closing for the purchase and sale of the Mortgage Loans and the closing for
        the
        issuance of the Certificates will take place on the Closing Date at the office
        of the Purchaser’s counsel in New York, New York or such other place as the
        parties shall agree.

       

      (c)  Upon
        the
        satisfaction of the conditions set forth in Section 10 hereof, on the Closing
        Date, the Purchaser shall pay to the Mortgage Loan Seller the Acquisition
        Price
        for the Mortgage Loans in immediately available funds by wire transfer to
        such
        account or accounts as shall be designated by the Mortgage Loan
        Seller.

       

      (d)  In
        addition to the foregoing, on the Closing Date the Mortgage Loan Seller assigns
        to the Purchaser all of its right, title and interest in the Servicing Agreement
        (other than its right to enforce the representations and warranties set forth
        therein).

       

      SECTION
        3.   Mortgage
        Loan Schedule.  The
        Mortgage Loan Seller agrees to provide to the Purchaser as of the date hereof
        a
        listing of the Mortgage Loans (the “Mortgage
        Loan Schedule”)
        setting forth the information listed on Exhibit
        2
        to this
        Agreement with respect to each of the Mortgage Loans being sold by the Mortgage
        Loan Seller. 

       

      SECTION
        4.   Mortgage
        Loan Transfer. 

       

      (a)  The
        Purchaser will be entitled to all scheduled payments of principal and interest
        on the Mortgage Loans due after the Cut-off Date (regardless of when actually
        collected) and all payments thereon, other than scheduled principal and interest
        due on or before the Cut-off Date but received after the Cut-off Date. The
        Mortgage Loan Seller will be entitled to all scheduled payments of principal
        and
        interest on the Mortgage Loans due on or before the Cut-off Date (including
        payments collected after the Cut-off Date) and all payments thereon, other
        than
        scheduled principal and interest due after the Cut-off Date but received
        on or
        before the Cut-off Date. Such principal amounts and any interest thereon
        belonging to the Mortgage Loan Seller as described above will not be included
        in
        the aggregate outstanding principal balance of the Mortgage Loans as of the
        Cut-off Date as set forth on the Mortgage Loan Schedule.

       

      (b)  Pursuant
        to various conveyance documents to be executed on the Closing Date and pursuant
        to the Pooling and Servicing Agreement, the Purchaser will assign on the
        Closing
        Date all of its right, title and interest in and to the Mortgage Loans to
        the
        Trustee for the benefit of the Certificateholders. In connection with the
        transfer and assignment of the Mortgage Loans, the Mortgage Loan Seller has
        delivered or will deliver or cause to be delivered to the Trustee, or the
        Custodian on behalf of the Trustee, by the Closing Date or such later date
        as is
        agreed to by the Purchaser and the Mortgage Loan Seller (each of the Closing
        Date and such later date is referred to as a “Mortgage
        File Delivery Date”),
        the
        items of the Custodian’s Mortgage File, provided,
        however,
        that in
        lieu of the foregoing, the Mortgage Loan Seller may deliver the following
        documents, under the circumstances set forth below: (i) in lieu of the original
        Security Instrument, assignments to the Trustee or intervening assignments
        thereof which have been delivered, are being delivered or will, upon receipt
        of
        recording information relating to the Security Instrument required to be
        included thereon, be delivered to recording offices for recording and have
        not
        been returned to the Mortgage Loan Seller in time to permit their delivery
        as
        specified above, the Mortgage Loan Seller may deliver a true copy thereof
        with a
        certification, on the face of such copy, substantially as follows: “Certified to
        be a true and correct copy of the original;” (ii) in lieu of the Security
        Instrument, assignments to the Trustee or intervening assignments thereof,
        if
        the applicable jurisdiction retains the originals of such documents (as
        evidenced by a certification from the Mortgage Loan Seller to such effect),
        the
        Mortgage Loan Seller may deliver photocopies of such documents containing
        an
        original certification by the judicial or other governmental authority of
        the
        jurisdiction where such documents were recorded; (iii) in lieu of the Mortgage
        Notes relating to the Mortgage Loans, each identified in the list delivered
        by
        the Purchaser to the Trustee on the Closing Date and attached hereto as
Exhibit
        5
        the
        Mortgage Loan Seller may deliver lost note affidavits and indemnities of
        the
        Mortgage Loan Seller; and (iv) the Mortgage Loan Seller shall not be required
        to
        deliver intervening assignments or Mortgage Note endorsements between the
        related Underlying Seller and the Mortgage Loan Seller, between the Mortgage
        Loan Seller and the Depositor, and between the Depositor and the Trustee;
        and
        provided further, however, that in the case of Mortgage Loans which have
        been
        prepaid in full after the Cut-off Date and prior to the Closing Date, the
        Mortgage Loan Seller, in lieu of delivering the above documents, may deliver
        to
        the Trustee or the Custodian, on its behalf, a certification by the Mortgage
        Loan Seller or the Master Servicer to such effect and shall deposit all amounts
        paid in respect of such Mortgage Loans in the Distribution Account on the
        Closing Date. The Mortgage Loan Seller shall deliver such original documents
        (including any original documents as to which certified copies had previously
        been delivered) or such certified copies to the Trustee, or the Custodian
        on
        behalf of the Trustee, promptly after they are received. The Mortgage Loan
        Seller shall cause the Mortgage and intervening assignments, if any, and
        the
        assignment of the Security Instrument to be recorded not later than 180 days
        after the Closing Date unless such assignment is not required to be recorded
        under the terms set forth in Section 6(a) hereof.

       

      (c)  In
        connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Mortgage Loan Seller further agrees that it will cause, at the
        Mortgage Loan Seller’s own expense, within 30 days after the Closing Date, the
        MERS® System to indicate that such Mortgage Loans have been assigned by the
        Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trustee
        in
        accordance with this Agreement for the benefit of the Certificateholders
        by
        including (or deleting, in the case of Mortgage Loans which are repurchased
        in
        accordance with this Agreement) in such computer files (a) the code in the
        field
        which identifies the specific Trustee and (b) the code in the field “Pool Field”
which identifies the series of the Certificates issued in connection with
        such
        Mortgage Loans. The Mortgage Loan Seller further agrees that it will not,
        and
        will not permit any Servicer or the Master Servicer to alter the codes
        referenced in this paragraph with respect to any Mortgage Loan during the
        term
        of the Pooling and Servicing Agreement unless and until such Mortgage Loan
        is
        repurchased in accordance with the terms of the Pooling and Servicing
        Agreement.

       

      (d)  The
        Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of
        the
        Mortgage Loans and the related servicing will ultimately be assigned to Wells
        Fargo, N.A., as Trustee for the Certificateholders, on the date
        hereof.

       

      SECTION
        5.   Examination
        of Mortgage Files. 

       

      (a)  On
        or
        before the Mortgage File Delivery Date, the Mortgage Loan Seller will have
        made
        the Mortgage Files available to the Purchaser or its agent for examination
        which
        may be at the offices of the Trustee or the Mortgage Loan Seller and/or the
        Mortgage Loan Seller’s custodian. The fact that the Purchaser or its agent has
        conducted or has failed to conduct any partial or complete examination of
        the
        Mortgage Files shall not affect the Purchaser’s rights to demand cure,
        repurchase, substitution or other relief as provided in this Agreement. In
        furtherance of the foregoing, the Mortgage Loan Seller shall make the Mortgage
        Files available to the Purchaser or its agent from time to time so as to
        permit
        the Purchaser to confirm the Mortgage Loan Seller’s compliance with the delivery
        and recordation requirements of this Agreement and the Pooling and Servicing
        Agreement. In addition, upon request of the Purchaser, the Mortgage Loan
        Seller
        agrees to provide to the Purchaser, Bear Stearns and to any investors or
        prospective investors in the Certificates information regarding the Mortgage
        Loans and their servicing, to make the Mortgage Files available to the
        Purchaser, Bear Stearns and to such investors or prospective investors (which
        may be at the offices of the Mortgage Loan Seller and/or the Mortgage Loan
        Seller’s custodian) and to make available personnel knowledgeable about the
        Mortgage Loans for discussions with the Purchaser, Bear Stearns and such
        investors or prospective investors, upon reasonable request during regular
        business hours, sufficient to permit the Purchaser, Bear Stearns and such
        investors or potential investors to conduct such due diligence as any such
        party
        reasonably believes is appropriate.

       

      (b)  Pursuant
        to the Pooling and Servicing Agreement, on the Closing Date the Custodian,
        on
        behalf of the Trustee, for the benefit of the Certificateholders, will
        acknowledge receipt of each Mortgage Loan, by delivery to the Mortgage Loan
        Seller, the Purchaser and the Trustee of an initial certification in the
        form
        attached as Exhibit One to the Custodial Agreement.

       

      (c)  Pursuant
        to the Pooling and Servicing Agreement, within 90 days of the Closing Date
        (or,
        with respect to any Substitute Mortgage Loan, within five business days after
        the receipt by the Trustee or Custodian thereof), the Trustee will review
        or
        shall cause the Custodian to review items of the Mortgage Files as set forth
        on
Exhibit
        1
        and will
        deliver to the Mortgage Loan Seller, the Purchaser and the Trustee an interim
        certification substantially in the form of Exhibit Two to the Custodial
        Agreement. If the Trustee or Custodian, as its agent, finds any document
        listed
        on Exhibit
        1
        not to
        have been executed or received, or to be unrelated, determined on the basis
        of
        the Mortgagor name, original principal balance and loan number, to the Mortgage
        Loans identified in the Mortgage Loan Schedule or to appear defective on
        its
        face (a “Material
        Defect”),
        the
        Trustee or the Custodian, as its agent, shall promptly notify the Mortgage
        Loan
        Seller of such Material Defect. The Mortgage Loan Seller shall correct or
        cure
        any such Material Defect within 90 days from the date of notice from the
        Trustee
        or the Custodian, on its behalf, of the Material Defect and if the Mortgage
        Loan
        Seller fails to correct or cure such Material Defect within such period and
        such
        defect materially and adversely affects the interests of the Certificateholders
        in the related Mortgage Loan, the Mortgage Loan Seller will, in accordance
        with
        the terms of the Pooling and Servicing Agreement, within 90 days of the date
        of
        notice, provide the Trustee with a Substitute Mortgage Loan (if within two
        years
        of the Closing Date) or purchase the related Mortgage Loan at the applicable
        Purchase Price; provided
        that,
        if such
        defect would cause the Mortgage Loan to be other than a “qualified mortgage” as
        defined in Section 860G(a)(3) of the Code, any such cure, repurchase or
        substitution must occur within 90 days from the date such breach was discovered;
        provided, however,
        that if
        such defect relates solely to the inability of the Mortgage Loan Seller to
        deliver the original Security Instrument or intervening assignments thereof,
        or
        a certified copy because the originals of such documents, or a certified
        copy,
        have not been returned by the applicable jurisdiction, the Mortgage Loan
        Seller
        shall not be required to purchase such Mortgage Loan if the Mortgage Loan
        Seller
        delivers such original documents or certified copy promptly upon receipt,
        but in
        no event later than 360 days after the Closing Date. The foregoing repurchase
        obligation shall not apply in the event that the Mortgage Loan Seller cannot
        deliver such original or copy of any document submitted for recording to
        the
        appropriate recording office in the applicable jurisdiction because such
        document has not been returned by such office; provided that the Mortgage
        Loan
        Seller shall instead deliver a recording receipt of such recording office
        or, if
        such receipt is not available, a certificate confirming that such documents
        have
        been accepted for recording, and delivery to the Trustee or the Custodian,
        as
        its agent, shall be effected by the Mortgage Loan Seller within thirty days
        of
        its receipt of the original recorded document.

