EXHIBIT 10.1
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
DEPOSITOR
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
TRUSTEE
AND
EMC MORTGAGE CORPORATION
SERVICER, SPONSOR AND COMPANY
POOLING AND SERVICING AGREEMENT
DATED AS OF JANUARY 1, 2007
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
Bear Xxxxxxx Mortgage Funding Trust 2007-AR1
Mortgage Pass-Through Certificates, Series 2007-AR1
TABLE OF CONTENTS
ARTICLE I DEFINITIONS................................................................................2
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................57
Section 2.01. Conveyance of Mortgage Loans to Trustee..........................................57
Section 2.02. Acceptance of Mortgage Loans by Trustee..........................................59
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement...................61
Section 2.04. Substitution of Mortgage Loans...................................................63
Section 2.05. Issuance of Certificates.........................................................64
Section 2.06. Representations and Warranties Concerning the Depositor..........................65
Section 2.07. Representations and Warranties of the Company and Sponsor........................66
Section 2.08. Purposes and Powers of the Trust.................................................69
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................69
Section 3.01. Servicer to Act as Servicer......................................................69
Section 3.02. REMIC-Related Covenants..........................................................71
Section 3.03. Monitoring of Subservicers.......................................................71
Section 3.04. Fidelity Bond....................................................................72
Section 3.05. Power to Act; Procedures.........................................................72
Section 3.06. Due-on-Sale Clauses; Assumption Agreements.......................................73
Section 3.07. Release of Mortgage Files........................................................74
Section 3.08. Documents, Records and Funds in Possession of Servicer To Be Held for Trustee....75
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies...........................76
Section 3.10. Presentment of Claims and Collection of Proceeds.................................77
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies...........................77
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents.........78
Section 3.13. Realization Upon Defaulted Mortgage Loans........................................78
Section 3.14. Compensation for the Servicer....................................................78
Section 3.15. REO Property.....................................................................79
Section 3.16. Annual Statement as to Compliance; Annual Certification..........................81
Section 3.17. Assessments of Compliance and Attestation Reports................................82
Section 3.18. Reports Filed with Securities and Exchange Commission............................83
Section 3.19. UCC..............................................................................90
Section 3.20. Optional Purchase of Defaulted Mortgage Loans....................................90
Section 3.21. Books and Records................................................................91
Section 3.22. Intention of the Parties and Interpretation......................................91
ARTICLE IV ACCOUNTS..................................................................................92
Section 4.01. Custodial Account................................................................92
Section 4.02. Permitted Withdrawals and Transfers from the Custodial Account...................93
Section 4.03. Distribution Account.............................................................94
Section 4.04. Permitted Withdrawals and Transfers from the Distribution Account................95
Section 4.05. Adjustable Rate Supplemental Fund................................................96
Section 4.06. Statements to the Trustee........................................................97
Section 4.07. Reserved.........................................................................98
Section 4.08. Reserve Fund.....................................................................98
Section 4.09. Class XP Reserve Account.........................................................99
Section 4.10. Final Maturity Reserve Account..................................................100
ARTICLE V CERTIFICATES.............................................................................101
Section 5.01. Certificates....................................................................101
Section 5.02. Registration of Transfer and Exchange of Certificates...........................109
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............................112
Section 5.04. Persons Deemed Owners...........................................................112
Section 5.05. Transfer Restrictions on Residual Certificates..................................113
Section 5.06. Restrictions on Transferability of Certificates.................................114
Section 5.07. ERISA Restrictions..............................................................114
Section 5.08. Rule 144A Information...........................................................115
ARTICLE VI PAYMENTS TO CERTIFICATEHOLDERS...........................................................116
Section 6.01. Distributions on the Certificates...............................................116
Section 6.02. Allocation of Losses and Subsequent Recoveries..................................124
Section 6.03. Payments........................................................................125
Section 6.04. Statements to Certificateholders................................................125
Section 6.05. Monthly Advances................................................................128
Section 6.06. Compensating Interest Payments..................................................129
Section 6.07. Distributions on REMIC Regular Interests........................................129
ARTICLE VII THE SERVICER.............................................................................130
Section 7.01. Liabilities of the Servicer.....................................................130
Section 7.02. Merger or Consolidation of the Servicer.........................................130
Section 7.03. Indemnification of the Trustee..................................................130
Section 7.04. Limitations on Liability of the Servicer and Others.............................131
Section 7.05. Servicer Not to Resign..........................................................132
Section 7.06. Successor Servicer..............................................................132
Section 7.07. Sale and Assignment of Servicing................................................132
ARTICLE VIII DEFAULT..................................................................................133
Section 8.01. Events of Default...............................................................133
Section 8.02. Trustee to Act; Appointment of Successor........................................135
Section 8.03. Notification to Certificateholders..............................................136
Section 8.04. Waiver of Defaults..............................................................136
Section 8.05. List of Certificateholders......................................................136
ARTICLE IX CONCERNING THE TRUSTEE...................................................................137
Section 9.01. Duties of Trustee...............................................................137
Section 9.02. Certain Matters Affecting the Trustee...........................................139
Section 9.03. Trustee Not Liable for Certificates or Mortgage Loans...........................140
Section 9.04. Trustee May Own Certificates....................................................141
Section 9.05. Trustee’s Fees and Expenses.....................................................141
Section 9.06. Eligibility Requirements for Trustee............................................141
Section 9.07. Insurance.......................................................................141
Section 9.08. Resignation and Removal of the Trustee..........................................142
Section 9.09. Successor Trustee...............................................................142
Section 9.10. Merger or Consolidation of Trustee..............................................143
Section 9.11. Appointment of Co-Trustee or Separate Trustee...................................143
Section 9.12. Federal Information Returns and Reports to Certificateholders; REMIC
Administration................................................................144
ARTICLE X TERMINATION..............................................................................147
Xxxxxxx 00.00. Xxxxxxxxxxx Xxxx Xxxxxxxxxx by the Depositor or its Designee or Liquidation of
the Mortgage Loans...........................................................147
Section 10.02. Additional Termination Requirements.............................................149
ARTICLE XI MISCELLANEOUS PROVISIONS.................................................................151
Section 11.01. Intent of Parties...............................................................151
Section 11.02. Amendment.......................................................................151
Section 11.03. Recordation of Agreement........................................................152
Section 11.04. Limitation on Rights of Certificateholders......................................152
Section 11.05. Acts of Certificateholders......................................................153
Section 11.06. Governing Law...................................................................154
Section 11.07. Notices.........................................................................154
Section 11.08. Severability of Provisions......................................................155
Section 11.09. Successors and Assigns..........................................................155
Section 11.10. Article and Section Headings....................................................155
Section 11.11. Counterparts....................................................................155
Section 11.12. Notice to Rating Agencies.......................................................155
Section 11.13. Use of Subservicers and Subcontractors..........................................156
EXHIBITS
Exhibit A-1 - Form of Class A Certificate
Exhibit A-2 - Reserved
Exhibit A-3 - Form of Class I-B Certificate
Exhibit A-4 - Form of Class II-B-1, Class II-B-2, Class II-B-3 and Class II-B-4
Certificates
Exhibit A-5 Form of II-B-5 Certificate
Exhibit A-6 - Form of Class B-IO Certificate
Exhibit A-7 - Form of Class R Certificate
Exhibit A-8 - Form of Class R-X Certificate
Exhibit A-9 - Form of Class X Certificate
Exhibit A-10 - Form of Class XP Certificate
Exhibit B - Mortgage Loan Schedule
Exhibit C - Reserved
Exhibit D - Request for Release of Documents
Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1 - Form of Investment Letter (Non-Rule 144A)
Exhibit F-2 - Form of Rule 144A Investment Representation
Exhibit F-3 - Form of Transferor Representation Letter
Exhibit G - Form of Custodial Agreement
Exhibit H - Form of Mortgage Loan Purchase Agreement
Exhibit I - Form of Trustee Limited Power of Attorney
Exhibit J - Reserved
Exhibit K - Loan Level Format for Tape Input, Servicer Period Reporting
Exhibit L - Reporting Data for Defaulted Loans
Exhibit M - Reserved
Exhibit N - Form of Cap Contracts
Exhibit O - Reserved
Exhibit P - Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit Q-1 - Form of Servicer Back-Up Certification
Exhibit Q-2 - Form of Trustee Back-Up Certification
Exhibit R - Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit S - Additional Disclosure Information
Exhibit T - Reserved
SCHEDULES
Schedule A - Coupon Strip Reserve Account Schedule
POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement dated as of January 1, 2007, among Structured Asset Mortgage Investments II Inc., a Delaware
corporation, as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association, a banking association organized under the laws
of the United States, not in its individual capacity but solely as trustee (the “Trustee”) and EMC Mortgage Corporation, as servicer
(in such capacity, the “Servicer”), as company (in such capacity, the “Company” or “EMC”) and, as sponsor (in such capacity, the
“Sponsor”).
PRELIMINARY STATEMENT
On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Sponsor. 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 on behalf of the Trust 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 “regular interests” in such
REMIC.
The Trustee on behalf of the Trust 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 “regular interests” in such
REMIC.
The Trustee on behalf of the Trust 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 REMIC III Regular Interests will be designated “regular interests” in such
REMIC.
The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal
income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated the “regular interests” in
such REMIC.
The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II and REMIC III. The
Class R-X Certificates will evidence ownership of the “residual interest” in REMIC IV.
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 $287,403,461.81. 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 $818,428,815.22.
In consideration of the mutual agreements herein contained, the Depositor, the Servicer, the Sponsor, the Company 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.
2007-AR1 REMIC: Any of REMIC I, REMIC II, REMIC III and REMIC IV.
Accepted Servicing Practices: The procedures, including prudent collection and loan administration procedures, and the
standard of care (i) employed by prudent mortgage servicers which service mortgage loans of the same type as the Mortgage Loans in
the jurisdictions in which the related Mortgage Properties are located or (ii) in accordance with the Xxxxxx Mae Guide or Xxxxxxx Mac
Guide, subject to any variances negotiated with Xxxxxx Mae or Xxxxxxx Mac and subject to the express provisions of this Agreement.
Such standard of care shall not be lower than that the Servicer customarily employs and exercises in servicing and administering
similar mortgage loans for its own account and shall be in full compliance with all federal, state, and local laws, ordinances, rules
and regulations.
Account: The Custodial Account, the Adjustable Rate Supplemental Fund, the Distribution Account, the Reserve Fund, the
Final Maturity Reserve Account or the Class XP Reserve Account, as the context may require.
Actual Monthly Payments: For any Mortgage Loan and each Due Period, the actual monthly payments of principal and interest
received during such month on such Mortgage Loan.
Additional Disclosure: As defined in Section 3.18(a)(v).
Additional Form 10-D Disclosure: As defined in Section 3.18(a)(i).
Additional Form 10-K Disclosure: As defined in Section 3.18(a)(iv).
Adjustable Rate Supplemental Fund: An “outside reserve fund” within the meaning of Treasury Regulation 1.860G-2(h), which is
not an asset of any REMIC and which is established and maintained pursuant to Section 4.05.
Adjusted Rate Cap: With respect to the Class I-A Certificates and Class I-B Certificates, each Distribution Date and the
related Due Period, the sum of (i) the Scheduled Payments owed on the Group I Mortgage Loans for such Due Period less the related
Servicing Fee and Trustee Fee and (ii) the related Actual Monthly Payments received in excess of the Scheduled Payments, expressed as
a per annum rate calculated on the basis of the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Due Period
and further reflecting the accrual of interest on an actual/360 basis, minus the sum of (a) the interest payable to the Class I-X
Certificates and (b) the Coupon Strip with respect to Loan Group I, if any, payable to the Final Maturity Reserve Account with
respect to such Distribution Date, expressed as a per annum rate.