       

      (d)  Pursuant
        to the Pooling and Servicing Agreement, within 180 days of the Closing Date
        (or,
        with respect to any Substitute Mortgage Loan, within five business days after
        the receipt by the Trustee or Custodian thereof) the Trustee will review
        or
        cause the Custodian to review items of the Mortgage Files as set forth on
        Exhibit
        1
        and will
        deliver to the Mortgage Loan Seller, the Purchaser and the Trustee a final
        certification substantially in the form of Exhibit Three to the Custodial
        Agreement. If the Trustee or Custodian, as its agent, finds a Material Defect,
        the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage
        Loan Seller of such Material Defect. The Mortgage Loan Seller shall correct
        or
        cure any such Material Defect within 90 days from the date of notice from
        the
        Trustee or the Custodian, as its agent, of the Material Defect and if the
        Mortgage Loan Seller fails to correct or cure such Material Defect within
        such
        period and such defect materially and adversely affects the interests of
        the
        Certificateholders in the related Mortgage Loan, the Mortgage Loan Seller
        will,
        in accordance with the terms of the Pooling and Servicing Agreement, within
        90
        days of the date of notice, provide the Trustee with a Substitute Mortgage
        Loan
        (if within two years of the Closing Date) or purchase the related Mortgage
        Loan
        at the applicable Purchase Price; provided
        that,
        if such
        defect would cause the Mortgage Loan to be other than a “qualified mortgage” as
        defined in Section 860G(a)(3) of the Code, any such cure, repurchase or
        substitution must occur within 90 days from the date such breach was discovered;
        provided, however,
        that if
        such defect relates solely to the inability of the Mortgage Loan Seller to
        deliver the original Security Instrument or intervening assignments thereof,
        or
        a certified copy because the originals of such documents, or a certified
        copy,
        have not been returned by the applicable jurisdiction, the Mortgage Loan
        Seller
        shall not be required to purchase such Mortgage Loan if the Mortgage Loan
        Seller
        delivers such original documents or certified copy promptly upon receipt,
        but in
        no event later than 360 days after the Closing Date. The foregoing repurchase
        obligation shall not apply in the event that the Mortgage Loan Seller cannot
        deliver such original or copy of any document submitted for recording to
        the
        appropriate recording office in the applicable jurisdiction because such
        document has not been returned by such office; provided that the Mortgage
        Loan
        Seller shall instead deliver a recording receipt of such recording office
        or, if
        such receipt is not available, a certificate confirming that such documents
        have
        been accepted for recording, and delivery to the Trustee or the Custodian,
        as
        its agent, shall be effected by the Mortgage Loan Seller within thirty days
        of
        its receipt of the original recorded document.

       

      (e)  At
        the
        time of any substitution, the Mortgage Loan Seller shall deliver or cause
        to be
        delivered the Substitute Mortgage Loan, the related Mortgage File and any
        other
        documents and payments required to be delivered in connection with a
        substitution pursuant to the Pooling and Servicing Agreement. At the time
        of any
        purchase or substitution, the Trustee in accordance with the terms of the
        Pooling and Servicing Agreement shall (i) assign to the Mortgage Loan Seller
        and
        cause the Custodian to release the documents (including, but not limited
        to, the
        Mortgage, Mortgage Note and other contents of the Mortgage File) in the
        possession of the Custodian relating to the Deleted Mortgage Loan and (ii)
        execute and deliver such instruments of transfer or assignment, in each case
        without recourse, as shall be necessary to vest in the Mortgage Loan Seller
        title to such Deleted Mortgage Loan.

       

      SECTION
        6.   Recordation
        of Assignments of Mortgage. 

       

      (a)  The
        Mortgage Loan Seller shall cause each assignment of the Security Instrument
        from
        the Mortgage Loan Seller to the Trustee to be recorded not later than 180
        days
        after the Closing Date, unless (a) such recordation is not required by the
        Rating Agencies or an Opinion of Counsel has been provided to the Trustee
        (with
        a copy to the Custodian) which states that the recordation of such assignment
        is
        not necessary to protect the interests of the Certificateholders in the related
        Mortgage Loans or (b) MERS is identified on the Mortgage or on a properly
        recorded assignment of the Mortgage, as the Mortgagee of record solely as
        nominee for the Mortgage Loan Seller and its successors and assigns;
provided,
        however,
        notwithstanding the delivery of any such Opinion of Counsel, each assignment
        of
        Mortgage shall be submitted for recording by the Mortgage Loan Seller in
        the
        manner described above, at no expense to the Trust Fund or Trustee, upon
        the
        earliest to occur of (i) reasonable direction by the Holders of Certificates
        evidencing Fractional Undivided Interests aggregating not less than 25% of
        the
        Trust, (ii) the occurrence of an Event of Default, (iii) the occurrence of
        a
        bankruptcy, insolvency or foreclosure relating to the Mortgage Loan Seller
        and,
        (iv) the occurrence of a servicing transfer as described in Section 8.02
        of the
        Pooling and Servicing Agreement.

       

      While
        each such Mortgage or assignment is being recorded, if necessary, the Mortgage
        Loan Seller shall leave or cause to be left with the Trustee a certified
        copy of
        such Mortgage or assignment. All customary recording fees and reasonable
        expenses relating to the recordation of the assignments of mortgage to the
        Trustee or the Opinion of Counsel, as the case may be, shall be borne by
        the
        Mortgage Loan Seller.

       

      (b)  It
        is the
        express intent of the parties hereto that the conveyance of the Mortgage
        Loans
        by the Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement
        be, and be treated as, a sale. It is, further, not the intention of the parties
        that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage
        Loan Seller to the Purchaser to secure a debt or other obligation of the
        Mortgage Loan Seller. However, in the event that, notwithstanding the intent
        of
        the parties, the Mortgage Loans are held by a court of competent jurisdiction
        to
        continue to be property of the Mortgage Loan Seller, then (i) this Agreement
        shall also be deemed to be a security agreement within the meaning of Articles
        8
        and 9 of the applicable Uniform Commercial Code; (ii) the transfer of the
        Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage
        Loan Seller to the Purchaser of a security interest in all of the Mortgage
        Loan
        Seller’s right, title and interest in and to the Mortgage Loans and all amounts
        payable to the holders of the Mortgage Loans in accordance with the terms
        thereof and all proceeds of the conversion, voluntary or involuntary, of
        the
        foregoing into cash, instruments, securities or other property, to the extent
        the Purchaser would otherwise be entitled to own such Mortgage Loans and
        proceeds pursuant to Section 4 hereof, including all amounts, other than
        investment earnings, from time to time held or invested in any accounts created
        pursuant to the Pooling and Servicing Agreement, whether in the form of cash,
        instruments, securities or other property; (iii) the possession by the Purchaser
        or the Trustee of Mortgage Notes and such other items of property as constitute
        instruments, money, negotiable documents or chattel paper shall be deemed
        to be
“possession by the secured party” for purposes of perfecting the security
        interest pursuant to Section 9-313 (or comparable provision) of the applicable
        Uniform Commercial Code; and (iv) notifications to persons holding such
        property, and acknowledgments, receipts or confirmations from persons holding
        such property, shall be deemed notifications to, or acknowledgments, receipts
        or
        confirmations from, financial intermediaries, bailees or agents (as applicable)
        of the Purchaser for the purpose of perfecting such security interest under
        applicable law. Any assignment of the interest of the Purchaser pursuant
        to any
        provision hereof or pursuant to the Pooling and Servicing Agreement shall
        also
        be deemed to be an assignment of any security interest created hereby. The
        Mortgage Loan Seller and the Purchaser shall, to the extent consistent with
        this
        Agreement, take such actions as may be reasonably necessary to ensure that,
        if
        this Agreement were deemed to create a security interest in the Mortgage
        Loans,
        such security interest would be deemed to be a perfected security interest
        of
        first priority under applicable law and will be maintained as such throughout
        the term of the Pooling and Servicing Agreement.

       

      SECTION
        7.   Representations
        and Warranties of Mortgage Loan Seller Concerning the Mortgage
        Loans.
        The
        Mortgage Loan Seller hereby represents and warrants to the Purchaser as of
        the
        Closing Date, or such other date as may be specified below with respect to
        each
        Mortgage Loan being sold by it, that:

       

      (i)  the
        information set forth in the Mortgage Loan Schedule hereto is true and correct
        in all material respects;

       

      (ii)  immediately
        prior to the transfer to the Purchaser, the Mortgage Loan Seller was the
        sole
        owner of beneficial title and holder of each Mortgage and Mortgage Note relating
        to the Mortgage Loans and is conveying the same free and clear of any and
        all
        liens, claims, encumbrances, participation interests, equities, pledges,
        charges
        or security interests of any nature and the Mortgage Loan Seller has full
        right
        and authority to sell or assign the same pursuant to this
        Agreement;

       

      (iii)  each
        Mortgage Loan at the time it was made complied in all material respects with
        all
        applicable local, state and federal laws and regulations, including, without
        limitation, usury, equal credit opportunity, disclosure and recording laws
        and
        all applicable predatory, abusive and fair lending laws; and each Mortgage
        Loan
        has been serviced in all material respects in accordance with all applicable
        local, state and federal laws and regulations, including, without limitation,
        usury, equal credit opportunity, disclosure and recording laws and all
        applicable anti-predatory lending laws and the terms of the related Mortgage
        Note, the Mortgage and other loan documents;

       

      (iv)  there
        is
        no monetary default existing under any Mortgage or the related Mortgage Note
        and
        there is no material event which, with the passage of time or with notice
        and
        the expiration of any grace or cure period, would constitute a default, breach
        or event of acceleration; and neither the Mortgage Loan Seller, any of its
        affiliates nor any servicer of any related Mortgage Loan has taken any action
        to
        waive any default, breach or event of acceleration; and no foreclosure action
        is
        threatened or has been commenced with respect to the Mortgage Loan;

       

      (v)  the
        terms
        of the Mortgage Note and the Mortgage have not been impaired, waived, altered
        or
        modified in any respect, except by written instruments, (i) if required by
        law
        in the jurisdiction where the Mortgaged Property is located, or (ii) to protect
        the interests of the Trustee on behalf of the Certificateholders;

       

      (vi)  no
        selection procedure reasonably believed by the Mortgage Loan Seller to be
        adverse to the interests of the Certificateholders was utilized in selecting
        the
        Mortgage Loans;

       

      (vii)  each
        Mortgage is a valid and enforceable first lien on the property securing the
        related Mortgage Note and each Mortgaged Property is owned by the Mortgagor
        in
        fee simple (except with respect to common areas in the case of condominiums,
        PUDs and de minimis
        PUDs) or
        by leasehold for a term longer than the term of the related Mortgage, subject
        only to (i) the lien of current real property taxes and assessments, (ii)
        covenants, conditions and restrictions, rights of way, easements and other
        matters of public record as of the date of recording of such Mortgage, such
        exceptions being acceptable to mortgage lending institutions generally or
        specifically reflected in the appraisal obtained in connection with the
        origination of the related Mortgage Loan or referred to in the lender’s title
        insurance policy delivered to the originator of the related Mortgage Loan
        and
        (iii) other matters to which like properties are commonly subject which do
        not
        materially interfere with the benefits of the security intended to be provided
        by such Mortgage;

       

      (viii)  there
        is
        no mechanics’ lien or claim for work, labor or material affecting the premises
        subject to any Mortgage which is or may be a lien prior to, or equal with,
        the
        lien of such Mortgage except those which are insured against by the title
        insurance policy referred to in xiii below;

       

      (ix)  there
        was
        no delinquent tax or assessment lien against the property subject to any
        Mortgage, except where such lien was being contested in good faith and a
        stay
        had been granted against levying on the property;

       

      (x)  there
        is
        no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
        including the obligation of the Mortgagor to pay the unpaid principal and
        interest on such Mortgage Note;

       

      (xi)  the
        physical property subject to any Mortgage is free of material damage and
        is in
        good repair and there is no proceeding pending or threatened for the total
        or
        partial condemnation of any Mortgaged Property;

       

      (xii)  the
        Mortgaged Property and all improvements thereon comply with all requirements
        of
        any applicable zoning and subdivision laws and ordinances;

       

      (xiii)  a
        lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other
        assurance of title customary in the relevant jurisdiction therefor in a form
        acceptable to Fannie Mae or Freddie Mac, was issued on the date that each
        Mortgage Loan was created by a title insurance company which, to the best
        of the
Mortgage
        Loan Seller’s
        knowledge, was qualified to do business in the jurisdiction where the related
        Mortgaged Property is located, insuring the Mortgage Loan Seller and its
        successors and assigns that the Mortgage is a first priority lien on the
        related
        Mortgaged Property in the original principal amount of the Mortgage Loan;
        and
        the Mortgage Loan Seller is the sole insured under such lender’s title insurance
        policy, and such policy, binder or assurance is valid and remains in full
        force
        and effect, and each such policy, binder or assurance shall contain all
        applicable endorsements including a negative amortization endorsement, if
        applicable; with
        respect to any junior lien Mortgage Loan, other
        than any Piggyback Loan that has an initial principal amount less than
        or equal to $200,000, (a) a lender’s title insurance policy or binder, or
        other assurance of title customary in the relevant jurisdiction therefore
        in a
        form acceptable to Fannie Mae or Freddie Mac, was issued on the date that
        each
        Mortgage Loan was created by a title insurance company which, to the best
        of the
Mortgage
        Loan Seller’s
        knowledge, was qualified to do business in the jurisdiction where the related
        Mortgaged Property is located, insuring the related seller and its successors
        and assigns; and the Mortgage
        Loan Seller
        is the sole insured under such lender’s title insurance policy, and such policy,
        binder or assurance is valid and remains in full force and effect, and each
        such
        policy, binder or assurance shall contain all applicable endorsements including
        a negative amortization endorsement, if applicable, or (b) a  lien
        search  was conducted at the time of origination with respect to
        the related Mortgaged Property;

       

      (xiv)  at
        the
        time of origination, each Mortgaged Property was the subject of an appraisal
        which conformed to the underwriting requirements of the originator of the
        Mortgage Loan and, the appraisal is in a form acceptable to Fannie Mae or
        FHLMC;

       

      (xv)  the
        improvements on each Mortgaged Property securing a Mortgage Loan are insured
        (by
        an insurer which is acceptable to the Mortgage Loan Seller) against loss
        by fire
        and such hazards as are covered under a standard extended coverage endorsement
        in the locale in which the Mortgaged Property is located, in an amount which
        is
        not less than the lesser of the maximum insurable value of the improvements
        securing such Mortgage Loan or the outstanding principal balance of the Mortgage
        Loan, but in no event in an amount less than an amount that is required to
        prevent the Mortgagor from being deemed to be a co-insurer thereunder; if
        the
        improvement on the Mortgaged Property is a condominium unit, it is included
        under the coverage afforded by a blanket policy for the condominium project;
        if
        upon origination of the related Mortgage Loan, the improvements on the Mortgaged
        Property were in an area identified as a federally designated flood area,
        a
        flood insurance policy is in effect in an amount representing coverage not
        less
        than the least of (i) the outstanding principal balance of the Mortgage Loan,
        (ii) the restorable cost of improvements located on such Mortgaged Property
        or
        (iii) the maximum coverage available under federal law; and each Mortgage
        obligates the Mortgagor thereunder to maintain the insurance referred to
        above
        at the Mortgagor’s cost and expense;

       

      (xvi)  each
        Mortgage Loan constitutes a "qualified mortgage" under Section 860G(a)(3)(A)
        of
        the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6),
        (7)
        and (9) without reliance on the provisions of Treasury Regulation Section
        1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
        provision that would allow a Mortgage Loan to be treated as a “qualified
        mortgage” notwithstanding its failure to meet the requirements of Section
        860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1),
        (2),
        (4), (5), (6), (7) and (9);

       

      (xvii)  none
        of
        the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
        226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing
        TILA,
        which implements the Home Ownership and Equity Protection Act of 1994, as
        amended or (b) “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home
        Ownership Security Act of 2002 that were originated between November 26,
        2003
        and July 7, 2004), “high risk home” or “predatory” loans under any applicable
        state, federal or local law (or a similarly classified loan using different
        terminology under a law imposing heightened regulatory scrutiny or additional
        legal liability for residential mortgage loans having high interest rates,
        points and/or fees);

       

      (xviii)  the
        information set forth in Schedule A of the Prospectus Supplement with respect
        to
        the Mortgage Loans
        is true
        and correct in all material respects; 

       

      (xix)  no
        Mortgage Loan (a) is a “high cost loan” or “covered loan” as applicable (as such
terms
        are
        defined in the then current Standard & Poor’s LEVELS® Glossary, which is now
        Version 5.6c, Appendix E, attached hereto as Exhibit 6 or (b) was originated
        on
        or after October 1, 2002 through March 6, 2003 and is governed by the Georgia
        Fair Lending Act;

       

      (xx)  each
        Mortgage Loan was originated in accordance with the underwriting guidelines
        of
        the related originator;

       

      (xxi)  each
        original Mortgage has been recorded or is in the process of being recorded
        in
        accordance with the requirements of Section 2.01 of the Pooling and Servicing
        Agreement in the appropriate jurisdictions wherein such recordation is required
        to perfect the lien thereof for the benefit of the Trust Fund; 

       

      (xxii)  the
        related Mortgage File contains each of the documents and instruments listed
        in
        Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions,
        substitutions and qualifications as are set forth in such Section;

       

      (xxiii)  the
        Mortgage Loans are currently being serviced in accordance with accepted
        servicing practices;

       

      (xxiv)  with
        respect to each Mortgage Loan that has a prepayment penalty feature, each
        such
        prepayment penalty is enforceable and will be enforced by the Mortgage Loan
        Seller and each prepayment penalty
        is
        permitted pursuant to federal, state and local law. In addition, with respect
        to
        each Mortgage Loan (i) no Mortgage Loan will impose a prepayment penalty
        for a
        term in excess of five years from the date such Mortgage Loan was originated
        and
        (ii) such prepayment penalty is at least equal to the lesser of (A) the maximum
        amount permitted under applicable law and (B) six months interest at the
        related
        Mortgage Interest Rate on the amount prepaid in excess of 20% of the original
        principal balance of such Mortgage Loan.

       

      (xxv)  if
        any of
        the Mortgage Loans are secured by a leasehold interest, with respect to each
        leasehold interest: the use of leasehold estates for residential properties
        is
        an accepted practice in the area where the related Mortgaged Property is
        located; residential property in such area consisting of leasehold estates
        is
        readily marketable; the lease is recorded and no party is in any way in breach
        of any provision of such lease; the leasehold is in full force and effect
        and is
        not subject to any prior lien or encumbrance by which the leasehold could
        be
        terminated or subject to any charge or penalty; and the remaining term of
        the
        lease does not terminate less than ten years after the maturity date of such
        Mortgage Loan; and

       

      (xxvi)  each
        Mortgage Loan was originated (a)  by a savings and loan association,
        savings bank, commercial bank, credit union, insurance company or similar
        institution that is supervised and examined by a federal or state authority,
        (b)
        by a mortgagee approved by the Secretary of Housing and Urban Development
        pursuant to Sections 203 and 211 of the National Housing Act, as amended,
        or (c)
        by a mortgage broker or correspondent lender in a manner such that the related
        Mortgage Loan would be regarded for purposes of Section 3(a)(41) of the
        Securities Exchange Act of 1934, as amended, as having been originated by
        an
        entity described in clauses (a) or (b) above.

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        this
        Section 7 will inure to the benefit of the Purchaser, its successors and
        assigns, notwithstanding any restrictive or qualified endorsement on any
        Mortgage Note or assignment of Mortgage or the examination of any Mortgage
        File.
        Upon any substitution for a Mortgage Loan, the representations and warranties
        set forth above shall be deemed to be made by the Mortgage Loan Seller as
        to any
        Substitute Mortgage Loan as of the date of substitution.

       

      Upon
        discovery or receipt of notice by the Mortgage Loan Seller, the Purchaser
        or the
        Trustee of a breach of any representation or warranty of the Mortgage Loan
        Seller set forth in this Section 7 which materially and adversely affects
        the
        value of the interests of the Purchaser, the Certificateholders or the Trustee
        in any of the Mortgage Loans delivered to the Purchaser pursuant to this
        Agreement, the party discovering or receiving notice of such breach shall
        give
        prompt written notice to the others. In the case of any such breach of a
        representation or warranty set forth in this Section 7, within 90 days from
        the
        date of discovery by the Mortgage Loan Seller, or the date the Mortgage Loan
        Seller is notified by the party discovering or receiving notice of such breach
        (whichever occurs earlier), the Mortgage Loan Seller will (i) cure such breach
        in all material respects, (ii) purchase the affected Mortgage Loan at the
        applicable Purchase Price or (iii) if within two years of the Closing Date,
        substitute a qualifying Substitute Mortgage Loan in exchange for such Mortgage
        Loan. The obligations of the Mortgage Loan Seller to cure, purchase or
        substitute a qualifying Substitute Mortgage Loan shall constitute the
        Purchaser’s, the Trustee’s and the Certificateholder’s sole and exclusive remedy
        under this Agreement or otherwise respecting a breach of representations
        or
        warranties hereunder with respect to the Mortgage Loans, except for the
        obligation of the Mortgage Loan Seller to indemnify the Purchaser for such
        breach as set forth in and limited by Section 13 hereof.

       

      Any
        cause
        of action against the Mortgage Loan Seller or relating to or arising out
        of a
        breach by the Mortgage Loan Seller of any representations and warranties
        made in
        this Section 7 shall accrue as to any Mortgage Loan upon (i) discovery of
        such
        breach by the Mortgage Loan Seller or notice thereof by the party discovering
        such breach and (ii) failure by the Mortgage Loan Seller to cure such breach,
        purchase such Mortgage Loan or substitute a qualifying Substitute Mortgage
        Loan
        pursuant to the terms hereof.