With respect to the Group II Certificates, each Distribution Date and the related Due Period, the sum of (i) the
Scheduled Payments owed on the Group II Mortgage Loans for such Due Period less the related Servicing Fee and Trustee Fee and (ii)
the related Actual Monthly Payments received in excess of the Scheduled Payments, expressed as a per annum rate calculated on the
basis of the aggregate Stated Principal Balance of the Group II Mortgage Loans for such Due Period and further reflecting the accrual
of interest on an actual/360 basis.
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.
Annual Certification: As defined in Section 3.16(b) herein.
Applicable Credit Rating: For any long-term deposit or security, a credit rating of “AAA” in the case of S&P or “Aaa” in the
case of Xxxxx’x (or with respect to investments in money market funds, a credit rating of “AAAm” or “AAAm-G” in the case of S&P and
the highest rating given by Xxxxx’x for money market funds in the case of Xxxxx’x). For any short-term deposit or security, or a
rating of “A-l+” in the case of S&P or “Prime-1” in the case of Xxxxx’x.
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 Servicer or the Depositor, or (ii) written notice from
the appropriate taxing authority as to the applicability of such state law.
Applied Realized Loss Amount: With respect to any Distribution Date and a Class of Class A Certificates or Class B
Certificates, the sum of the Realized Losses with respect to the Mortgage Loans in the related Loan Group, which are to be applied in
reduction of the Current Principal Amount of such Class of Certificates pursuant to this Agreement in an amount equal to the amount,
if any, by which, (i) the aggregate Current Principal Amount of all of the Certificates in the related Loan Group (after all
distributions of principal on such Distribution Date) exceeds (ii) the aggregate Stated Principal Balance of all of the Mortgage
Loans in the related Loan Group for such Distribution Date. The Applied Realized Loss Amount with respect to the Group I Mortgage
Loans shall be allocated first to the Class I-B-9, Class I-B-8, Class I-B-7, Class I-B-6, Class I-B-5, Class I-B-4, Class I-B-3,
Class I-B-2 and Class I-B-1 Certificates, sequentially in that order, in each case until the Current Principal Amount of each such
Class has been reduced to zero. Thereafter, the principal portion of Realized Losses on the Group I Mortgage Loans will be allocated
on any Distribution Date first, to the Class I-A-3 Certificates, then to the Class I-A-2 Certificates, and then to the Class I-A-1
Certificates, sequentially in that order, until the Current Principal Amount of each such Class has been reduced to zero. The
Applied Realized Loss Amount with respect to the Group II Mortgage Loans shall be allocated first to the Class II-B-5, Class II-B-4,
Class II-B-3, Class II-B-2 and Class II-B-1 Certificates, sequentially in that order, in each case until the Current Principal Amount
of each such Class has been reduced to zero. Thereafter, the principal portion of Realized Losses on the Group II Mortgage Loans
will be allocated on any Distribution Date first, to the Class II-A-4 Certificates, and then pro rata to the Class II-A-1
Certificates, the Class II-A-2 Certificates, and the Class II-A-3 Certificates, until the Current Principal Amount of each such Class
has been reduced to zero.
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.
Assessment of Compliance: As defined in Section 3.17.
Attestation Report: As defined in Section 3.17.
Attesting Party: As defined in Section 3.17.
Available Funds: With respect to each Distribution Date, the aggregate Principal Funds and Interest Funds for such
Distribution Date.
Back-Up Certification: As defined in Section 3.18(a)(iv).
Bankruptcy Code: The United States Bankruptcy Code, as amended as codified in 11 U.S.C. §§ 101-1330.
Bankruptcy Loss: Any loss resulting from a bankruptcy court, in connection with a personal bankruptcy of a mortgagor, (1)
establishing the value of a mortgaged property at an amount less than the Outstanding Principal Balance of the Mortgage Loan secured
by such mortgaged property or (2) reducing the amount of the Monthly Payment on the related Mortgage Loan.
Basis Risk Shortfall: With respect to any Offered Certificates (other than the Class X Certificates) and the Class II-B-5
Certificates and as to any Distribution Date, the excess, if any, of:
1. the amount of Current Interest that such Class would have been entitled to receive on such Distribution Date had the
applicable Pass-Through Rate been calculated at a per annum rate equal to One-Month LIBOR plus the related Margin
and (ii) 10.50% per annum, or with respect to the Class II-A-2 Certificates and the Class II-A-3 Certificates,
11.50% per annum, over
2. the amount of Current Interest on such Class calculated using a Pass-Through Rate equal to the related Net Rate Cap
for such Distribution Date.
Basis Risk Shortfall Carry Forward Amount: With respect to any Distribution Date and each Class of Class A Certificates and
Class B Certificates, the sum of the Basis Risk Shortfall for such Distribution Date and the Basis Risk Shortfalls for all previous
Distribution Dates not previously paid from any source including the Excess Cashflow and payments under the Cap Contracts, together
with interest thereon at a rate equal to the related Pass-Through Rate for such Class of Certificates for such Distribution Date.
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 any jurisdiction in which the Trustee, the Custodian or the Servicer are
authorized or obligated by law or executive order to be closed.
Cap Contracts: With respect to each Class of the Class II-A Certificates and Class II-B Certificates, the respective cap
contracts, dated as of January 31, 2007, between the Trustee, on behalf of the Trust for the benefit of the Holders of the related
Certificates, and the Cap Counterparty, together with any scheduling, confirmations or other agreements related thereto, a form of
which is attached hereto as Exhibit N.
Cap Contract Payment Amount: With respect to any Distribution Date and a Cap Contract, the amounts received from such Cap
Contract, if any, on such Distribution Date.
Cap Counterparty: Bear Xxxxxxx Financial Products Inc.
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 X-0, X-0, X-0, X-0, X-0, X-0, X-0, A-9 and A-10
with the blanks therein appropriately completed.
Certificate Group: With respect to Loan Group I, the Group I Certificates, and with respect to Loan Group II, the Group II
Certificates.
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.
Certification Parties: As defined in Section 3.18(a)(iv).
Certifying Person: As defined in Section 3.18(a)(iv).
Class: With respect to the Certificates, any of Class I-A-1, Class I-A-2, Class I-A-3, Class I-X, Class I-B-1, Class I-B-2,
C-lass I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8, Class I-B-9, Class R, Class R-X, Class I-XP-1, Class
I-XP-2, Class I-B-IO, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4,
Class II-B-5, Class II-XP and Class II-B-IO Certificates.
Class I-A Certificates: The Class I-A-1, Class I-A-2 and Class I-A-3 Certificates.
Class I-A Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group I
Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the aggregate Current Principal Amount of the Class I-A
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to the
Distribution Date in January 2013, 28.750% and (ii) on or after the Distribution Date in January 2013, 23.000%, and (II) the excess
of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after
reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period)
over (b) 0.50% of the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B Certificates: The Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class
I-B-8 and Class I-B-9 Certificates.
Class I-B-1 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class I-B-1
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1) the aggregate
Current Principal Amount of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal Distribution
Amount for such Distribution Date) and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of
the related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during
the related Prepayment Period) multiplied by (i) prior to the Distribution Date in January 2013, 22.750% and (ii) on or after the
Distribution Date in January 2013, 18.200%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group I
Mortgage Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the
Group I Mortgage Loans incurred during the related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the Group I
Mortgage Loans as of the Cut-off Date.
Class I-B-2 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class I-B-2
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1) the aggregate
Current Principal Amount of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal Distribution
Amount for such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1 Certificates (after taking into
account the payment of the Class I-B-1 Principal Distribution Amounts for such Distribution Date) and (3) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior
to the Distribution Date in January 2013, 17.250% and (ii) on or after the Distribution Date in January 2013, 13.800%, and (II) the
excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period
(after reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment
Period) over (b) 0.50% of the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B-3 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class I-B-3
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1)
the aggregate Current Principal Amount of the Class I-A Certificates (after taking into account the payment of the Class I-A
Principal Distribution Amount for such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1
Certificates (after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such Distribution Date),
(3) the aggregate Current Principal Amount of the Class I-B-2 Certificates (after taking into account the payment of the Class I-B-2
Principal Distribution Amounts for such Distribution Date) and (4) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group I
Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to the Distribution Date in January 2013,
15.500% and (ii) on or after the Distribution Date in January 2013, 12.400%, and (II) the excess of (a) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) 0.50% of the
Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B-4 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class I-B-4
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1)
the aggregate Current Principal Amount of the Class I-A Certificates (after taking into account the payment of the Class I-A
Principal Distribution Amount for such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1
Certificates (after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such Distribution Date),
(3) the aggregate Current Principal Amount of the Class I-B-2 Certificates (after taking into account the payment of the Class I-B-2
Principal Distribution Amounts for such Distribution Date), (4) the aggregate Current Principal Amount of the Class I-B-3
Certificates (after taking into account the payment of the Class I-B-3 Principal Distribution Amounts for such Distribution Date) and
(5) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after
reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period)
multiplied by (i) prior to the Distribution Date in January 2013, 11.875% and (ii) on or after the Distribution Date in January 2013,
9.500%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the
related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B-5 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class I-B-5
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1)
the aggregate Current Principal Amount of the Class I-A Certificates (after taking into account the payment of the Class I-A
Principal Distribution Amount for such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1
Certificates (after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such Distribution Date),
(3) the aggregate Current Principal Amount of the Class I-B-2 Certificates (after taking into account the payment of the Class I-B-2
Principal Distribution Amounts for such Distribution Date), (4) the aggregate Current Principal Amount of the Class I-B-3
Certificates (after taking into account the payment of the Class I-B-3 Principal Distribution Amounts for such Distribution Date),
(5) the aggregate Current Principal Amount of the Class I-B-4 Certificates (after taking into account the payment of the Class I-B-4
Principal Distribution Amounts for such Distribution Date) and (6) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group I
Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to the Distribution Date in January 2013,
10.125% and (ii) on or after the Distribution Date in January 2013, 8.100%, and (II) the excess of (a) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) 0.50% of the
Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B-6 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class I-B-6
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1)
the aggregate Current Principal Amount of the Class I-A Certificates (after taking into account the payment of the Class I-A
Principal Distribution Amount for such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1
Certificates (after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such Distribution Date),
(3) the aggregate Current Principal Amount of the Class I-B-2 Certificates (after taking into account the payment of the Class I-B-2
Principal Distribution Amounts for such Distribution Date), (4) the aggregate Current Principal Amount of the Class I-B-3
Certificates (after taking into account the payment of the Class I-B-3 Principal Distribution Amounts for such Distribution Date),
(5) the aggregate Current Principal Amount of the Class I-B-4 Certificates (after taking into account the payment of the Class I-B-4
Principal Distribution Amounts for such Distribution Date), (6) the aggregate Current Principal Amount of the Class I-B-5
Certificates (after taking into account the payment of the Class I-B-5 Principal Distribution Amounts for such Distribution Date) and
(7) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after
reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period)
multiplied by (i) prior to the Distribution Date in January 2013, 8.875% and (ii) on or after the Distribution Date in January 2013,
7.100%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the
related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B-7 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class I-B-7
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1)
the aggregate Current Principal Amount of the Class I-A Certificates (after taking into account the payment of the Class I-A
Principal Distribution Amount for such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1
Certificates (after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such Distribution Date),
(3) the aggregate Current Principal Amount of the Class I-B-2 Certificates (after taking into account the payment of the Class I-B-2
Principal Distribution Amounts for such Distribution Date), (4) the aggregate Current Principal Amount of the Class I-B-3
Certificates (after taking into account the payment of the Class I-B-3 Principal Distribution Amounts for such Distribution Date),
(5) the aggregate Current Principal Amount of the Class I-B-4 Certificates (after taking into account the payment of the Class I-B-4
Principal Distribution Amounts for such Distribution Date), (6) the aggregate Current Principal Amount of the Class I-B-5
Certificates (after taking into account the payment of the Class I-B-5 Principal Distribution Amounts for such Distribution Date),
(7) the aggregate Current Principal Amount of the Class B-6 Certificates (after taking into account the payment of the Class B-6
Principal Distribution Amounts for such Distribution Date) and (8) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group I
Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to the Distribution Date in January 2013,
6.750% and (ii) on or after the Distribution Date in January 2013, 5.400%, and (II) the excess of (a) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) 0.50% of the Stated Principal
Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B-8 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class I-B-8
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1)
the aggregate Current Principal Amount of the Class I-A Certificates (after taking into account the payment of the Class I-A
Principal Distribution Amount for such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1 Certificates
(after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such Distribution Date), (3) the
aggregate Current Principal Amount of the Class I-B-2 Certificates (after taking into account the payment of the Class I-B-2
Principal Distribution Amounts for such Distribution Date), (4) the aggregate Current Principal Amount of the Class I-B-3
Certificates (after taking into account the payment of the Class I-B-3 Principal Distribution Amounts for such Distribution Date),
(5) the aggregate Current Principal Amount of the Class I-B-4 Certificates (after taking into account the payment of the Class I-B-4
Principal Distribution Amounts for such Distribution Date), (6) the aggregate Current Principal Amount of the Class I-B-5
Certificates (after taking into account the payment of the Class I-B-5 Principal Distribution Amounts for such Distribution Date),
(7) the aggregate Current Principal Amount of the Class B-6 Certificates (after taking into account the payment of the Class B-6
Principal Distribution Amounts for such Distribution Date), (8) the aggregate Current Principal Amount of the Class I-B-7
Certificates (after taking into account the payment of the Class I-B-7 Principal Distribution Amounts for such Distribution Date) and
(9) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after
reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period)
multiplied by (i) prior to the Distribution Date in January 2013, 5.500% and (ii) on or after the Distribution Date in January 2013,
4.400%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the
related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B-9 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class I-B-9
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1)
the aggregate Current Principal Amount of the Class I-A Certificates (after taking into account the payment of the Class I-A
Principal Distribution Amount for such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1
Certificates (after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such Distribution Date),
(3) the aggregate Current Principal Amount of the Class I-B-2 Certificates (after taking into account the payment of the Class I-B-2
Principal Distribution Amounts for such Distribution Date), (4) the aggregate Current Principal Amount of the Class I-B-3
Certificates (after taking into account the payment of the Class I-B-3 Principal Distribution Amounts for such Distribution Date),
(5) the aggregate Current Principal Amount of the Class I-B-4 Certificates (after taking into account the payment of the Class I-B-4
Principal Distribution Amounts for such Distribution Date), (6) the aggregate Current Principal Amount of the Class I-B-5
Certificates (after taking into account the payment of the Class I-B-5 Principal Distribution Amounts for such Distribution Date),
(7) the aggregate Current Principal Amount of the Class I-B-6 Certificates (after taking into account the payment of the Class I-B-6
Principal Distribution Amounts for such Distribution Date), (8) the aggregate Current Principal Amount of the Class I-B-7
Certificates (after taking into account the payment of the Class I-B-7 Principal Distribution Amounts for such Distribution Date),
(9) the aggregate Current Principal Amount of the Class I-B-8 Certificates (after taking into account the payment of the Class I-B-8
Principal Distribution Amounts for such Distribution Date) and (10) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group I
Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to the Distribution Date in January 2013,
4.250% and (ii) on or after the Distribution Date in January 2013, 3.400%, and (II) the excess of (a) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) 0.50% of the Stated Principal
Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B-IO Distribution Amount: With respect to any Distribution Date, the Current Interest for the Class I-B-IO
Certificates for such Distribution Date (from REMIC III to REMIC IV on account of REMIC III Regular Interest I-B-IO-I); provided,
however, that on and after the Distribution Date on which the aggregate Current Principal Amount of the Class I-A or Class I-B
Certificates has been reduced to zero, the Class I-B-IO Distribution Amount shall include the Group I Overcollateralization Amount
(which shall be deemed distributable, first, from REMIC III to REMIC IV on account of REMIC III Regular Interest I-B-IO-I, in respect
of accrued and unpaid interest thereon until such accrued and unpaid interest shall have been reduced to zero and, thereafter, from
REMIC III to REMIC IV on account of REMIC III Regular Interest I-B-IO-P, in respect of the principal balance thereof).
Class I-B-IO Notional Amount: With respect to any Distribution Date and the Class I-B-IO Certificates, the aggregate of the
Uncertificated Principal Balances of the REMIC I Regular Interests.
Class I-B-IO Pass-Through Rate: With respect to the Class I-B-IO Certificates or REMIC III Regular Interest I-B-IO-I, and
any Distribution Date, a per annum rate equal to the sum of (a) the Maximum Coupon Strip Rate and (b) the percentage equivalent of a
fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (i) through (iii) below, and the
denominator of which is the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests. For purposes of calculating
the Pass-Through Rate for the Class I-B-IO Certificates, the numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT1 minus the related Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT1;
(ii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT2 minus the related Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT2; and
(iii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT4 minus twice the related Marker Rate, applied
to a notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT4.
Class I-X Notional Amount: With respect to any Distribution Date and the Class I-X Certificates, the aggregate Stated
Principal Balance immediately prior to such Distribution Date of the Hard Prepayment Charge Loans.
Class I-XP Certificates: The Class I-XP-1 Certificates and the Class I-XP-2 Certificates.
Class II-A Certificates: The Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates.
Class II-A Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
II Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the aggregate Current Principal Amount of the Class
II-A Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) over (b) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior
to the Distribution Date in January 2013, 25.875% and (ii) on or after the Distribution Date in January 2013, 20.700%, and (II) the
excess of (a) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period
(after reduction for Principal Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment
Period) over (b) 0.50% of the Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.
Class II-B Certificates: The Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and Class II-B-5 Certificates.
Class II-B-1 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
II Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class II-B-1
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1) the aggregate
Current Principal Amount of the Class II-A Certificates (after taking into account the payment of the Class II-A Principal
Distribution Amount for such Distribution Date) and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of
the last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group II Mortgage Loans
incurred during the related Prepayment Period) multiplied by (i) prior to the Distribution Date in January 2013, 16.750% and (ii) on
or after the Distribution Date in January 2013, 13.400%, and (II) the excess of (a) the aggregate Stated Principal Balance of the
Group II Mortgage Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses
on the Group II Mortgage Loans incurred during the related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the
Group II Mortgage Loans as of the Cut-off Date.
Class II-B-2 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
II Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class II-B-2
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1) the aggregate
Current Principal Amount of the Class II-A Certificates (after taking into account the payment of the Class II-A Principal
Distribution Amount for such Distribution Date), (2) the aggregate Current Principal Amount of the Class II-B-1 Certificates (after
taking into account the payment of the Class II-B-1 Principal Distribution Amounts for such Distribution Date) and (3) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) multiplied by (i)
prior to the Distribution Date in January 2013, 11.875% and (ii) on or after the Distribution Date in January 2013, 9.500%, and (II)
the excess of (a) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period
(after reduction for Principal Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment
Period) over (b) 0.50% of the Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.
Class II-B-3 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
II Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class II-B-3
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1)
the aggregate Current Principal Amount of the Class II-A Certificates (after taking into account the payment of the Class II-A
Principal Distribution Amount for such Distribution Date), (2) the aggregate Current Principal Amount of the Class II-B-1
Certificates (after taking into account the payment of the Class II-B-1 Principal Distribution Amounts for such Distribution Date),
(3) the aggregate Current Principal Amount of the Class II-B-2 Certificates (after taking into account the payment of the Class
II-B-2 Principal Distribution Amounts for such Distribution Date) and (4) the aggregate Stated Principal Balance of the Group II
Mortgage Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the
Group II Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to the Distribution Date in January
2013, 8.250% and (ii) on or after the Distribution Date in January 2013, 6.600%, and (II) the excess of (a) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) over (b) 0.50% of the
Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.
Class II-B-4 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
II Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class II-B-4
Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1)
the aggregate Current Principal Amount of the Class II-A Certificates (after taking into account the payment of the Class II-A
Principal Distribution Amount for such Distribution Date), (2) the aggregate Current Principal Amount of the Class II-B-1
Certificates (after taking into account the payment of the Class II-B-1 Principal Distribution Amounts for such Distribution Date),
(3) the aggregate Current Principal Amount of the Class II-B-2 Certificates (after taking into account the payment of the Class
II-B-2 Principal Distribution Amounts for such Distribution Date), (4) the aggregate Current Principal Amount of the Class II-B-3
Certificates (after taking into account the payment of the Class II-B-3 Principal Distribution Amounts for such Distribution Date)
and (5) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after
reduction for Principal Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment
Period) multiplied by (i) prior to the Distribution Date in January 2013, 7.000% and (ii) on or after the Distribution Date in
January 2013, 5.600%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the
last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group II Mortgage Loans
incurred during the related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the Group II Mortgage Loans as of
the Cut-off Date.
Class II-B-5 Principal Distribution Amount: For any Distribution Date on or after the related Stepdown Date on which a
Group II Trigger Event is not in effect, an amount equal to the excess (if any) of (x) the Current Principal Amount of the Class
II-B-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) over (b) the sum of (1)
the aggregate Current Principal Amount of the Class II-A Certificates (after taking into account the payment of the Class II-A
Principal Distribution Amount for such Distribution Date), (2) the aggregate Current Principal Amount of the Class II-B-1
Certificates (after taking into account the payment of the Class II-B-1 Principal Distribution Amounts for such Distribution Date),
(3) the aggregate Current Principal Amount of the Class II-B-2 Certificates (after taking into account the payment of the Class
II-B-2 Principal Distribution Amounts for such Distribution Date), (4) the aggregate Current Principal Amount of the Class II-B-3
Certificates (after taking into account the payment of the Class II-B-3 Principal Distribution Amounts for such Distribution Date),
(5) the aggregate Current Principal Amount of the Class II-B-4 Certificates (after taking into account the payment of the Class
II-B-4 Principal Distribution Amounts for such Distribution Date) and (6) the aggregate Stated Principal Balance of the Group II
Mortgage Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the
Group II Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to the Distribution Date in January
2013, 2.000% and (ii) on or after the Distribution Date in January 2013, 1.600%, and (II) the excess of (a) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) over (b) 0.50% of the
Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.
Class II-B-IO Advances: As defined in Section 6.01(c).