       

      SECTION
        8.   Representations
        and Warranties Concerning the Mortgage Loan Seller.  As
        of the date hereof and as of the Closing Date, the Mortgage Loan Seller
        represents and warrants to the Purchaser as to itself in the capacity indicated
        as follows:

       

      (a)  the
        Mortgage Loan Seller (i) is a corporation duly organized, validly existing
        and
        in good standing under the laws of the State of Delaware and (ii) is qualified
        and in good standing to do business in each jurisdiction where such
        qualification is necessary, except where the failure so to qualify would
        not
        reasonably be expected to have a material adverse effect on the Mortgage
        Loan
        Seller’s business as presently conducted or on the Mortgage Loan Sellers ability
        to enter into this Agreement and to consummate the transactions contemplated
        hereby;

       

      (b)  the
        Mortgage Loan Seller has full corporate power to own its property, to carry
        on
        its business as presently conducted and to enter into and perform its
        obligations under this Agreement;

       

      (c)  the
        execution and delivery by the Mortgage Loan Seller of this Agreement have
        been
        duly authorized by all necessary action on the part of the Mortgage Loan
        Seller;
        and neither the execution and delivery of this Agreement, nor the consummation
        of the transactions herein contemplated, nor compliance with the provisions
        hereof, will conflict with or result in a breach of, or constitute a default
        under, any of the provisions of any law, governmental rule, regulation,
        judgment, decree or order binding on the Mortgage Loan Seller or its properties
        or the charter or by-laws of the Mortgage Loan Seller, except those conflicts,
        breaches or defaults which would not reasonably be expected to have a material
        adverse effect on the Mortgage Loan Seller’s ability to enter into this
        Agreement and to consummate the transactions contemplated hereby;

       

      (d)  the
        execution, delivery and performance by the Mortgage Loan Seller of this
        Agreement and the consummation of the transactions contemplated hereby do
        not
        require the consent or approval of, the giving of notice to, the registration
        with, or the taking of any other action in respect of, any state, federal
        or
        other governmental authority or agency, except those consents, approvals,
        notices, registrations or other actions as have already been obtained, given
        or
        made and, in connection with the recordation of the Mortgages, powers of
        attorney or assignments of Mortgages not yet completed;

       

      (e)  this
        Agreement has been duly executed and delivered by the Mortgage Loan Seller
        and,
        assuming due authorization, execution and delivery by the Purchaser, constitutes
        a valid and binding obligation of the Mortgage Loan Seller enforceable against
        it in accordance with its terms (subject to applicable bankruptcy and insolvency
        laws and other similar laws affecting the enforcement of the rights of creditors
        generally);

       

      (f)  there
        are
        no actions, suits or proceedings pending or, to the knowledge of the Mortgage
        Loan Seller, threatened against the Mortgage Loan Seller, before or by any
        court, administrative agency, arbitrator or governmental body (i) with respect
        to any of the transactions contemplated by this Agreement or (ii) with respect
        to any other matter which in the judgment of the Mortgage Loan Seller will
        be
        determined adversely to the Mortgage Loan Seller and will if determined
        adversely to the Mortgage Loan Seller materially and adversely affect the
        Mortgage Loan Seller’s ability to perform its obligations under this Agreement;
        and the Mortgage Loan Seller is not in default with respect to any order
        of any
        court, administrative agency, arbitrator or governmental body so as to
        materially and adversely affect the transactions contemplated by this Agreement;
        and

       

      (g)  the
        Mortgage Loan Seller’s Information (as defined in Section 13(a) hereof) does not
        include any untrue statement of a material fact or omit to state a material
        fact
        necessary in order to make the statements made, in light of the circumstances
        under which they were made, not misleading.

       

      SECTION
        9.   Representations
        and Warranties Concerning the Purchaser.  As
        of the date hereof and as of the Closing Date, the Purchaser represents and
        warrants to the Mortgage Loan Seller as follows:

       

      (a)  the
        Purchaser (i) is a corporation duly organized, validly existing and in good
        standing under the laws of the State of Delaware and (ii) is qualified and
        in
        good standing as a foreign corporation to do business in each jurisdiction
        where
        such qualification is necessary, except where the failure so to qualify would
        not reasonably be expected to have a material adverse effect on the Purchaser’s
        business as presently conducted or on the Purchaser’s ability to enter into this
        Agreement and to consummate the transactions contemplated hereby;

       

      (b)  the
        Purchaser has full corporate power to own its property, to carry on its business
        as presently conducted and to enter into and perform its obligations under
        this
        Agreement;

       

      (c)  the
        execution and delivery by the Purchaser of this Agreement have been duly
        authorized by all necessary corporate action on the part of the Purchaser;
        and
        neither the execution and delivery of this Agreement, nor the consummation
        of
        the transactions herein contemplated, nor compliance with the provisions
        hereof,
        will conflict with or result in a breach of, or constitute a default under,
        any
        of the provisions of any law, governmental rule, regulation, judgment, decree
        or
        order binding on the Purchaser or its properties or the articles of
        incorporation or by-laws of the Purchaser, except those conflicts, breaches
        or
        defaults which would not reasonably be expected to have a material adverse
        effect on the Purchaser’s ability to enter into this Agreement and to consummate
        the transactions contemplated hereby;

       

      (d)  the
        execution, delivery and performance by the Purchaser of this Agreement and
        the
        consummation of the transactions contemplated hereby do not require the consent
        or approval of, the giving of notice to, the registration with, or the taking
        of
        any other action in respect of, any state, federal or other governmental
        authority or agency, except those consents, approvals, notices, registrations
        or
        other actions as have already been obtained, given or made;

       

      (e)  this
        Agreement has been duly executed and delivered by the Purchaser and, assuming
        due authorization, execution and delivery by the Mortgage Loan Seller,
        constitutes a valid and binding obligation of the Purchaser enforceable against
        it in accordance with its terms (subject to applicable bankruptcy and insolvency
        laws and other similar laws affecting the enforcement of the rights of creditors
        generally);

       

      (f)  there
        are
        no actions, suits or proceedings pending or, to the knowledge of the Purchaser,
        threatened against the Purchaser, before or by any court, administrative
        agency,
        arbitrator or governmental body (i) with respect to any of the transactions
        contemplated by this Agreement or (ii) with respect to any other matter which
        in
        the judgment of the Purchaser will be determined adversely to the Purchaser
        and
        will if determined adversely to the Purchaser materially and adversely affect
        the Purchaser’s ability to perform its obligations under this Agreement; and the
        Purchaser is not in default with respect to any order of any court,
        administrative agency, arbitrator or governmental body so as to materially
        and
        adversely affect the transactions contemplated by this Agreement;
        and

       

      (g)  the
        Purchaser’s Information (as defined in Section 13(b) hereof) does not include
        any untrue statement of a material fact or omit to state a material fact
        necessary in order to make the statements made, in light of the circumstances
        under which they were made, not misleading.

       

      SECTION
        10.   Conditions
        to Closing. 

       

      (a)  The
        obligations of the Purchaser under this Agreement will be subject to the
        satisfaction, on or prior to the Closing Date, of the following
        conditions:

       

      (i)  Each
        of
        the obligations of the Mortgage Loan Seller required to be performed at or
        prior
        to the Closing Date pursuant to the terms of this Agreement shall have been
        duly
        performed and complied with in all material respects; all of the representations
        and warranties of the Mortgage Loan Seller under this Agreement shall be
        true
        and correct as of the date or dates specified in all material respects; and
        no
        event shall have occurred which, with notice or the passage of time, would
        constitute a default under this Agreement, or the Pooling and Servicing
        Agreement; and the Purchaser shall have received certificates to that effect
        signed by authorized officers of the Mortgage Loan Seller.

       

      (ii)  The
        Purchaser shall have received all of the following closing documents, in
        such
        forms as are agreed upon and reasonably acceptable to the Purchaser, duly
        executed by all signatories (other than the Purchaser) as required pursuant
        to
        the respective terms thereof:

       

      (1)  The
        Pooling and Servicing Agreement, in form and substance reasonably satisfactory
        to the Trustee and the Purchaser, and all documents required thereby duly
        executed by all signatories;

       

      (2)  A
        certificate of an officer of the Mortgage Loan Seller dated as of the Closing
        Date, in a form reasonably acceptable to the Purchaser, and attached thereto
        the
        resolutions of the Mortgage Loan Seller authorizing the transactions
        contemplated by this Agreement, together with copies of the articles of
        incorporation, by-laws and certificate of good standing of the Mortgage Loan
        Seller;

       

      (3)  One
        or
        more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in
        form and substance reasonably satisfactory to the Purchaser, the Trustee
        and
        each Rating Agency;

       

      (4)  A
        letter
        from each of the Rating Agencies giving each Class of Certificates set forth
        on
        Schedule A hereto the rating set forth therein; and

       

      (5)  Such
        other documents, certificates (including additional representations and
        warranties) and opinions as may be reasonably necessary to secure the intended
        ratings from each Rating Agency for the Certificates.

       

      (iii)  The
        Certificates to be sold to Bear Stearns pursuant to the Underwriting Agreement
        and the Purchase Agreement shall have been issued and sold to Bear
        Stearns.

       

      (iv)  The
        Mortgage Loan Seller shall have furnished to the Purchaser such other
        certificates of its officers or others and such other documents and opinions
        of
        counsel to evidence fulfillment of the conditions set forth in this Agreement
        and the transactions contemplated hereby as the Purchaser and its counsel
        may
        reasonably request.

       

      (b)  The
        obligations of the Mortgage Loan Seller under this Agreement shall be subject
        to
        the satisfaction, on or prior to the Closing Date, of the following
        conditions:

       

      (i)  The
        obligations of the Purchaser required to be performed by it on or prior to
        the
        Closing Date pursuant to the terms of this Agreement shall have been duly
        performed and complied with in all material respects, and all of the
        representations and warranties of the Purchaser under this Agreement shall
        be
        true and correct in all material respects as of the date hereof and as of
        the
        Closing Date, and no event shall have occurred which would constitute a breach
        by it of the terms of this Agreement or the Pooling and Servicing Agreement,
        and
        the Mortgage Loan Seller shall have received a certificate to that effect
        signed
        by an authorized officer of the Purchaser.

       

      (ii)  The
        Mortgage Loan Seller shall have received copies of all of the following closing
        documents, in such forms as are agreed upon and reasonably acceptable to
        the
        Mortgage Loan Seller, duly executed by all signatories other than the Mortgage
        Loan Seller as required pursuant to the respective terms thereof:

       

      (1)  The
        Pooling and Servicing Agreement, in form and substance reasonably satisfactory
        to the Mortgage Loan Seller, and all documents required thereby duly executed
        by
        all signatories;

       

      (2)  A
        certificate of an officer of the Purchaser dated as of the Closing Date,
        in a
        form reasonably acceptable to the Mortgage Loan Seller, and attached thereto
        the
        resolutions of the Purchaser authorizing the transactions contemplated by
        this
        Agreement and the Pooling and Servicing Agreement, together with copies of
        the
        Purchaser’s articles of incorporation, and evidence as to the good standing of
        the Purchaser dated as of a recent date;

       

      (3)  One
        or
        more opinions of counsel from the Purchaser’s counsel in form and substance
        reasonably satisfactory to the Mortgage Loan Seller;

       

      (4)  Such
        other documents, certificates (including additional representations and
        warranties) and opinions as may be reasonably necessary to secure the intended
        rating from each Rating Agency for the Certificates;

       

      SECTION
        11.   Fees
        and Expenses.  Subject
        to Section 16 hereof, the Mortgage Loan Seller shall pay on the Closing Date
        or
        such later date as may be agreed to by the Purchaser (i) the fees and expenses
        of the Mortgage Loan Seller’s attorneys and the reasonable fees and expenses of
        the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche
        LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on
        the aggregate original principal amount of the Certificates and the filing
        fee
        of the Commission as in effect on the date on which the Registration Statement
        was declared effective, (iv) the fees and expenses including counsel’s fees and
        expenses in connection with any “blue sky” and legal investment matters, (v) the
        fees and expenses of the Trustee which shall include without limitation the
        fees
        and expenses of the Trustee (and the fees and disbursements of its counsel)
        with
        respect to (A) legal and document review of this Agreement, the Pooling and
        Servicing Agreement, the Certificates and related agreements, (B) attendance
        at
        the Closing and (C) review of the Mortgage Loans to be performed by the
        Custodian, (vi) the expenses for printing or otherwise reproducing the
        Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees
        and
        expenses of each Rating Agency (both initial and ongoing), (viii) the fees
        and
        expenses relating to the preparation and recordation of mortgage assignments
        (including intervening assignments, if any and if available, to evidence
        a
        complete chain of title from the originator to the Trustee) from the Mortgage
        Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel
        referred to in Section 6(a) hereof, as the case may be, and (ix) Mortgage
        File
        due diligence expenses and other out-of-pocket expenses incurred by the
        Purchaser in connection with the purchase of the Mortgage Loans and by Bear
        Stearns in connection with the sale of the Certificates. The Mortgage Loan
        Seller additionally agrees to pay directly to any third party on a timely
        basis
        the fees provided for above which are charged by such third party and which are
        billed periodically.