Class II-B-IO Distribution Amount: With respect to any Distribution Date, the Current Interest for the Class II-B-IO
Certificates for such Distribution Date (which shall be deemed distributable from REMIC III to REMIC IV on account of REMIC III
Regular Interest II-B-IO-I); provided, however, that on and after the Distribution Date on which the aggregate Current Principal
Amount of the Class II-A or Class II-B Certificates has been reduced to zero, the Class II-B-IO Distribution Amount shall include the
Group II Overcollateralization Amount (which shall be deemed distributable, first, from REMIC III to REMIC IV on account of REMIC III
Regular Interest II-B-IO-I, in respect of accrued and unpaid interest thereon until such accrued and unpaid interest shall have been
reduced to zero and, thereafter, from REMIC III to REMIC IV on account of REMIC III Regular Interest II-B-IO-P, in respect of the
principal balance thereof).
Class II-B-IO Notional Amount: With respect to any Distribution Date and the Class II-B-IO Certificates, the aggregate of
the Uncertificated Principal Balances of the REMIC II Regular Interests.
Class II-B-IO Pass-Through Rate: With respect to the Class II-B-IO Certificates or REMIC III Regular Interest II-B-IO-I, and
any Distribution Date, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the
amounts calculated pursuant to clauses (i) through (iii) below, and the denominator of which is the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests. For purposes of calculating the Pass-Through Rate for the Class II-B-IO
Certificates, the numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT5 minus the related Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT5;
(ii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT6 minus the related Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT6; and
(iii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT8 minus twice the related Marker Rate, applied
to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT8.
Class A Certificates: The Class I-A Certificates and the Class II-A Certificates.
Class B Certificates: The Class I-B Certificates and the Class II-B Certificates.
Class B-IO Certificates: The Class I-B-IO Certificates and the Class II-B-IO Certificates.
Class R Certificates: The Class R Certificates substantially in the form annexed hereto as Exhibit A-7 and evidencing
ownership of interests designated as “residual interests” in REMIC I, REMIC II and REMIC III for purposes of the REMIC Provisions.
Component I of the Class R Certificates is designated as the sole class of “residual interest” in REMIC I, Component II of the Class
R Certificates is designated as the sole class of “residual interest” in REMIC II and Component III of the Class R Certificates is
designated as the sole class of “residual interest” in REMIC III.
Class R-X Certificates: The Class R-X Certificates substantially in the form annexed hereto as Exhibit A-8 and evidencing
ownership of the “residual interest” in REMIC IV for purposes of the REMIC Provisions.
Class X Certificates: The Class I-X Certificates.
Class XP Certificates: The Class I-XP Certificates and the Class II-XP Certificates.
Class XP Reserve Account: The account established and maintained by the Trustee pursuant to Section 4.09.
Closing Date: January 31, 2007.
Code: The United States Internal Revenue Code of 1986, as amended.
Commission or SEC: The U.S. Securities and Exchange Commission.
Compensating Interest Payment: As defined in Section 6.06.
Corporate Trust Office: The designated office of the Trustee, where at any particular time its corporate trust business with
respect to this Agreement shall be administered. For the purpose of registration and transfer and exchange only, the Corporate Trust
Office of the Trustee shall be located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust
Group, Bear Xxxxxxx Mortgage Funding Trust 2007-AR1. The Corporate Trust Office of the Trustee at the date of the execution of this
Agreement for all other purposes is located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Group,
Bear Xxxxxxx Mortgage Funding Trust 2007-AR1.
Coupon Strip: With respect to Loan Group I, shall be an amount equal to the lesser of (a) the product of (i) 1.00%, (ii)
the aggregate Stated Principal Balance of the Group I Mortgage Loans with original terms to maturity in excess of 30 years as of the
Due Date occurring in the month prior to such Distribution Date and (iii) one-twelfth and (b) the excess of (i) the Final Maturity
Reserve Account Target for such Distribution Date over (ii) the amount on deposit in the Final Maturity Reserve Account immediately
prior to such Distribution Date.
Coupon Strip Rate: With respect to Loan Group I, shall equal the Coupon Strip, if any, payable to the Final Maturity
Reserve Account on any Distribution Date, expressed as a per annum rate calculated on the basis of the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of such Distribution Date.
Credit Enhancement Percentage: For any Distribution Date is the percentage obtained by dividing (x) the aggregate Current
Principal Amount of the Subordinate Certificates in the related Loan Group (including the related Overcollateralization Amount)
thereto by (y) the aggregate Principal Balance of the Mortgage Loans in the related Loan Group, calculated after taking into account
distributions of principal on the related Mortgage Loans and distribution of the Principal Distribution Amounts to the holders of the
related Certificates then entitled to distributions of principal on such Distribution Date.
Cumulative Loss Test Violation: The Group I Cumulative Loss Test Violation or the Group II Cumulative Loss Test Violation,
as applicable.
Current Interest: As of any Distribution Date, with respect to each Class of Offered Certificates and the Class II-B-5
Certificates, (i) the interest accrued on the Current Principal Amount or Notional Amount during the related Interest Accrual Period
at the applicable Pass-Through Rate plus any amount previously distributed with respect to interest for such Certificate that has
been recovered as a voidable preference by a trustee in bankruptcy minus with respect to the Class A Certificates or Class B
Certificates, (ii) the sum of (a) any Prepayment Interest Shortfall for such Distribution Date, to the extent not covered by
Compensating Interest Payments and (b) any shortfalls resulting from the application of the Relief Act during the related Due Period;
provided, however, that for purposes of calculating Current Interest for any such Class, amounts specified in clauses (ii)(a) and
(ii)(b) hereof for any such Distribution Date shall be allocated first to the related Class B-IO Certificates and the Residual
Certificates in reduction of amounts otherwise distributable to such Certificates on such Distribution Date and then any excess shall
be allocated to each other Class of Certificates in the related Loan Group pro rata based on the respective amounts of interest
accrued pursuant to clause (i) hereof for each such Class on such Distribution Date, (c) any Net Deferred Interest allocated to such
Class, and (d) the interest portion of any Realized Losses on the related Mortgage Loans allocated to such Class in the manner as
described herein.
Current Principal Amount: With respect to any Class of Offered Certificates and the Class II-B-5 Certificates as of any
Distribution Date, the initial principal amount of such Certificate plus the amount of any Net Deferred Interest allocated thereto on
the related Distribution Date and all previous Distribution Dates plus any Subsequent Recoveries added to the Current Principal
Amount of such Certificates pursuant to Section 6.02(h), and reduced by (i) all amounts distributed on previous Distribution Dates on
such Certificate with respect to principal and (ii) any Applied Realized Loss Amounts allocated to such Class on 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. The initial Current Principal Amount for each Class of Certificates is
set forth in Section 5.01(c)(iv).
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in full.
Custodial Account: The trust account or accounts created and maintained by the Servicer pursuant to Section 4.01, which
shall be denominated “Xxxxx Fargo Bank, National Association, as Trustee f/b/o holders of Structured Asset Mortgage Investments II
Inc., Bear Xxxxxxx Mortgage Funding Trust 2007-AR1, Mortgage Pass-Through Certificates, Series 2007-AR1, Custodial Account.” The
Custodial Account shall be an Eligible Account.
Custodial Agreement: An agreement, dated as of the Closing Date among the Depositor, the Servicer, the Trustee and the
Custodian in substantially the form attached hereto as Exhibit G.
Custodian: Xxxxx Fargo Bank, National Association, or any successor custodian appointed pursuant to the provisions hereof
and of the Custodial Agreement.
Cut-off Date: January 1, 2007.
Cut-off Date Balance: $1,105,832,277.03.
Deferred Interest: The amount of accrued interest on the Mortgage Loans, the payment of which is deferred and added to the
Outstanding Principal Balance of a Mortgage Loan due to negative amortization on such Mortgage Loan.
Deficient Valuation: A Bankruptcy Loss that results if a court, in connection with a personal bankruptcy of a Mortgagor,
establishes the value of a Mortgaged Property at an amount less than the unpaid principal balance of the Mortgage Loan secured by such
Mortgaged Property.
Delinquency Recognition Policies: The generally accepted industry standard that defines the proper means of reporting
delinquency status when a loan is determined to be delinquent if the payment is not received by the end of the day immediately
preceding the loan’s next due date.
Delinquency Test Violation: A Group I Delinquency Test Violation or a Group II Delinquency Test Violation, as applicable.
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 immediately succeeding 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 January 31
would then be considered to be 30 to 59 days delinquent. Similarly for “60 days delinquent,” “90 days delinquent” and so on.
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 Section 5.01(a).
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: 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 Distribution Date.
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 Xxxxxxx 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 2007-AR1 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 by the Trustee pursuant to Section 4.03, which
shall be denominated “Xxxxx Fargo Bank, National Association, as Trustee f/b/o holders of Structured Asset Mortgage Investments II
Inc., Bear Xxxxxxx Mortgage Funding Trust 2007-AR1, Mortgage Pass-Through Certificates, Series 2007-AR1 - Distribution Account.” The
Distribution Account shall be an Eligible Account.
Distribution Account Deposit Date: The second 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.
Distribution Report: The Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of the Exchange Act.
DTC Custodian: Xxxxx Fargo Bank, National Association, 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.
Due Period: With respect to any Distribution Date and each Mortgage Loan, the period commencing on the second day of the
month preceding the calendar 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.
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-1 or better by Standard & Poor’s and P-1 by Xxxxx’x 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, and any successor thereto.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 8.01.
Excess Cashflow: With respect to any Distribution Date and each Loan Group, the sum of (i) the Remaining Excess Spread for
such Loan Group and such Distribution Date and (ii) the Overcollateralization Release Amount for such Loan Group and for such
Distribution Date.
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.
Excess Overcollateralization: With respect to any Distribution Date and each Loan Group, the excess, if any, of the
Overcollateralization Amount for such Loan Group over the Overcollateralization Target Amount for such Loan Group.
Excess Spread: With respect to any Distribution Date and each Loan Group, the excess, if any, of the related Interest Funds
for such Distribution Date over the sum (i) with respect to Loan Group I only, the Coupon Strip, if applicable, (ii) the Current
Interest on the related Offered Certificates and the Class II-B-5 Certificates and (iii) any Interest Carry Forward Amounts on the
related Senior Certificates on such Distribution Date.
Exchange Act: Securities Exchange Act of 1934, as amended.
Exchange Act Reports: Any reports required to be filed pursuant to Sections 3.17 and 3.18.
Extra Principal Distribution Amount: With respect to any Distribution Date and each Loan Group, the lesser of (i) the
excess, if any, of the Overcollateralization Target Amount for such Loan Group and such Distribution Date over the
Overcollateralization Amount for such Loan Group and such Distribution Date and (ii) the Excess Spread for such Loan Group and such
Distribution Date.
Xxxxxx Xxx: Federal National Mortgage Association and any successor thereto.
Xxxxxx Mae Guide: The Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide and all amendments or additions thereto.
FDIC: Federal Deposit Insurance Corporation and any successor thereto.
Final Certification: The certification substantially in the form of Exhibit Three to the Custodial Agreement.
Final Maturity Reserve Account: The separate account established and maintained by the Trustee pursuant to Section 4.10.
Amounts on deposit in the Final Maturity Reserve Account will not be an asset of any 2007-AR1 REMIC.
Final Maturity Reserve Account Target: For any Distribution Date beginning with the Distribution Date in February 2017, the
lesser of (a) the product of (i) the aggregate principal balance of the Group I Mortgage Loans with original terms to maturity in
excess of 30 years as of the Due Date occurring in the month prior to such Distribution Date and (ii) the fraction, the numerator of
which is 1.00 and the denominator of which is 0.85, and (b) $12,372,408.
Fiscal Quarter: December 1 through the last day of February, March 1 through May 31, June 1 through August 31, or September
1 through November 30, as applicable.
Form 8-K Disclosure Information: As defined in Section 3.18(a)(iii).
Fractional Undivided Interest: With respect to any Class of Certificates (other than the Class XP Certificates), the
fractional undivided interest evidenced by any Certificate of such Class the numerator of which is the Current Principal Amount of
such Certificate and the denominator of which is the Current Principal Amount of such Class. With respect to the Class XP
Certificates, the percentage interest stated thereon. With respect to the Certificates in the aggregate, the fractional undivided
interest evidenced by (i) the Residual Certificates will be deemed to equal 1.0% and (ii) a Certificate of any other Class will be
deemed to equal 99.0% 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 of such Class.
Xxxxxxx Mac: Xxxxxxx Mac, formerly the Federal Home Loan Mortgage Corporation, and any successor thereto.
Xxxxxxx Mac Guide: The Xxxxxxx Mac Selling Guide and the Xxxxxxx Mac Servicing Guide and all amendments or additions
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 Certificates: The Class I-A, Class I-X and Class I-B Certificates.
Group I Cumulative Loss Test Violation: If on any Distribution Date if the aggregate amount of Realized Losses on the Group
I Mortgage Loans incurred since the Cut-off Date through the last day of the related Prepayment Period divided by the aggregate
Principal Balance of the Group I Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set forth below with
respect to such Distribution Date:
Distribution Date Occurring in Percentage
February 2009 through January 2010 0.50%
February 2010 through January 2011 0.90%
February 2011 through January 2012 1.30%
February 2012 through January 2013 1.80%
February 2013 and thereafter 2.00%
Group I Delinquency Test Violation: If on any Distribution Date, the percentage obtained by dividing (x) the aggregate
Outstanding Principal Balance of Group I Mortgage Loans that are 60 days or more Delinquent or are in bankruptcy or foreclosure or
are REO Properties by (y) the aggregate Outstanding Principal Balance of the Group I Mortgage Loans, in each case, as of the last day
of the previous calendar month, exceeds (i) prior to the Distribution Date in January 2013, 24.25% of the Credit Enhancement
Percentage and (ii) on or after the Distribution Date in January 2013, 30.25%.
Group I Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group I Offered Certificates: The Class I-A-1, Class I-A-2, Class I-A-3, Class I-X, Class I-B-1, Class I-B-2, Class I-B-3,
Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates.
Group I Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (i) the aggregate
principal balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for Realized Losses on the Group I Mortgage Loans incurred during
the related Prepayment Period) over (ii) the aggregate Current Principal Amount of the Class I-A Certificates and the Class I-B
Certificates, taking into account the distributions of principal, less the related Net Deferred Interest, to be made on such
Distribution Date.
Group I Overcollateralization Release Amount: With respect to Loan Group I and any Distribution Date for which the related
Excess Overcollateralization Amount is, or would be, after taking into account all other distributions to be made on that
Distribution Date, greater than zero, an amount equal to the lesser of (i) the related Excess Overcollateralization Amount for such
Distribution Date and (ii) related Principal Funds for that Distribution Date.
Group I Overcollateralization Target Amount: With respect to Loan Group I and any Distribution Date, (i) prior to the
Stepdown Date, an amount equal to 1.70% of the aggregate principal balance of the Group I Mortgage Loans as of the Cut-off Date, (ii)
on or after the related Stepdown Date provided a Group I Trigger Event is not in effect, the greater of (x) (1) prior to the
Distribution Date in January 2013, 4.25% of the then current aggregate outstanding Principal Balance of the Group I Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after
reduction for Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) and (2) on or after the
Distribution Date in January 2013, 3.40% of the then current aggregate Outstanding Principal Balance of the Group I Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after
reduction for Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) and (y) 0.50% of the
aggregate principal balance of the Group I Mortgage Loans as of the Cut-Off Date ($1,437,017.31) or (iii) on or after the related
Stepdown Date and if a Group I Trigger Event is in effect, the Group I Overcollateralization Target Amount for the immediately
preceding Distribution Date.
Group I Principal Distribution Amount: With respect to each Distribution Date, an amount equal to (i) the Principal Funds
for Loan Group I for such Distribution Date, plus (ii) any Extra Principal Distribution Amount with respect to Loan Group I for such
Distribution Date, minus (iii) any Group I Overcollateralization Release Amount for such Distribution Date.
Group I Trigger Event: The occurrence of either a Group I Delinquency Test Violation or a Group I Cumulative Loss Test
Violation.
Group II Certificates: The Class II-A Certificates and the Class II-B Certificates.
Group II Cumulative Loss Test Violation: If on any Distribution Date, the aggregate amount of Realized Losses on the Group
II Mortgage Loans incurred since the Cut-off Date through the last day of the related Prepayment Period divided by the aggregate
Principal Balance of the Group II Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set forth below with
respect to such Distribution Date:
Distribution Date Occurring in Percentage
February 2009 through January 2010 0.35%
February 2010 through January 2011 0.65%
February 2011 through January 2012 0.90%
February 2012 through January 2013 1.25%
February 2013 and thereafter 1.35%
Group II Delinquency Test Violation: If on any Distribution Date, the percentage obtained by dividing (x) the aggregate
Outstanding Principal Balance of Group II Mortgage Loans that are 60 days or more Delinquent or are in bankruptcy or foreclosure or
are REO Properties by (y) the aggregate Outstanding Principal Balance of the Group II Mortgage Loans, in each case, as of the last
day of the previous calendar month, exceeds (i) prior to the Distribution Date in January 2013, 27.00% of the Credit Enhancement
Percentage and (ii) on or after the Distribution Date in January 2013, 33.75%.
Group II Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group II Offered Certificates: The Class II-A-1, Class II-A-2, Class II-A-3, Class II-A- 4, Class II-B-1, Class II-B-2,
Class II-B-3 and Class II-B-4 Certificates.
Group II Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (i) the aggregate
principal balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for Realized Losses on the Group II Mortgage Loans incurred during
the related Prepayment Period) over (ii) the aggregate Current Principal Amount of the Class II-A Certificates and the Class II-B
Certificates, after taking into account the distributions of principal, less the related Net Deferred Interest, to be made on such
Distribution Date.
Group II Overcollateralization Release Amount: With respect to Loan Group II and any Distribution Date for which the related
Excess Overcollateralization Amount is, or would be, after taking into account all other distributions to be made on that
Distribution Date, greater than zero, an amount equal to the lesser of (i) the related Excess Overcollateralization Amount for that
Distribution Date and (ii) related Principal Funds for that Distribution Date.
Group II Overcollateralization Target Amount: With respect to any Distribution Date, (i) prior to the related Stepdown Date,
an amount equal to 0.80% of the aggregate principal balance of the Group II Mortgage Loans as of the Cut-off Date, (ii) on or after
the related Stepdown Date provided a Group II Trigger Event is not in effect, the greater of (x) (1) prior to the Distribution Date
in January 2013, 2.00% of the then current aggregate outstanding Principal Balance of the Group II Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for
Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) and (2) on or after the Distribution
Date in January 2013, 1.60% of the then current aggregate Outstanding Principal Balance of the Group II Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after
reduction for Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) and (y) 0.50% of the
aggregate principal balance of the Group II Mortgage Loans as of the Cut-Off Date ($4,092,144.08) or (iii) on or after the related
Stepdown Date and if a Trigger Event is in effect, the Group II Overcollateralization Target Amount for the immediately preceding
Distribution Date.
Group II Principal Distribution Amount: With respect to each Distribution Date, an amount equal to (i) the Principal Funds
for Loan Group II for such Distribution Date, plus (ii) any Extra Principal Distribution Amount with respect to Loan Group II for
such Distribution Date, minus (iii) any Group II Overcollateralization Release Amount for such Distribution Date.
Group II Significance Estimate: With respect to any Distribution Date, and in accordance with Item 1115 of Regulation AB,
shall be an amount determined based on the reasonable good-faith estimate by the Depositor of the aggregate maximum probable exposure
of the outstanding Group II Certificates to the related Cap Contract.
Group II Significance Percentage: With respect to any Distribution Date, and in accordance with Item 1115 of Regulation AB,
shall be an percentage equal to the Group II Significance Estimate divided by the aggregate outstanding Certificate Principal Balance
of the Group II Certificates, prior to the distribution of the related Principal Distribution Amount on such Distribution Date.
Group II Trigger Event: The occurrence of either a Group II Delinquency Test Violation or a Group II Cumulative Loss Test
Violation.
Hard Prepayment Charge Loan: Any Group I Mortgage Loan with a three-year prepayment charge term for which a “hard”
Prepayment Charge may be assessed, as indicated on the Mortgage Loan Schedule.
Holder: The Person in whose name a Certificate is registered in the Certificate Register, except that, subject to Sections
11.02(b) and 11.05(e), solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, the 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 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 Servicer and of any Affiliate of the Depositor or the Servicer, (b) does not have any direct financial interest
or any material indirect financial interest in the Depositor or the Servicer or any Affiliate of the Depositor or the Servicer and
(c) is not connected with the Depositor or the 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, including the related
Servicer’s costs and expenses incurred in connection with presenting claims under the related Insurance Policies.
Interest Accrual Period: For each of the Offered Certificates (other than the Class X Certificates) and the Class II-B-5
Certificates and for any Distribution Date, the period commencing on the Distribution Date in the month preceding the month in which
a Distribution Date occurs (or the Closing Date, in the case of the first Interest Accrual Period) and ending on the day immediately
prior to such Distribution Date. For each of the Class X Certificates and for any Distribution Date, 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 Carry Forward Amount: As of any Distribution Date and with respect to each Class of Offered Certificates and the
Class II-B-5 Certificates and as of the first Distribution Date, zero, and for each Distribution Date thereafter, the sum of (i) the
excess of (a) the Current Interest for such Class with respect to prior Distribution Dates over (b) the amount actually distributed
to such Class of Certificates with respect to interest on or after such prior Distribution Dates, and (ii) interest on such excess
(to the extent permitted by applicable law) at the applicable Pass-Through Rate for such Class for the related Interest Accrual
Period including the Interest Accrual Period relating to such Distribution Date.
Interest Funds: With respect to each Loan Group and any Distribution Date, (i) the sum, without duplication, of (a) all
scheduled interest collected in respect to the related Mortgage Loans during the related Due Period less the related Servicing Fee if
any, and less the Trustee Fee, (b) all Monthly Advances relating to interest with respect to the related Mortgage Loans made on or
prior to the related Distribution Account Deposit Date, (c) all Compensating Interest Payments with respect to the related Mortgage
Loans and required to be remitted by the Servicer pursuant to this Agreement with respect to such Distribution Date, (d) Insurance
Proceeds, Liquidation Proceeds and Subsequent Recoveries with respect to the Mortgage Loans collected during the related Prepayment
Period, to the extent such proceeds relate to interest, less all Nonrecoverable Advances relating to interest and certain expenses,
in each case, with respect to the Mortgage Loans in the Related Loan Group, (e) all amounts relating to interest with respect to each
Mortgage Loan in the related Loan Group purchased by the Depositor pursuant to Sections 2.02, 2.03 or 3.21 during the related Due
Period less all Non-Recoverable Advances relating to interest, (f) all amounts in respect of interest paid by the Depositor pursuant
to Section 10.01 allocated to the related Loan Group, in each case to the extent remitted by the Servicer to the Distribution Account
pursuant to this Agreement, (g) the amount of any Principal Prepayments in full, partial Principal Prepayments, Net Liquidation
Proceeds, Repurchase Proceeds and scheduled principal payments, in that order, allocated to the related Loan Group, included in
Available Funds for such Distribution Date that are applied in connection with any Deferred Interest in accordance with the definition
of Net Deferred Interest to EMC, the Depositor, the Servicer or the Trustee and (h) any amounts deposited in the Adjustable Rate
Supplemental Fund and available for distribution to the Group I Certificates and the Group II Certificates, as applicable, on such
Distribution Date in accordance with Section 4.05, minus (ii) all amounts relating to interest required to be reimbursed pursuant to
Sections 4.01, 4.03, 4.04 and 4.05 and allocated to the related Loan Group or as otherwise set forth in this Agreement.