       

      SECTION
        12.   Accountants’
        Letters.  

       

      (a)  Deloitte
        & Touche LLP will review the characteristics of a sample of the Mortgage
        Loans described in the Mortgage Loan Schedule and will compare those
        characteristics to the description of the Mortgage Loans contained in the
        Prospectus Supplement under the captions “Summary of Prospectus Supplement—The
        Mortgage Loans”, “The Mortgage Pool”, “The Sponsor” and in Schedule A thereto.
        The Mortgage Loan Seller will cooperate with the Purchaser in making available
        all information and taking all steps reasonably necessary to permit such
        accountants to complete the review and to deliver the letters required of
        them
        under the Underwriting Agreement. Deloitte & Touche LLP will also confirm
        certain calculations as set forth under the caption “Yield On The Certificates”
in the Prospectus Supplement.

       

      (b)  To
        the
        extent statistical information with respect to the Master Servicer’s or a
        Servicer’s servicing portfolio is included in the Prospectus Supplement under
        the caption “The Master Servicer and the Servicers,” a letter from the certified
        public accountant for the Master Servicer and such Servicer or Servicers
        will be
        delivered to the Purchaser dated the date of the Prospectus Supplement, in
        the
        form previously agreed to by the Mortgage Loan Seller and the Purchaser,
        with
        respect to such statistical information.

       

      SECTION
        13.   Indemnification. 

       

      (a)  The
        Mortgage Loan Seller shall indemnify and hold harmless the Purchaser and
        its
        directors, officers and controlling persons (as defined in Section 15 of
        the
        Securities Act) from and against any loss, claim, damage or liability or
        action
        in respect thereof, to which they or any of them may become subject, under
        the
        Securities Act or otherwise, insofar as such loss, claim, damage, liability
        or
        action arises out of, or is based upon any untrue statement of a material
        fact
        contained in the Mortgage
        Loan Seller’s Information
        as
        identified in Exhibit
        3,
        the
        omission to state in the Prospectus Supplement or Prospectus (or any amendment
        thereof or supplement thereto approved by the Mortgage Loan Seller and in
        which
        additional Mortgage Loan Seller’s Information is identified), in reliance upon
        and in conformity with Mortgage Loan Seller’s Information a material fact
        required to be stated therein or necessary to make the statements therein
        in
        light of the circumstances in which they were made, not misleading; and the
        Mortgage Loan Seller shall reimburse the Purchaser and each other indemnified
        party for any legal and other expenses reasonably incurred by them in connection
        with investigating or defending or preparing to defend against any such loss,
        claim, damage, liability or action.

       

      The
        foregoing indemnity agreement is in addition to any liability which the Mortgage
        Loan Seller otherwise may have to the Purchaser or any other such indemnified
        party.

       

      (b)  The
        Purchaser shall indemnify and hold harmless the Mortgage Loan Seller and
        its
        respective directors, officers and controlling persons (as defined in Section
        15
        of the Securities Act) from and against any loss, claim, damage or liability
        or
        action in respect thereof, to which they or any of them may become subject,
        under the Securities Act or otherwise, insofar as such loss, claim, damage,
        liability or action arises out of, or is based upon (i) any untrue statement
        of
        a material fact contained in the Purchaser’s
        Information
        as
        identified in Exhibit
        4,
        the
        omission to state in the Prospectus Supplement or Prospectus (or any amendment
        thereof or supplement thereto approved by the Purchaser and in which additional
        Purchaser’s Information is identified), in reliance upon and in conformity with
        the Purchaser’s Information, a material fact required to be stated therein or
        necessary to make the statements therein in light of the circumstances in
        which
        they were made, not misleading; and the Purchaser shall reimburse the Mortgage
        Loan Seller, and each other indemnified party for any legal and other expenses
        reasonably incurred by them in connection with investigating or defending
        or
        preparing to defend any such loss, claim, damage, liability or action. The
        foregoing indemnity agreement is in addition to any liability which the
        Purchaser otherwise may have to the Mortgage Loan Seller, or any other such
        indemnified party,

       

      (c)  Promptly
        after receipt by an indemnified party under subsection (a) or (b) above of
        notice of the commencement of any action, such indemnified party shall, if
        a
        claim in respect thereof is to be made against the indemnifying party under
        such
        subsection, notify each party against whom indemnification is to be sought
        in
        writing of the commencement thereof (but the failure so to notify an
        indemnifying party shall not relieve it from any liability which it may have
        under this Section 13 except to the extent that it has been prejudiced in
        any
        material respect by such failure or from any liability which it may have
        otherwise). In case any such action is brought against any indemnified party,
        and it notifies an indemnifying party of the commencement thereof, the
        indemnifying party will be entitled to participate therein and, to the extent
        it
        may elect by written notice delivered to the indemnified party promptly (but,
        in
        any event, within 30 days) after receiving the aforesaid notice from such
        indemnified party, to assume the defense thereof with counsel reasonably
        satisfactory to such indemnified party. Notwithstanding the foregoing, the
        indemnified party or parties shall have the right to employ its or their
        own
        counsel in any such case, but the fees and expenses of such counsel shall
        be at
        the expense of such indemnified party or parties unless (i) the employment
        of
        such counsel shall have been authorized in writing by one of the indemnifying
        parties in connection with the defense of such action, (ii) the indemnifying
        parties shall not have employed counsel to have charge of the defense of
        such
        action within a reasonable time after notice of commencement of the action,
        or
        (iii) such indemnified party or parties shall have reasonably concluded that
        there is a conflict of interest between itself or themselves and the
        indemnifying party in the conduct of the defense of any claim or that the
        interests of the indemnified party or parties are not substantially co-extensive
        with those of the indemnifying party (in which case the indemnifying parties
        shall not have the right to direct the defense of such action on behalf of
        the
        indemnified party or parties), in any of which events such fees and expenses
        shall be borne by the indemnifying parties (provided,
        however,
        that
        the indemnifying party shall be liable only for the fees and expenses of
        one
        counsel in addition to one local counsel in the jurisdiction involved. Anything
        in this subsection to the contrary notwithstanding, an indemnifying party
        shall
        not be liable for any settlement or any claim or action effected without
        its
        written consent; provided,
        however,
        that
        such consent was not unreasonably withheld.

       

      (d)  If
        the
        indemnification provided for in paragraphs (a) and (b) of this Section 13
        shall
        for any reason be unavailable to an indemnified party in respect of any loss,
        claim, damage or liability, or any action in respect thereof, referred to
        in
        Section 13, then the indemnifying party shall in lieu of indemnifying the
        indemnified party contribute to the amount paid or payable by such indemnified
        party as a result of such loss, claim, damage or liability, or action in
        respect
        thereof, in such proportion as shall be appropriate to reflect the relative
        benefits received by the Mortgage Loan Seller on the one hand and the Purchaser
        on the other from the purchase and sale of the Mortgage Loans, the offering
        of
        the Certificates and the other transactions contemplated hereunder. No person
        found liable for a fraudulent misrepresentation (within the meaning of Section
        11(f) of the Securities Act) shall be entitled to contribution from any person
        who is not also found liable for such fraudulent misrepresentation.

       

      (e)  The
        parties hereto agree that reliance by an indemnified party on any publicly
        available information or any information or directions furnished by an
        indemnifying party shall not constitute negligence, bad faith or willful
        misconduct by such indemnified party.

       

      SECTION
        14.   Notices.  All
        demands, notices and communications hereunder shall be in writing but may
        be
        delivered by facsimile transmission subsequently confirmed in writing. Notices
        to the Mortgage Loan Seller shall be directed to EMC
        Mortgage
        Corporation, 2780 Lake Vista Drive, Lewisville, Texas 75067, (Facsimile:
        (214)
        626-4889), Attention: Michelle Viner, and notices to the Purchaser shall
        be
        directed to Structured Asset Mortgage Investments II Inc., 383 Madison Avenue,
        New York, New York 10179 (Telecopy: (212) 272-7206), Attention: Baron
        Silverstein; or to any other address as may hereafter be furnished by one
        party
        to the other party by like notice. Any such demand, notice or communication
        hereunder shall be deemed to have been received on the date received at the
        premises of the addressee (as evidenced, in the case of registered or certified
        mail, by the date noted on the return receipt) provided that it is received
        on a
        business day during normal business hours and, if received after normal business
        hours, then it shall be deemed to be received on the next business
        day.

       

      SECTION
        15.   Transfer
        of Mortgage Loans.  The
        Purchaser retains the right to assign the Mortgage Loans and any or all of
        its
        interest under this Agreement to the Trustee without the consent of the Mortgage
        Loan Seller, and, upon such assignment, the Trustee shall succeed to the
        applicable rights and obligations of the Purchaser hereunder; provided,
        however,
        the
        Purchaser shall remain entitled to the benefits set forth in Sections 11,
        13 and
        17 hereto and as provided in Section 2(a). Notwithstanding the foregoing,
        the
        sole and exclusive right and remedy of the Trustee with respect to a breach
        of
        representation or warranty of the Mortgage Loan Seller shall be the cure,
        purchase or substitution obligations of the Mortgage Loan Seller contained
        in
        Sections 5 and 7 hereof.

       

      SECTION
        16.   Termination.  This
        Agreement may be terminated (a) by the mutual consent of the parties hereto
        prior to the Closing Date, (b) by the Purchaser, if the conditions to the
        Purchaser’s obligation to close set forth under Section 10(a) hereof are not
        fulfilled as and when required to be fulfilled or (c) by the Mortgage Loan
        Seller, if the conditions to the Mortgage Loan Seller’s obligation to close set
        forth under Section 10(b) hereof are not fulfilled as and when required to
        be
        fulfilled. In the event of termination pursuant to clause (b), the Mortgage
        Loan
        Seller shall pay, and in the event of termination pursuant to clause (c),
        the
        Purchaser shall pay, all reasonable out-of-pocket expenses incurred by the
        other
        in connection with the transactions contemplated by this Agreement. In the
        event
        of a termination pursuant to clause (a), each party shall be responsible
        for its
        own expenses.

       

      SECTION
        17.   Representations,
        Warranties and Agreements to Survive Delivery.  All
        representations, warranties and agreements contained in this Agreement, or
        contained in certificates of officers of the Mortgage Loan Seller submitted
        pursuant hereto, shall remain operative and in full force and effect and
        shall
        survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser
        to
        the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser,
        the Mortgage Loan Seller’s representations and warranties contained herein with
        respect to the Mortgage Loans shall be deemed to relate to the Mortgage Loans
        actually delivered to the Purchaser and included in the Mortgage Loan Schedule
        and any Substitute Mortgage Loan.

       

      SECTION
        18.   Severability.  If
        any provision of this Agreement shall be prohibited or invalid under applicable
        law, the Agreement shall be ineffective only to such extent, without
        invalidating the remainder of this Agreement.

       

      SECTION
        19.   Counterparts.  This
        Agreement may be executed in counterparts, each of which will be an original,
        but which together shall constitute one and the same agreement.

       

      SECTION
        20.   Amendment.  This
        Agreement cannot be amended or modified in any manner without the prior written
        consent of each party.

       

      SECTION
        21.   GOVERNING
        LAW.  THIS
        AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
        OF THE
        STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
        THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS,
        RIGHTS
        AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
        SUCH LAWS.