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 (other than any collections on REO Property treated as a Curtailment pursuant to
Section 3.15(b)) received during the related 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 for the calendar month 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 Stated Principal Balance of such Mortgage Loan immediately prior to such prepayment
and (ii) the amount of interest for the calendar month 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 Stated 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 Stated Principal Balance (or, in the case of a Principal
Prepayment in part, on the amount so prepaid) at the annual interest rate required to be paid by the Mortgagor as limited by
application of the Relief Act.
Interest-Only Certificates: The Class X Certificates.
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.
LIBOR Business Day: Any day other than a Saturday or a Sunday or a day on which banking institutions in the city of London,
England are required or authorized by law to be closed.
LIBOR Determination Date: With respect to each Class of Offered Certificates and the Class II-B-5 Certificates and for the
first Interest Accrual Period, January 29, 2007. With respect to each Class of Offered Certificates and the Class II-B-5 Certificates
and any Interest Accrual Period thereafter, the second LIBOR Business Day preceding the commencement of such Interest Accrual Period.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the 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 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 Servicer in connection with the liquidation of such Mortgage Loan and the related Mortgaged 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 Subsequent Recoveries.
Loan Group: Loan Group I or Loan Group II, 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-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).
Lost Notes: The original Mortgage Notes that have been lost, as indicated on the Mortgage Loan Schedule.
Margin: With respect to any Distribution Date on or prior to the first possible Optional Termination Date for the related
Loan Group and the Class I-A-1, Class I-A-2, Class I-A-3, Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class
I-B-6, Class I-B-7, Class I-B-8, Class I-B-9, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-B-1, Class II-B-2,
Class II-B-3, Class II-B-4 and Class II-B-5 Certificates will be 0.160%, 0.210%, 0.250%, 0.370%, 0.390%, 0.410%, 0.500%, 0.540%,
0.600%, 1.100%, 1.450%, 2.100%, 0.070%, 0.150%, 0.200%, 0.235%, 0.380%, 0.570%, 1.500%, 2.150% and 2.150%, per annum, respectively,
provided that, after the first possible related Optional Termination Date, the related Margin with respect to the Class I-A-1, Class
I-A-2, Class I-A-3, Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8, Class
I-B-9, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and Class
II-B-5 Certificates will be 0.320%, 0.420%, 0.500%, 0.555%, 0.585%, 0.615%, 0.750%, 0.810%, 0.900%, 1.650%, 2.175%, 3.150%, 0.140%,
0.300%, 0.400%, 0.470%, 0.570%, 0.855%, 2.250%, 3.225% and 3.225%, per annum, respectively.
Marker Rate: With respect to the Class I-B-IO Certificates or REMIC III Regular Interest I-B-IO-I and any Distribution
Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC I Pass-Through Rates for REMIC I
Regular Interest LT2 and REMIC I Regular Interest LT3. With respect to the Class II-B-IO Certificates or REMIC III Regular Interest
II-B-IO-I and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC II
Pass-Through Rates for REMIC II Regular Interest LT6 and REMIC II Regular Interest LT7.
Material Defect: The meaning specified in Section 2.02(a).
Maximum Coupon Strip: With respect to Loan Group I, shall be an amount equal to the product of (i) 1.00%, (ii) the
aggregate Stated Principal Balance of the Group I Mortgage Loans with original terms to maturity in excess of 30 years as of the Due
Date occurring in the month prior to such Distribution Date and (iii) one-twelfth.
Maximum Coupon Strip Rate: On any Distribution Date occurring in or after February 2017 and for Loan Group I, the Coupon
Strip Rate modified by replacing the term “Coupon Strip” with the term “Maximum Coupon Strip” wherever it appears in the definition
of “Coupon Strip Rate.”
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 Mortgage Loans 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.
Modified Net Rate Cap: For any Distribution Date and Loan Group I, the related Net Rate Cap modified by replacing the term
“Coupon Strip Rate” with the term “Maximum Coupon Strip Rate” wherever it appears in the definition of “Net Rate Cap” with respect to
Loan Group I.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the
originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Advance: An advance of interest required to be made by the Servicer or the Trustee as successor servicer pursuant
to Section 6.05.
Monthly Payments: For any Mortgage Loan and any month, the minimum 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 any Mortgaged Property acquired through foreclosure or deed in lieu of foreclosure, would otherwise have been payable
under the related Mortgage Note.
Monthly Statement: The statement delivered to the Certificateholders pursuant to Section 6.04.
Moody’s: Xxxxx’x Investors Service, Inc. or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first priority lien on an estate in fee simple or
leasehold interest in real property securing a Mortgage Loan.
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 Trust pursuant to Section 2.01 and held as a part of the
Trust Fund, as identified in the Mortgage Loan Schedule (which shall include, without limitation, with respect to each Mortgage Loan,
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 the Closing Date, between EMC, as
mortgage loan seller, and Structured Asset Mortgage Investments II Inc., as purchaser, and all amendments thereof and supplements
thereto, attached as Exhibit H.
Mortgage Loan Documents: The original Mortgage Loan legal documents held by the Custodian.
Mortgage Loan Schedule: The schedule, attached hereto as Exhibit B with respect to the Mortgage Loans, as amended from time
to time to reflect the repurchase or substitution of Mortgage Loans pursuant to this Agreement or the Mortgage Loan Purchase
Agreement, as the case may be.
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 Deferred Interest: On any Distribution Date, for each Loan Group, Deferred Interest on the related Mortgage Loans
during the related Due Period net of Principal Prepayments in full, partial Principal Prepayments, Net Liquidation Proceeds,
Repurchase Proceeds and scheduled principal payments, in that order, included in Available Funds for such Loan Group and such
Distribution Date and available to be distributed on the Certificates on such Distribution Date. With respect to any Class A
Certificate or Class B Certificate as of any Distribution Date, the Net Deferred Interest will be an amount equal to the product of
(1) the difference, if any, between (a) the lesser of (i) the Pass-Through Rate for such Class without regard to the related Net Rate
Cap on such Distribution Date and (ii) the related Net Rate Cap on such Distribution Date and (b) the Adjusted Rate Cap for such
Distribution Date, (2) the Current Principal Amount of such Certificate immediately prior to such Distribution Date, and (3) the
actual number of days in such Interest Accrual Period divided by 360.
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 in accordance with this Agreement and (ii) unreimbursed advances by the Servicer and
unreimbursed Monthly Advances.
Net Rate: With respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time to time less the Servicing Fee
Rate and the Trustee Fee Rate, expressed as a per annum rate.
Net Rate Cap: For any Distribution Date, (A) with respect to the Group I Offered Certificates (other than the Class X
Certificates), is equal to the weighted average of the Net Rates of the Group I Mortgage Loans less the Coupon Strip Rate, if
applicable, and less the Pass-Through Rate on the Class X Certificates multiplied by a fraction whose numerator is the Class I-X
Notional Amount and whose denominator is the aggregate Stated Principal Balance of the Group I Mortgage Loans immediately prior to
such Distribution Date and (B) with respect to the Group II Offered Certificates and the Class II-B-5 Certificates, is equal to the
weighted average of the Net Rates of the Group II Mortgage Loans, in each case as adjusted to an effective rate reflecting the
accrual of interest on an actual/360 basis.
NIM Issuer: The entity established as the issuer of the NIM Securities.
NIM Securities: Any debt securities issued by the NIM Issuer and secured or otherwise backed by some or all of the
Certificates.
NIM Trustee: The trustee for the NIM Securities.
Non-Offered Certificates: The Class II-B-5, Class I-XP-1, Class I-XP-2, Class I-B-IO, Class II-XP, Class II-B-IO, Class R
and Class R-X Certificates.
Nonrecoverable Advance: Any advance or Monthly Advance (i) which was previously made or is proposed to be made by the
Servicer or the Trustee (as successor Servicer) and (ii) which, in the good faith judgment of the Servicer or the Trustee, will not
or, in the case of a proposed advance or Monthly Advance, would not, be ultimately recoverable by the Servicer or the Trustee (as
successor 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: The Class I-X Notional Amount, the Class I-B-IO Notional Amount or the Class II-B-IO Notional Amount, as
applicable.
Offered Certificates: The Group I Offered Certificates and the Group II Offered 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 Servicer or the Depositor, as applicable, and
delivered to the Trustee, as required by this Agreement.
One-Month LIBOR: With respect to any Interest Accrual Period, the rate determined by the Trustee on the related LIBOR
Determination Date on the basis of the rate for U.S. dollar deposits for one month that appears on Telerate Screen Page 3750 as of
11:00 a.m. (London time) on such LIBOR Determination Date; provided that the parties hereto acknowledge that One-Month LIBOR for the
first Interest Accrual Period shall be the rate determined by the Trustee two Business Days prior to the Closing Date. If such rate
does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered,
such other service for displaying One-Month LIBOR or comparable rates as may be reasonably selected by the Trustee), One-Month LIBOR
for the applicable Interest Accrual Period will be the Reference Bank Rate. If no such quotations can be obtained by the Trustee and
no Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding Interest Accrual Period.
The Trustee’s determination of One-Month LIBOR for each Class of Certificates, if applicable, for any Interest Accrual Period shall,
in the absence of manifest error, be final and binding.
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 Company, the Servicer or the Depositor.
Optional Termination Date: With respect to Loan Group I, the Distribution Date on which the aggregate Stated Principal
Balance of the Group I Mortgage Loans is less than 10% of the Cut-off Date Balance of the Group I Mortgage Loans, and with respect to
Loan Group II, the Distribution Date on which the aggregate Stated Principal Balance of the Group II Mortgage Loans is less than 10%
of the Cut-off Date Balance of the Group II Mortgage Loans.
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.
Overcollateralization Amount: The Group I Overcollateralization Amount or the Group II Overcollateralization Amount, as
applicable.
Overcollateralization Release Amount: The Group I Overcollateralization Release Amount or the Group II Overcollateralization
Release Amount, as applicable.
Overcollateralization Target Amount: The Group I Overcollateralization Target Amount or the Group II Overcollateralization
Target Amount, as applicable.
Pass-Through Rate: As to each Class of Certificates, the rate of interest determined as provided with respect thereto in
Section 5.01(c). The Trustee’s determination of the Pass-Through Rate for each Class of Certificates for any Interest Accrual Period
shall, in the absence of manifest error, be final and binding.
Paying Agent: The Trustee.