       

      SECTION
        22.   Further
        Assurances.  Each
        of the parties agrees to execute and deliver such instruments and take such
        actions as another party may, from time to time, reasonably request in order
        to
        effectuate the purpose and to carry out the terms of this Agreement including
        any amendments hereto which may be required by either Rating
        Agency.

       

      SECTION
        23.   Successors
        and Assigns. 

       

      This
        Agreement shall bind and inure to the benefit of and be enforceable by the
        Mortgage Loan Seller and the Purchaser and their permitted successors and
        assigns and, to the extent specified in Section 13 hereof, Bear Stearns,
        and
        their directors, officers and controlling persons (within the meaning of
        federal
        securities laws). The Mortgage Loan Seller acknowledges and agrees that the
        Purchaser may assign its rights under this Agreement (including, without
        limitation, with respect to the Mortgage Loan Seller’s representations and
        warranties respecting the Mortgage Loans) to the Trustee. Any person into
        which
        the Mortgage Loan Seller may be merged or consolidated (or any person resulting
        from any merger or consolidation involving the Mortgage Loan Seller), any
        person
        resulting from a change in form of the Mortgage Loan Seller or any person
        succeeding to the business of the Mortgage Loan Seller, shall be considered
        the
“successor” of the Mortgage Loan Seller hereunder and shall be considered a
        party hereto without the execution or filing of any paper or any further
        act or
        consent on the part of any party hereto. Except as provided in the two preceding
        sentences and in Section 15 hereto this Agreement cannot be assigned, pledged
        or
        hypothecated by either party hereto without the written consent of the other
        parties to this Agreement and any such assignment or purported assignment
        shall
        be deemed null and void.

       

      SECTION
        24.   The
        Mortgage Loan Seller
        and
        the Purchaser.
        The
        Mortgage Loan Seller and the Purchaser will keep in full effect all rights
        as
        are necessary to perform their respective obligations under this
        Agreement.

       

      SECTION
        25.   Entire
        Agreement.
        This
        Agreement contains the entire agreement and understanding between the parties
        with respect to the subject matter hereof, and supersedes all prior and
        contemporaneous agreements, understandings, inducements and conditions, express
        or implied, oral or written, of any nature whatsoever with respect to the
        subject matter hereof.

       

      SECTION
        26.   No
        Partnership.  Nothing
        herein contained shall be deemed or construed to create a partnership or
        joint
        venture between the parties hereto.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

      
        

      

      
        
          1
            Please
            contact Bear, Stearns & Co. Inc. for Acquisition
            Price.

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      
        
          	 	 	 	 	 	 	 	EMC
                  MORTGAGE
                  CORPORATION
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                   

                
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        



        
          	 	 	 	 	 	 	 	
                  STRUCTURED
                    ASSET MORTGAGE INVESTMENTS II INC.

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                   

                
	 	 	 	 	 	 	 	
                  Name:

                	Joseph
                  T.
                  Jurkowski, Jr.
	 	 	 	 	 	 	 	
                  Title:

                	Vice
                  President


        

         

      


      EXHIBIT
        1

       

      CONTENTS
        OF MORTGAGE FILE

       

      With
        respect to each Mortgage Loan, the Mortgage File shall include each of the
        following items, which shall be available for inspection by the Purchaser
        or its
        designee, and which shall be delivered to the Purchaser or its designee pursuant
        to the terms of the Agreement.

       

      (a)  with
        respect to each Mortgage Loan:

       

      (i)  The
        original Mortgage Note, endorsed without recourse to the order of the Trustee
        and showing an unbroken chain of endorsements from the originator thereof
        to the
        Person endorsing it to the Trustee, or a lost note affidavit together with
        a
        copy of the related Mortgage Note;

       

      (ii)  The
        original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
        the
        presence of the MIN and language indicating that such Mortgage Loan is a
        MOM
        Loan, which shall have been recorded (or, if the original is not available,
        a
        copy), with evidence of such recording indicated thereon (or if the original
        is
        not available, a copy), with evidence of such recording indicated thereon
        (or if
        the original Security Instrument, assignments to the Trustee or intervening
        assignments thereof which have been delivered, are being delivered or will,
        upon
        receipt of recording information relating to the Security Instrument required
        to
        be included thereon, be delivered to recording offices for recording and
        have
        not been returned to the Mortgage Loan Seller in time to permit their recording
        as specified in Section 2.01(b) of the Pooling and Servicing Agreement, shall
        be
        in recordable form);

       

      (iii)  unless
        the Mortgage Loan is a MOM Loan, a certified copy of the assignment (which
        may
        be in the form of a blanket assignment if permitted in the jurisdiction in
        which
        the Mortgaged Property is located) to “Wells Fargo, N.A., as Trustee”, with
        evidence of recording with respect to each Mortgage Loan in the name of the
        Trustee thereon (or if (A) the original Security Instrument, assignments
        to the
        Trustee or intervening assignments thereof which have been delivered, are
        being
        delivered or will, upon receipt of recording information relating to the
        Security Instrument required to be included thereon, be delivered to recording
        offices for recording and have not been returned to the Mortgage Loan Seller
        in
        time to permit their delivery as specified in Section 2.01(b) of the Pooling
        and
        Servicing Agreement, the Mortgage Loan Seller may deliver a true copy thereof
        with a certification, on the face of such copy, substantially as follows:
        “Certified to be a true and correct copy of the original,” or (B) the related
        Mortgaged Property is located in a state other than Maryland and an Opinion
        of
        Counsel has been provided as set forth in Section 2.01(b) of the Pooling
        and
        Servicing Agreement, shall be in recordable form);

       

      (iv)  all
        intervening assignments of the Security Instrument, if applicable and only
        to
        the extent available to the Mortgage Loan Seller with evidence of recording
        thereon;

       

      (v)  the
        original or a copy of the policy or certificate of primary mortgage guaranty
        insurance, to the extent available, if any;

       

      (vi)  the
        original policy of title insurance or mortgagee’s certificate of title insurance
        or commitment or binder for title insurance; and

       

      (vii)  originals
        of all modification agreements, if applicable and available.

       


      EXHIBIT
        2

       

      MORTGAGE
        LOAN SCHEDULE INFORMATION

       

      The
        Mortgage Loan Schedule shall set forth the following information with respect
        to
        each Mortgage Loan:

       

      
        
          	 	
                  (a)

                	
                  the
                    city, state and zip code of the Mortgaged Property; 

                
	 	
                  (b)

                	
                  the
                    property type;

                
	 	
                  (c)

                	
                  the
                    Mortgage Interest Rate;

                
	 	
                  (d)

                	
                  the
                    Servicing Fee Rate;

                
	 	
                  (e)

                	
                  the
                    Trustee Fee Rate;

                
	 	
                  (f)

                	
                  the
                    LPMI Fee, if applicable;

                
	 	
                  (g)

                	
                  [reserved];

                
	 	
                  (h)

                	
                  the
                    Net Rate;

                
	 	
                  (i)

                	
                  the
                    maturity date;

                
	 	
                  (j)

                	
                  the
                    stated original term to maturity;

                
	 	
                  (k)

                	
                  the
                    stated remaining term to maturity;

                
	 	
                  (l)

                	
                  the
                    original Principal Balance;

                
	 	
                  (m)

                	
                  the
                    first payment date;

                
	 	
                  (n)

                	
                  the
                    principal and interest payment in effect as of the Cut-off
                    Date;

                
	 	
                  (o)

                	
                  the
                    unpaid Principal Balance as of the Cut-off Date;

                
	 	
                  (p)

                	
                  the
                    Loan-to-Value Ratio at origination;

                
	 	
                  (q)

                	
                  the
                    insurer of any Primary Mortgage Insurance Policy;

                
	 	
                  (r)

                	
                  the
                    MIN with respect to each MOM Loan;

                
	 	
                  (s)

                	
                  the
                    Gross Margin, if applicable;

                
	 	
                  (t)

                	
                  the
                    next Adjustment Date, if applicable;

                
	 	
                  (u)

                	
                  the
                    Maximum Mortgage Rate, if applicable;

                
	 	
                  (v)

                	
                  the
                    Minimum Mortgage Rate, if applicable;

                
	 	
                  (w)

                	
                  the
                    Periodic Rate Cap, if applicable; 

                
	 	
                  (x)

                	
                  the
                    Loan Group, if applicable;

                
	 	
                  (y)

                	
                  a
                    code indicating whether the Mortgage Loan is negatively
                    amortizing;

                
	 	
                  (z)

                	
                  which
                    Mortgage Loans adjust after an initial fixed-rate period of one,
                    two,
                    three, five, seven or ten years or any other period; 

                
	 	
                  (aa)

                	
                  the
                    Prepayment Charge, if any;

                
	 	
                  (bb)

                	
                  lien
                    position (e.g., first lien or second lien);

                
	 	
                  (cc)

                	
                  a
                    code indicating whether the Mortgage Loan is has a balloon
                    payment;

                
	 	
                  (dd)

                	
                  a
                    code indicating whether the Mortgage Loan is an interest-only
                    loan;
                    

                
	 	
                  (ee)

                	
                  the
                    interest-only term, if applicable;

                
	 	
                  (ff)

                	
                  the
                    Mortgage Loan Seller; and

                
	 	
                  (gg)

                	
                  the
                    original amortization term.

                


        

      

       

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

       


      EXHIBIT
        3

       

      MORTGAGE
        LOAN SELLER’S INFORMATION

       

      All
        information in the Prospectus Supplement described under the following Sections:
        “SUMMARY OF PROSPECTUS SUPPLEMENT — The Mortgage Loans,” “THE MORTGAGE POOL,”
“THE SPONSOR” and “SCHEDULE A — CERTAIN CHARACTERISTICS OF THE MORTGAGE
        LOANS.”

       

       

      EXHIBIT
        4

       

      PURCHASER’S
        INFORMATION

       

      All
        information in the Prospectus Supplement and the Prospectus, except the Mortgage
        Loan Seller’s Information.

       


      EXHIBIT
        5

       

      SCHEDULE
        OF LOST NOTES

       

      Available
        Upon Request

       

       

      EXHIBIT
        6

      


      REVISED
        October 20, 2006

       

      APPENDIX
        E - Standard & Poor’s Predatory Lending Categories

       

      Standard
        & Poor’s has categorized loans governed by anti-predatory lending laws in
        the Jurisdictions listed below into three categories based upon a combination
        of
        factors that include (a) the risk exposure associated with the assignee
        liability and (b) the tests and thresholds set
        forth in
        those laws. Note that certain loans classified by the relevant statute as
        Covered are included in Standard & Poor’s High Cost Loan Category because
        they included thresholds and tests that are typical of what is generally
        considered High Cost by the industry.

       

      
        	
                 

                Standard
                  & Poor’s High Cost Loan Categorization

                 

              
	
                State/Jurisdiction

              	 	
                Name
                  of Anti-Predatory Lending Law/Effective
                  Date

              	 	
                Category
                  under Applicable
                  Anti-Predatory Lending Law

              
	
                Arkansas

                 

              	 	
                Arkansas
                  Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.

                Effective
                  July 16, 2003

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                Cleveland
                  Heights, OH

                 

              	 	
                Ordinance
                  No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq.

                Effective
                  June 2, 2003

                 

              	 	
                Covered
                  Loan

                 

              
	
                Colorado

                 

              	 	
                Consumer
                  Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq.

                Effective
                  for covered loans offered or entered into on or after January 1,
                  2003.
                  Other provisions of the Act took effect on June 7, 2002

                 

              	 	
                Covered
                  Loan

                 

              
	
                Connecticut

                 

              	 	
                Connecticut
                  Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                  et seq.

                Effective
                  October 1, 2001 

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                District
                  of Columbia

                 

              	 	
                Home
                  Loan Protection Act, D.C. Code §§ 26-1151.01 et seq.