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: At any time, any one or more of the following obligations and securities:
(i) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and
credit of the United States;
(ii) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia
receiving the highest long-term debt rating of each Rating Agency, or such lower rating as will not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates by each Rating Agency;
(iii) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of
each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency;
(iv) certificates of deposit, demand or time deposits, or bankers’ acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by
federal and/or state banking authorities (including the Trustee in its commercial banking capacity), provided that the commercial
paper and/or long term unsecured debt obligations of such depository institution or trust company are then rated one of the two
highest long-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will
not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency;
(v) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the
extent that such deposits are fully insured by the FDIC;
(vi) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time
of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then
assigned to the Certificates by any such Rating Agency;
(vii) repurchase obligations with respect to any security described in clauses (i) and (ii) above, in either case entered
into with a depository institution or trust company (acting as principal) described in clause (iv) above;
(viii) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of
the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such investment, have one of the two highest long term ratings of each Rating
Agency (except if the Rating Agency is Moody’s, such rating shall be the highest commercial paper rating of Moody’s for any such
securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates
by any Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;
(ix) interests in any money market fund (including any such fund managed or advised by the Trustee or Master Servicer or any
affiliate thereof) which at the date of acquisition of the interests in such fund and throughout the time such interests are held in
such fund has the highest applicable long term rating by each Rating Agency or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency;
(x) short term investment funds sponsored by any trust company or banking association incorporated under the laws of the
United States or any state thereof (including any such fund managed or advised by the Trustee or any affiliate thereof) which on the
date of acquisition has been rated by each Rating Agency in their respective highest applicable rating category or such lower rating
as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency; and
(xi) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each
Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating
Agency, as evidenced by a signed writing delivered by each Rating Agency;
provided, that no such instrument shall be a Permitted Investment if such instrument (i) evidences the right to receive
interest only payments with respect to the obligations underlying such instrument, (ii) is purchased at a premium or (iii) is
purchased at a deep discount; provided further that no such instrument shall be a Permitted Investment (A) if such instrument
evidences principal and interest payments derived from obligations underlying such instrument and the interest payments with respect
to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations,
or (B) if it may be redeemed at a price below the purchase price (the foregoing clause (B) not to apply to investments in units of
money market funds pursuant to clause (viii) above); provided further that no amount beneficially owned by any 2007-AR1 REMIC may be
invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the
Trustee shall receive an Opinion of Counsel, at the expense of the Trustee, to the effect that such investment will not adversely
affect the status of any such REMIC as a REMIC under the Code or result in imposition of a tax on any such REMIC. Permitted
Investments that are subject to prepayment or call may not be purchased at a price in excess of par.
Permitted Transferee: Any Person 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 Private Certificates.
Plan: The meaning specified in Section 5.07(a).
Prepayment Charges: With respect to any Mortgage Loan, the charges or premiums, if any, due in connection with a Principal
Prepayment of such Mortgage Loan in accordance with the terms thereof.
Prepayment Charge Loan: Any Mortgage Loan for which a Prepayment Charge may be assessed and to which such Prepayment Charge
the related Class XP Certificates are entitled, as indicated on the Mortgage Loan Schedule.
Prepayment Interest Shortfalls: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a
Principal Prepayment during the prior calendar month or that became a Liquidated Mortgage Loan during the related Prepayment Period,
(other than a Principal Prepayment in full resulting from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 3.21 or
10.01), the amount, if any, by which (i) one month’s interest at the applicable Net Rate on the Stated Principal Balance immediately
prior to such prepayment (or liquidation) or in the case of a partial Principal Prepayment on the amount of such prepayment (or
liquidation proceeds) exceeds (ii) the amount of interest paid or collected in connection with such Principal Prepayment or such
Liquidation Proceeds less the sum of (a) any Prepayment Charges and (b) the Servicing Fee.
Prepayment Period: With respect to any Distribution Date and (i) Principal Prepayments in full, the period from the
sixteenth day of the calendar month preceding the calendar month in which such Distribution Date occurs through the close of business
on the fifteenth day of the calendar month in which such Distribution Date occurs and (ii) Liquidation Proceeds, Realized Losses,
Subsequent Recoveries and partial Principal Prepayments, the prior calendar month.
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 therefore through the related Interest Accrual Period for such Class relating
to a Distribution Date.
Prime Rate: The prime rate of U.S. money center banks as published from time to time in The Wall Street Journal.
Principal Distribution Amount: The Group I Principal Distribution Amount or the Group II Principal Distribution Amount, as
applicable.
Principal Funds: With respect to each Loan Group and each Distribution Date, (i) the greater of zero and the sum, without
duplication, of (a) all scheduled principal collected on the Mortgage Loans in the related Loan Group during the related Due Period,
(b) all Monthly Advances relating to principal made on the Mortgage Loans in the related Loan Group on or before the Distribution
Account Deposit Date, (c) Principal Prepayments on the Mortgage Loans in the related Loan Group, exclusive of Prepayment Charges
collected during the related Prepayment Period, (d) the Stated Principal Balance of each Mortgage Loan in the related Loan Group that
was repurchased by the Sponsor pursuant to Section 2.02, 2.03 or 3.21 during the related Due Period, (e) the aggregate of all
Substitution Adjustment Amounts in connection with the substitution of Mortgage Loans in the related Loan Group pursuant to Section
2.04 during the related Due Period, (f) amounts in respect of principal paid by the Depositor pursuant to Section 10.01 allocated to
the related Loan Group, (g) Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries collected during the related
Prepayment Period on the Mortgage Loans in the related Loan Group, to the extent such proceeds relate to principal, in each case to
the extent remitted by the Servicer to the Distribution Account pursuant to this Agreement and (h) the principal portions of the
amounts, if any, transferred from the Final Maturity Reserve Account allocated to Loan Group I on such Distribution Date minus (ii)
(a) all amounts required to be reimbursed pursuant to Sections 4.01, 4.03 and 4.05 or as otherwise set forth in this Agreement and
(b) the amount of any Principal Prepayments in full, partial Principal Prepayments, Net Liquidation Proceeds, Repurchase Proceeds and
payments of Scheduled Principal, in that order, included in Available Funds allocated to the related Loan Group for such Distribution
Date that are applied as Interest Funds in connection with any Deferred Interest in accordance with the definition of Net Deferred
Interest.
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 received at the time a Mortgage
Loan becomes a Liquidated Mortgage Loan.
Private Certificates: The Non-Offered Certificates.
Prospectus: The prospectus, dated December 27, 2006, as supplemented by the prospectus supplement dated January 29, 2007
(as the same may be supplemented from time to time), relating to the offering of the Offered Certificates.
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 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: Xxxxx’x and S&P.
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 Net Liquidation Proceeds with respect to such Mortgage Loan and the related Mortgaged
Property. In addition, to the extent the Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the
Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are applied to reduce the Current
Principal Amount of any Class of Certificates (other than the Class XP, Class X, Class B-IO and Residual Certificates) on any
Distribution Date. As to any Mortgage Loan which has become the subject of a Deficient Valuation, if the principal amount due under
the related Mortgage Note has been reduced, then “Realized Loss” is the difference between the principal balance of such Mortgage
Loan outstanding immediately prior to such Deficient Valuation and the principal balance of such Mortgage Loan as reduced by the
Deficient Valuation.
Record Date: For each Class of Certificates (other than the Class X Certificates) and for any Distribution Date, the close
of business on the Business Day prior to such Distribution Date. For the Class X Certificates and for any Distribution Date, the last
Business Day of the prior calendar month.
Reference Bank: A leading bank selected by the Trustee that is engaged in transactions in Eurodollar deposits in the
international Eurocurrency market.
Reference Bank Rate: With respect to any Interest Accrual Period, the arithmetic mean, rounded upwards, if necessary, to the
nearest whole multiple of 0.03125%, of the offered rates for United States dollar deposits for one month that are quoted by the
Reference Banks as of 11:00 a.m., New York City time, on the related interest determination date to prime banks in the London
interbank market for a period of one month in amounts approximately equal to the aggregate Current Principal Amount of the Offered
Certificates for such Interest Accrual Period, provided that at least two such Reference Banks provide such rate. If fewer than two
offered rates appear, the Reference Bank Rate will be the arithmetic mean, rounded upwards, if necessary, to the nearest whole
multiple of 0.03125%, of the rates quoted by one or more major banks in New York City, selected by the Trustee, as of 11:00 a.m., New
York City time, on such date for loans in U.S. dollars to leading European banks for a period of one month in amounts approximately
equal to the aggregate Current Principal Amount of the Offered 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, as amended, or similar state 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.
Remaining Excess Spread: With respect to any Distribution Date and each Loan Group, the related Excess Spread remaining
after distribution of any related Extra Principal Distribution Amount for such Distribution Date.
REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.
REMIC Administrator: The Trustee; provided that if the REMIC Administrator is found by a court of competent jurisdiction to
no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Servicer shall appoint a successor REMIC
Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.
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 2007-AR1 REMIC to fail to qualify as a REMIC while any regular interest in such 2007-AR1 REMIC is
outstanding, (ii) result in a tax on prohibited transactions with respect to any 2007-AR1 REMIC or (iii) constitute a taxable
contribution to any 2007-AR1 REMIC after the Startup Day.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, 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.
REMIC Regular Interest: Any of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and
REMIC IV Regular Interests.
REMIC I: The segregated pool of assets, with respect to which a REMIC election is made pursuant to this Agreement,
exclusive of any assets held in the Final Maturity Reserve Account, consisting of:
(a) the Group I Mortgage Loans and the related Mortgage Files and collateral securing such Mortgage Loans,
(b) all payments on and collections in respect of the Group I Mortgage Loans due after the Cut-off Date as shall be on
deposit in the Custodial Account or in the Distribution Account (other than amounts representing Prepayment Charges in respect of
Prepayment Charge Loans) and identified as belonging to the Trust Fund,
(c) property that secured a Group I Mortgage Loan and that has been acquired for the benefit of the Certificateholders
by foreclosure or deed in lieu of foreclosure,
(d) the hazard insurance policies and Primary Mortgage Insurance Policy, if any, and
(e) all proceeds of clauses (a) through (d) above.
REMIC I Available Distribution Amount: For any Distribution Date, the Available Funds with respect to Loan Group I.
REMIC I Distribution Amount: On each Distribution Date, the REMIC I Available Distribution Amount, in the following order
of priority, shall be distributed by REMIC I to REMIC III on account of the REMIC I Regular Interests and to the Holders of the Class
R Certificates in respect of Component I thereof:
(i) to REMIC III as the holder of REMIC I Regular Interests, pro rata, in an amount equal to (A) the
Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date reduced, in each case, by
any Net Deferred Interest allocated to such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates;
(ii) to REMIC III as the holder of REMIC I Regular Interests LT1, LT2, LT3 and LT4, in an amount equal
to the remainder of the REMIC I Available Distribution Amount after the distributions made pursuant to clause (i) above,
allocated as follows:
(A) in respect of REMIC I Regular Interests LT2, LT3 and LT4, their respective Principal
Distribution Amounts;
(B) in respect of REMIC I Regular Interest LT1 any remainder until the Uncertificated
Principal Balance thereof is reduced to zero;
(C) any remainder in respect of each of REMIC I Regular Interests (other than REMIC I Regular
Interests LT1 and W), pro rata according to their respective Uncertificated Principal Balances as reduced
by the distributions deemed made pursuant to (A) above, until their respective Uncertificated Principal
Balances are reduced to zero; and
(iii) any remaining amounts to the Holders of the Class R Certificates in respect of Component I thereof.
REMIC I Interest: The REMIC I Regular Interests and Component I of the Class R Certificates.
REMIC I Net Deferred Interest: Net Deferred Interest for Loan Group I for any Distribution Date shall be allocated to REMIC
I Regular Interest LT1 in reduction of the portion of the Uncertificated Accrued Interest thereon distributable on the related
Distribution Date and shall result in an increase in the Uncertificated Principal Balance thereof to the extent of such reduction.
REMIC I Principal Reduction Amounts: For any Distribution Date, the amounts by which the Uncertificated Principal Balances
of the REMIC I Regular Interests will be reduced on such Distribution Date by the allocation of REMIC I Realized Losses and REMIC I
Net Deferred Interest and the distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
Y1 = the Uncertificated Principal Balance of REMIC I Regular Interest LT1 after distributions and the allocation
of REMIC I Net Deferred Interest and REMIC I Realized Losses on the prior Distribution Date.
Y2 = the Uncertificated Principal Balance of REMIC I Regular Interest LT2 after distributions and the allocation
of REMIC I Realized Losses on the prior Distribution Date.
Y3 = the Uncertificated Principal Balance of REMIC I Regular Interest LT3 after distributions and the allocation
of REMIC I Realized Losses on the prior Distribution Date.
Y4 = the Uncertificated Principal Balance of REMIC I Regular Interest LT4 after distributions and the allocation
of REMIC I Realized Losses on the prior Distribution Date (note: Y3 = Y4).
ΔY1 = the REMIC I Regular Interest LT1 Principal Reduction Amount.
ΔY2 = the REMIC I Regular Interest LT2 Principal Reduction Amount.
ΔY3 = the REMIC I Regular Interest LT3 Principal Reduction Amount.
ΔY4 = the REMIC I Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests after distributions and the
allocation of REMIC I Realized Losses and REMIC I Net Deferred Interest on the prior Distribution Date.
P1 = the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests after distributions and the
allocation of REMIC I Realized Losses and REMIC I Net Deferred Interest to be made on such Distribution Date.
ΔP = P0 - P1 = the aggregate of the REMIC I Principal Reduction Amounts.
= the aggregate of the REMIC I Net Deferred Interest and principal portions of REMIC I Realized Losses to be
allocated to, and the principal distributions to be made on, the Group I Certificates on such Distribution Date (including
distributions of accrued and unpaid interest on the Class I-X and Class I-B-IO Certificates for prior Distribution Dates).
R0 = the Modified Net Rate Cap for the Certificates related Loan Group I after giving effect to amounts
distributed and REMIC I Realized Losses and REMIC I Net Deferred Interest allocated on the prior Distribution Date.
R1 = the Modified Net Rate Cap for the Certificates related to Loan Group I after giving effect to amounts to be
distributed and REMIC I Realized Losses and REMIC I Net Deferred Interest to be allocated on such Distribution Date.
α = (Y2 + Y3)/P0. The initial value of α on the Closing Date for use on the first Distribution Date shall be
0.0001.
γ0 = the lesser of (A) the sum for all Classes of Group I Certificates (other than the Class I-B-IO Certificates
and the Class I-X Certificates) of the product for each Class of (i) the monthly interest rate (as limited by the Modified Net Rate
Cap, if applicable) for such Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Current
Principal Amount for such Class after distributions and the allocation of REMIC I Realized Losses and REMIC I Net Deferred Interest
on the prior Distribution Date and (B) R0*P0.
γ1 = the lesser of (A) the sum for all Classes of Group I Certificates (other than the Class I-B-IO Certificates
and the Class I-X Certificates) of the product for each Class of (i) the monthly interest rate (as limited by the Modified Net Rate
Cap, if applicable) for such Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the
aggregate Current Principal Amount for such Class after distributions and the allocation of REMIC I Realized Losses and REMIC I Net
Deferred Interest to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4;
ΔY2 = (α/2){( γ0R1 - γ1R0)/R0R1};
ΔY3 = αΔP - ΔY2; and
ΔY4 = ΔY3.
if both ΔY2 and ΔY3, as so determined, are non-negative numbers. Otherwise:
(1) If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2) If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = α{γ1R0P0 - γ0R1P1}/{2R1R0P1 - γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
REMIC I Realized Losses: For any Distribution Date, Realized Losses on Mortgage Loans in Loan Group I for the related Due
Period shall be allocated to REMIC I Regular Interests LT1, LT2, LT3 and LT4 as follows: The interest portion of such Realized
Losses, if any, shall be allocated to such REMIC I Regular Interests, pro rata according to the amount of interest accrued but unpaid
thereon, in reduction thereof. Any interest portion of such Realized Losses in excess of the amount allocated pursuant to the
preceding sentence shall be treated as a principal portion of Realized Losses not attributable to any specific Mortgage Loan and
allocated pursuant to the succeeding sentences. The principal portion of such Realized Losses shall be allocated to such REMIC I
Regular Interests as follows: (1) first, to REMIC I Regular Interests LT2, LT3 and LT4, pro rata according to their respective REMIC
I Principal Reduction Amounts, provided that such allocation to such REMIC I Regular Interests shall not exceed their respective
REMIC I Principal Reduction Amounts for such Distribution Date, and (2) second, any Realized Losses not allocated to such REMIC I
Regular Interests pursuant to the proviso of clause (1) above shall be allocated to REMIC I Regular Interest LT1.
REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC I set forth in
Section 5.01(c) and issued hereunder and designated as a “regular interest” in REMIC I. Each REMIC I Regular Interest shall accrue
interest at the Uncertificated Pass-Through Rate specified for such REMIC I Regular Interest in Section 5.01(c), and shall be
entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c). The designations for the respective REMIC I Regular Interests are
set forth in Section 5.01(c).
REMIC I Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I
Regular Interest LT1 Principal Reduction Amount for such Distribution Date over the REMIC I Realized Losses and REMIC I Net Deferred
Interest allocated to REMIC I Regular Interest LT1 on such Distribution Date.
REMIC I Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I
Regular Interest LT2 Principal Reduction Amount for such Distribution Date over the REMIC I Realized Losses allocated to REMIC I
Regular Interest LT2 on such Distribution Date.
REMIC I Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I
Regular Interest LT3 Principal Reduction Amount for such Distribution Date over the REMIC I Realized Losses allocated to REMIC I
Regular Interest LT3 on such Distribution Date.
REMIC I Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I
Regular Interest LT4 Principal Reduction Amount for such Distribution Date over the REMIC I Realized Losses allocated to REMIC I
Regular Interest LT4 on such Distribution Date.
REMIC II: The segregated pool of assets, with respect to which a REMIC election is made pursuant to this Agreement,
consisting of:
(a) the Group II Mortgage Loans and the related Mortgage Files and collateral securing such Mortgage Loans,
(b) all payments on and collections in respect of the Group II Mortgage Loans due after the Cut-off Date as shall be on
deposit in the Custodial Account or in the Distribution Account (other than amounts representing Prepayment Charges in respect of
Prepayment Charge Loans) and identified as belonging to the Trust Fund,
(c) property that secured a Group II Mortgage Loan and that has been acquired for the benefit of the Certificateholders
by foreclosure or deed in lieu of foreclosure,
(d) the hazard insurance policies and Primary Mortgage Insurance Policy, if any, and
(e) all proceeds of clauses (a) through (d) above.
REMIC II Available Distribution Amount: For any Distribution Date, the Available Funds with respect to Loan Group II.
REMIC II Distribution Amount: On each Distribution Date, the REMIC II Available Distribution Amount, in the following order
of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests and to the Holders of the
Class R Certificates in respect of Component II thereof:
(i) to REMIC III as the holder of the REMIC II Regular Interests, pro rata, in an amount equal to (A)
the Uncertificated Accrued Interest for each such REMIC II Regular Interest for such Distribution Date reduced, in each
case, by any Net Deferred Interest allocated to such REMIC II Regular Interest for such Distribution Date, plus (B) any
amounts in respect thereof remaining unpaid from previous Distribution Dates;
(ii) to REMIC III as the holder of the REMIC II Regular Interests, in an amount equal to the
remainder of the REMIC II Available Distribution Amount after the distributions made pursuant to clause (i) above, allocated
as follows:
(A) in respect of REMIC II Regular Interests LT6, LT7 and LT8, their respective Principal
Distribution Amounts;
(B) in respect of REMIC II Regular Interest LT5 any remainder until the Uncertificated Principal
Balance thereof is reduced to zero;
(C) any remainder in respect of each of the REMIC II Regular Interests (other than REMIC II Regular
Interest LT5), pro rata according to their respective Uncertificated Principal Balances as reduced by the
distributions deemed made pursuant to (A) above, until their respective Uncertificated Principal Balances
are reduced to zero; and
(iii) any remaining amounts to the Holders of the Class R Certificates in respect of Component
II thereof.
REMIC II Interest: The REMIC II Regular Interests and Component II of the Class R Certificates.
REMIC II Net Deferred Interest: Net Deferred Interest for Loan Group II for any Distribution Date shall be allocated to
REMIC II Regular Interest LT5 in reduction of the portion of the Uncertificated Accrued Interest thereon distributable on the related
Distribution Date and shall result in an increase in the Uncertificated Principal Balance thereof to the extent of such reduction.
REMIC II Principal Reduction Amounts: For any Distribution Date, the amounts by which the Uncertificated Principal Balances
of the REMIC II Regular Interests will be reduced on such Distribution Date by the allocation of REMIC II Realized Losses and REMIC
II Net Deferred Interest and the distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
Y5 = the Uncertificated Principal Balance of REMIC II Regular Interest LT5 after distributions and the
allocation of REMIC II Net Deferred Interest and REMIC II Realized Losses on the prior Distribution Date.
Y6 = the Uncertificated Principal Balance of REMIC II Regular Interest LT6 after distributions and the
allocation of REMIC II Realized Losses on the prior Distribution Date.
Y7 = the Uncertificated Principal Balance of REMIC II Regular Interest LT7 after distributions and the
allocation of REMIC II Realized Losses on the prior Distribution Date.
Y8 = the Uncertificated Principal Balance of REMIC II Regular Interest LT8 after distributions and the
allocation of REMIC II Realized Losses on the prior Distribution Date. (note: Y7 = Y8).
ΔY5 = the REMIC II Regular Interest LT5 Principal Reduction Amount.
ΔY6 = the REMIC II Regular Interest LT6 Principal Reduction Amount.
ΔY7 = the REMIC II Regular Interest LT7 Principal Reduction Amount.
ΔY8 = the REMIC II Regular Interest LT8 Principal Reduction Amount.
Q0 = the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests after distributions and
the allocation of REMIC II Realized Losses and REMIC II Net Deferred Interest on the prior Distribution Date.
Q1 = the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests after distributions and
the allocation of REMIC II Realized Losses and REMIC II Net Deferred Interest to be made on such Distribution Date.
ΔQ = Q0 - Q1 = the aggregate of the REMIC II Principal Reduction Amounts.
= the aggregate of the REMIC II Net Deferred Interest and principal portions of REMIC II Realized Losses to
be allocated to, and the principal distributions to be made on, the Group II Certificates on such Distribution Date (including
distributions of accrued and unpaid interest on the Class II-B-IO Certificates for prior Distribution Dates).
S0 = the weighted average (stated as a monthly rate) of the Net Rates on the Mortgage Loans in Loan Group II
after giving effect to amounts distributed and REMIC II Realized Losses and REMIC II Net Deferred Interest allocated on the prior
Distribution Date.
S1 = the weighted average (stated as a monthly rate) of the Net Rates on the Mortgage Loans in Loan Group II
after giving effect to amounts to be distributed and REMIC II Realized Losses and