                Effective
                  for loans closed on or after January 28, 2003

                 

              	 	
                Covered
                  Loan

                 

              
	
                Florida

                 

              	 	
                Fair
                  Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq.

                Effective
                  October 2, 2002

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

                 

              	 	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.
                  Effective October 1, 2002 - March 6, 2003

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                Georgia
                  as amended (Mar. 7, 2003 - current)

                 

              	 	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                Effective
                  for loans closed on or after March 7, 2003 

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                HOEPA
                  Section 32

                 

              	 	
                Home
                  Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                  §§ 226.32 and 226.34

                Effective
                  October 1, 1995, amendments October 1, 2002

                 

              	 	
                High
                  Cost Loan

                 

              
	
                Illinois

                 

              	 	
                High
                  Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.

                Effective
                  January 1, 2004 (prior to this date, regulations under Residential
                  Mortgage License Act effective from May 14, 2001)

                 

              	 	
                High
                  Risk Home Loan

                 

              
	
                Indiana

                 

              	 	
                Indiana
                  Home Loan Practices Act, Ind. Code Ann. §§ 24-9-1-1 et seq.

                Effective
                  January 1, 2005; amended by 2005 HB 1179, effective July 1, 2005.
                  

                 

              	 	
                High
                  Cost Home Loans 

                 

              
	
                Kansas

                 

              	 	
                Consumer
                  Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.

                Sections
                  16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                  16a-3-308a became effective July 1, 1999

                 

              	 	
                High
                  Loan to Value Consumer Loan (id. § 16a-3-207) and;

                High
                  APR Consumer Loan (id.
                  §16a-3-308a)

              


      

      
        	
                 

              	 	 	 
	
                Kentucky

                 

              	 	
                2003
                  KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                  et seq.
                  

                Effective
                  June 24, 2003

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                Maine

                 

              	 	
                Truth
                  in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.

                Effective
                  September 29, 1995 and as amended from time to time

                 

              	 	
                High
                  Rate High Fee Mortgage

                 

              
	
                Massachusetts

                 

              	 	
                Part
                  40 and Part 32, 209 C.M.R. §§ 32.00 et seq.
                  and 209 C.M.R. §§ 40.01 et seq.

                Effective
                  March 22, 2001 and amended from time to time

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                Nevada

                 

              	 	
                Assembly
                  Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.

                Effective
                  October 1, 2003

                 

              	 	
                Home
                  Loan

                 

              
	
                New
                  Jersey

                 

              	 	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et seq.

                Effective
                  for loans closed on or after November 27, 2003

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                New
                  Mexico

                 

              	 	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004 

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                New
                  York

                 

              	 	
                N.Y.
                  Banking Law Article 6-l

                Effective
                  for applications made on or after April 1, 2003

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                North
                  Carolina

                 

              	 	
                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  et seq.

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)
                  

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                Ohio

                 

              	 	
                H.B.
                  386 (codified in various sections of the Ohio Code), Ohio Rev.
                  Code Ann.
                  §§ 1349.25 et seq.

                Effective
                  May 24, 2002 

                 

              	 	
                Covered
                  Loan

                 

              
	
                Oklahoma

                 

              	 	
                Consumer
                  Credit Code (codified in various sections of Title 14A)

                Effective
                  July 1, 2000; amended effective January 1, 2004

                 

              	 	
                Subsection
                  10 Mortgage

                 

              
	
                Rhode
                  Island

                 

              	 	
                Rhode
                  Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1 et seq.

                Effective
                  December 31, 2006. 

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                South
                  Carolina

                 

              	 	
                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  et seq.

                Effective
                  for loans taken on or after January 1, 2004

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                Tennessee

                 

              	 	
                Tennessee
                  Home Loan Protection Act, Tenn. Code Ann. §§ 45-20-101 et seq.

                Effective
                  January 1, 2007.

                 

              	 	
                High
                  Cost Home Loan

                 

              
	
                West
                  Virginia

                 

              	 	
                West
                  Virginia Residential Mortgage Lender, Broker and Servicer Act,
                  W. Va. Code
                  Ann. §§ 31-17-1 et seq.

                Effective
                  June 5, 2002

                 

              	 	
                West
                  Virginia Mortgage Loan Act Loan

                 

              


      

       

      


       

      
        	
                 

                Standard
                  & Poor’s Covered Loan Categorization

                 

              
	
                State/Jurisdiction

              	 	
                Name
                  of Anti-Predatory Lending Law/Effective
                  Date

              	 	
                Category
                  under Applicable
                  Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	 	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                Effective
                  October 1, 2002 - March 6, 2003

                 

              	 	
                Covered
                  Loan

              
	
                New
                  Jersey

              	 	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et seq.

                Effective
                  November 27, 2003 - July 5, 2004

                 

              	 	
                Covered
                  Home Loan

              


      

       

      
        	
                 

                Standard
                  & Poor’s Home Loan Categorization

                 

              
	
                State/Jurisdiction

              	 	
                 

                Name
                  of Anti-Predatory Lending Law/Effective
                  Date

              	 	
                Category
                  under Applicable
                  Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	 	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                Effective
                  October 1, 2002 - March 6, 2003

                 

              	 	
                Home
                  Loan

              
	
                New
                  Jersey

              	 	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et seq.

                Effective
                  for loans closed on or after November 27, 2003

                 

              	 	
                Home
                  Loan

              
	
                New
                  Mexico

              	 	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004 

                 

              	 	
                Home
                  Loan

              
	
                North
                  Carolina

              	 	
                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  et seq.

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)

                 

              	 	
                Consumer
                  Home Loan

              
	
                South
                  Carolina

              	 	
                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  et seq.

                Effective
                  for loans taken on or after January 1, 2004

                 

              	 	
                Consumer
                  Home Loan

              


      

       


      SCHEDULE
        A

       

      REQUIRED
        RATINGS FOR EACH CLASS OF CERTIFICATES

       

      Public
        Certificates

      


      
        	
                Class

              	
                S&P

              	
                Fitch

              
	
                Class
                  I-A-1

              	
                [AAA

              	
                AAA

              
	
                Class
                  I-X-1

              	
                AAA

              	
                AAA

              
	
                Class
                  I-A-2

              	
                AAA

              	
                AAA

              
	
                Class
                  II-A-1

              	
                AAA

              	
                AAA

              
	
                Class
                  II-X-1

              	
                AAA

              	
                AAA

              
	
                Class
                  II-A-2

              	
                AAA

              	
                AAA

              
	
                Class
                  III-A-1

              	
                AAA

              	
                AAA

              
	
                Class
                  III-X-1

              	
                AAA

              	
                AAA

              
	
                Class
                  III-A-2

              	
                AAA

              	
                AAA

              
	
                Class
                  R-I

              	
                AAA

              	
                AAA

              
	
                Class
                  R-II

              	
                AAA

              	
                AAA

              
	
                Class
                  R-III

              	
                AAA

              	
                AAA

              
	
                Class
                  B-1

              	
                NR

              	
                AA+

              
	
                Class
                  B-2

              	
                NR

              	
                AA

              
	
                Class
                  B-3

              	
                NR

              	
                A

              
	
                Class
                  B-4

              	
                NR

              	
                BBB]

              


      

       

      None
        of
        the above ratings has been lowered since the respective dates of such
        letters.

       

       

      Private
        Certificates

      


      
        	
                Class

              	
                S&P

              	
                Fitch

              
	
                Class
                  B-5

              	
                NR

              	
                BB

              
	
                Class
                  B-6

              	
                NR

              	
                B

              
	
                Class
                  B-7

              	
                NR

              	
                NR

              


      

      


      None
        of
        the above ratings has been lowered since the respective dates of such
        letters.

       


      SCHEDULE
        B

       

      MORTGAGE
        LOAN SCHEDULE

       

      [Provided
        upon request]

    

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    EXHIBIT
      K

     

    [RESERVED]

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    
 

    EXHIBIT
      L

     

    


    


    FORM
      OF
      CERTIFICATION TO BE

    PROVIDED
      BY THE TRUSTEE TO DEPOSITOR

    


    Re:         
      ________________________________
      Trust 200_-____(the “Trust”),

    Mortgage
      Pass-Through Certificates, Series 200_-____, issued pursuant

    to
      the
      Pooling and Servicing Agreement, dated as of ________ 1, 200_,

    among
      ____________________________, as Depositor, Wells Fargo

    Bank,
      National Association, as Trustee and

    ___________________________________________________________

    


    The
      Trustee hereby certifies to the Depositor, and its officers, directors and
      affiliates, and with the knowledge and intent that they will rely upon this
      certification, that:

    


    (1) I
      have
      reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual
      Report”), and all reports on Form 10-D required to be filed in respect of period
      covered by the Annual Report (collectively with the Annual Report, the
“Reports”), of the Trust;

    


    (2) To
      my
      knowledge, (a) the Reports, taken as a whole, do not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by the Annual
      Report, and (b) the Trustee’s assessment of compliance and related attestation
      report referred to below, taken as a whole, do not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by such assessment
      of
      compliance and attestation report;

    


    (3) To
      my
      knowledge, the distribution information required to be provided by the Trustee
      under the Pooling and Servicing Agreement for inclusion in the Reports is
      included in the Reports;

    


    (4) I
      am
      responsible for reviewing the activities performed by the Trustee under the
      Pooling and Servicing Agreement, and based on my knowledge and the compliance
      review conducted in preparing the compliance statement of the Trustee required
      by the Pooling and Servicing Agreement, and except as disclosed in the Reports,
      the Trustee has fulfilled its obligations under the Pooling and Servicing
      Agreement in all material respects; and

    


    (5) The
      report on assessment of compliance with servicing criteria applicable to the
      Trustee for asset-backed securities of the Trustee and each Subcontractor
      utilized by the Trustee and related attestation report on assessment of
      compliance with servicing criteria applicable to it required to be included
      in
      the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
      Act
      Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
      Any material instances of non-compliance are described in such report and have
      been disclosed in the Annual Report.

    


    In
      giving
      the certifications above, the Trustee has reasonably relied on information
      provided to it by the following unaffiliated parties: [names of servicer(s),
      master servicer, subservicer, depositor, trustee, custodian(s)]

    


    


    Date:_______________________________     

    


    ___________________________________      

    [Signature]

    [Title]

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

     

    EXHIBIT
      M


     

    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

    Definitions

    Primary
      Servicer - transaction party having borrower contact

    Master
      Servicer - aggregator of pool assets

    Trustee
      -
      waterfall calculator

    Back-up
      Servicer - named in the transaction (in the event a Back up Servicer becomes
      the
      Primary Servicer, follow Primary Servicer obligations)

    Custodian
      - safe keeper of pool assets

    Trustee
      -
      fiduciary of the transaction

     

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

     

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

     

    Key: X
      - obligation

    [X]
      - under consideration for obligation

     

    
      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Primary
                  Servicer

              	
                Master
                  Servicer

              	
                Securities
                  Admin

              	
                Custodian

              	
                Trustee
                  (nominal)

              
	
                 

              	
                General
                  Servicing Considerations

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.


              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the Pool Assets are maintained. 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements. 

              	
                X

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                Cash
                  Collection and Administration

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(2)(i)

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two business days
                  following receipt, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel. 

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction agreements.
                  

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of over collateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements. 

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.
                  

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized access.
                  

              	
                X

              	
                 

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(2)(vii)
                  

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements. 

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              
	
                 

              	
                Investor
                  Remittances and Reporting

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of Pool Assets serviced by the Servicer.
                  

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements. 

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank statements.
                  

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              
	
                 

              	
                Pool
                  Asset Administration

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(4)(i)
                  

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related pool asset documents. 

              	
                X

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements 

              	
                X

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements. 

              	
                X

              	
                 

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the Servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents. 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the pool assets agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal balance.
                  

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's pool assets
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents. 

              	
                X

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements. 

              	
                X

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or unemployment).
                  

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents. 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements. 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements. 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the Servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission. 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements. 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(4)(xiv)
                  

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements. 

              	
                X

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements. (In this transaction there is no external
                  enhancement or other support.)

              	
                X

              	
                 

              	
                X

              	
                 

              	
                 

              


      

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

     

    EXHIBIT
      N

     

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

    REPORTING
      RESPONSIBILITY

     

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

     

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

     

    
      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Trustee

              	
                Custodian

              	
                Trustee

              	
                Depositor

              	
                Sponsor

              
	
                10-D

              	
                Must
                  be filed within 15 days of the distribution date for the asset-backed
                  securities.

              	
                 

              	
                (nominal)

              	
                 

              	
                 

              
	
                1

              	
                Distribution
                  and Pool Performance Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1121(a) - Distribution and Pool Performance
                  Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (1)
                  Any applicable record dates, accrual dates, determination dates
                  for
                  calculating distributions and actual distribution dates for the
                  distribution period.

              	
                 

              	
                 

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (2)
                  Cash flows received and the sources thereof for distributions,
                  fees and
                  expenses.

              	
                 

              	
                 

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (3)
                  Calculated amounts and distribution of the flow of funds for the
                  period
                  itemized by type and priority of payment, including:

              	
                 

              	
                 

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (i)
                  Fees or expenses accrued and paid, with an identification of the
                  general
                  purpose of such fees and the party receiving such fees or
                  expenses.

              	
                 

              	
                 

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (ii)
                  Payments accrued or paid with respect to enhancement or other support
                  identified in Item 1114 of Regulation AB (such as insurance premiums
                  or
                  other enhancement maintenance fees), with an identification of
                  the general
                  purpose of such payments and the party receiving such
                  payments.

              	
                 

              	
                 

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (iii)
                  Principal, interest and other distributions accrued and paid on
                  the
                  asset-backed securities by type and by class or series and any
                  principal
                  or interest shortfalls or carryovers.

              	
                 

              	
                 

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (iv)
                  The amount of excess cash flow or excess spread and the disposition
                  of
                  excess cash flow.

              	
                 

              	
                 

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (4)
                  Beginning and ending principal balances of the asset-backed
                  securities.

              	
                 

              	
                 

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (5)
                  Interest rates applicable to the pool assets and the asset-backed
                  securities, as applicable. Consider providing interest rate information
                  for pool assets in appropriate distributional groups or incremental
                  ranges.

              	
                 

              	
                 

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (6)
                  Beginning and ending balances of transaction accounts, such as
                  reserve
                  accounts, and material account activity during the period.

              	
                 

              	
                 

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (7)
                  Any amounts drawn on any credit enhancement or other support identified
                  in
                  Item 1114 of Regulation AB, as applicable, and the amount of coverage
                  remaining under any such enhancement, if known and
                  applicable.

              	
                 

              	
                 

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (8)
                  Number and amount of pool assets at the beginning and ending of
                  each
                  period, and updated pool composition information, such as weighted
                  average
                  coupon, weighted average remaining term, pool factors and prepayment
                  amounts.

              	
                 

              	
                 

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                Updated
                  pool composition information fields to be as specified by Depositor
                  from
                  time to time

              	
                 

              
	
                (9)
                  Delinquency and loss information for the period.

              	
                X

              	
                X

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                In
                  addition, describe any material changes to the information specified
                  in
                  Item 1100(b)(5) of Regulation AB regarding the pool assets.
                  (methodology)

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (10)
                  Information on the amount, terms and general purpose of any advances
                  made
                  or reimbursed during the period, including the general use of funds
                  advanced and the general source of funds for
                  reimbursements.

              	
                X

              	
                X

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (11)
                  Any material modifications, extensions or waivers to pool asset
                  terms,
                  fees, penalties or payments during the distribution period or that
                  have
                  cumulatively become material over time.

              	
                X

              	
                X

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (12)
                  Material breaches of pool asset representations or warranties or
                  transaction covenants.

              	
                X

              	
                X

              	
                X

                 

                (if
                  agreed upon by the parties)

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                (13)
                  Information on ratio, coverage or other tests used for determining
                  any
                  early amortization, liquidation or other performance trigger and
                  whether
                  the trigger was met.

              	
                 

              	
                 

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (14)
                  Information regarding any new issuance of asset-backed securities
                  backed
                  by the same asset pool, 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                information
                  regarding any pool asset changes (other than in connection with
                  a pool
                  asset converting into cash in accordance with its terms), such
                  as
                  additions or removals in connection with a prefunding or revolving
                  period
                  and pool asset substitutions and repurchases (and purchase rates,
                  if
                  applicable), and cash flows available for future purchases, such
                  as the
                  balances of any prefunding or revolving accounts, if
                  applicable.

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Disclose
                  any material changes in the solicitation, credit-granting, underwriting,
                  origination, acquisition or pool selection criteria or procedures,
                  as
                  applicable, used to originate, acquire or select the new pool
                  assets.

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                X

              
	
                Item
                  1121(b) - Pre-Funding or Revolving Period Information

                 

                Updated
                  pool information as required under Item 1121(b).

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                2

              	
                Legal
                  Proceedings

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Sponsor
                  (Seller)

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              
	
                Depositor

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Trustee

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Issuing
                  entity

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Securities
                  Administrator

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Custodian

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                3

              	
                Sales
                  of Securities and Use of Proceeds

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                4

              	
                Defaults
                  Upon Senior Securities

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                5

              	
                Submission
                  of Matters to a Vote of Security Holders

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Information
                  from Item 4 of Part II of Form 10-Q

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                6

              	
                Significant
                  Obligors of Pool Assets

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                7

              	
                Significant
                  Enhancement Provider Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Determining
                  applicable disclosure threshold

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Obtain
                  required financial information or effecting incorporation by
                  reference

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Determining
                  current maximum probable exposure

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Determining
                  current significance percentage

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Notify
                  derivative counterparty of significance percentage and request
                  required
                  financial information

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Obtain
                  required financial information or effecting incorporation by
                  reference

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                8

              	
                Other
                  Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  below.

              
	
                9

              	
                Exhibits

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Distribution
                  report

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                8-K

              	
                Must
                  be filed within four business days of an event reportable on Form
                  8-K.

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1.01

              	
                Entry
                  into a Material Definitive Agreement

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                X

              	
                X

              	
                X 

              	
                 

              	
                 

              	
                X 

              	
                X

              
	
                1.02

              	
                Termination
                  of a Material Definitive Agreement

              	
                X

              	
                X

              	
                X 

              	
                 

              	
                 

              	
                X

              	
                X 

              
	
                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                1.03

              	
                Bankruptcy
                  or Receivership

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Disclosure
                  is required regarding the bankruptcy or receivership, if known
                  to the
                  Master Servicer, with respect to any of the following: 

                 

                Sponsor
                  (Seller), Depositor, Master Servicer, affiliated Servicer, other
                  Servicer
                  servicing 20% or more of pool assets at time of report, other material
                  servicers, Certificate Administrator, Trustee, significant obligor,
                  credit
                  enhancer (10% or more), derivatives counterparty,
                  Custodian

              	
                X

              	
                X

              	
                X 

              	
                X

              	
                 

              	
                X 

              	
                X

              
	
                2.04

              	
                Triggering
                  Events that Accelerate or Increase a Direct Financial Obligation
                  or an
                  Obligation under an Off-Balance Sheet Arrangement

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                 

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the Monthly Statement to Certificateholders

              	
                 

              	
                X

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                3.03

              	
                Material
                  Modification to Rights of Security Holders

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                5.03

              	
                Amendments
                  to Articles of Incorporation or Bylaws; Change in Fiscal
                  Year

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                5.06

              	
                Change
                  in Shell Company Status

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                [Not
                  applicable to ABS issuers]

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                6.01

              	
                ABS
                  Informational and Computational Material

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                [Not
                  included in reports to be filed under Section 3.18]

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                6.02

              	
                Change
                  of Servicer or Trustee

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers, certificate
                  administrator or trustee. 

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                 

              	
                Reg
                  AB disclosure about any new servicer is also required.

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Reg
                  AB disclosure about any new trustee is also required.

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X
                  

                (to
                  the extent of a new trustee)

              	
                 

              	
                 

              
	
                Reg
                  AB disclosure about any new securities administrator is also
                  required.

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                6.03

              	
                Change
                  in Credit Enhancement or Other External Support [In this transaction
                  there
                  is no external enhancement or other support.]

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                 

              	
                Reg
                  AB disclosure about any new enhancement provider is also
                  required.

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                6.04

              	
                Failure
                  to Make a Required Distribution

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                6.05

              	
                Securities
                  Act Updating Disclosure

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                7.01

              	
                Regulation
                  FD Disclosure

              	
                X

              	
                X

              	
                X

              	
                X

              	
                 

              	
                X

              	
                 

              
	
                8.01

              	
                Other
                  Events

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to security
                  holders.

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                9.01

              	
                Financial
                  Statements and Exhibits

              	
                The
                  Responsible Party applicable to reportable event.

              
	
                10-K

              	
                Must
                  be filed within 90 days of the fiscal year end for the
                  registrant.

              
	
                9B

              	
                Other
                  Information

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  above.

              
	
                 

              	
                15

              	
                Exhibits
                  and Financial Statement Schedules

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Determining
                  applicable disclosure threshold

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Obtain
                  required financial information or effecting incorporation by
                  reference

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Determining
                  current maximum probable exposure

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                 

              	
                 

              	
                Determining
                  current significance percentage

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Notify
                  derivative counterparty of significance percentage and request
                  required
                  financial information

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Obtain
                  required financial information or effecting incorporation by
                  reference

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Sponsor
                  (Seller)

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              
	
                Depositor

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Trustee

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Issuing
                  entity

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Securities
                  Administrator

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Custodian

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1119 - Affiliations and relationships between the following entities,
                  or
                  their respective affiliates, that are material to
                  Certificateholders:

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Sponsor
                  (Seller)

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              
	
                Depositor

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Trustee

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Securities
                  Administrator

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Originator

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Custodian

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Credit
                  Enhancer/Support Provider

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Significant
                  Obligor

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Item
                  1122 - Assessment of Compliance with Servicing
                  Criteria

              	
                X

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1123 - Servicer Compliance Statement

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              	
                 

              	 


      

      
 

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    EXHIBIT
      O

     

    Additional
      Disclosure Notification

    Wells
      Fargo Bank, N.A. as Trustee 

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

     

    E-mail:
      cts.sec.notifications@wellsfargo.com

     

    Attn:
      Corporate Trust Services - BSARM 2007-3-SEC REPORT PROCESSING

     

    RE:
      **Additional Form [ ] Disclosure**Required

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 4.18 of the Pooling and Servicing Agreement, dated
      as of
      April 1, 2007, among Structured Asset Mortgage Investments II Inc. as depositor
      (the “Depositor”), EMC Mortgage Corporation as seller and master servicer (in
      such capacity, the “Master Servicer”), Wells Fargo Bank, N.A. as Trustee (the
“Pooling and Servicing Agreement”). The undersigned hereby notifies you that
      certain events have come to our attention that [will][may] need to be disclosed
      on Form [ ].

     

    Description
      of Additional Form [ ] Disclosure:

     

    
 

     

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

     

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

     

    [NAME
      OF
      PARTY]

     

    as
      [role]

     

    By:
      __________________________________

    Name:

    Title: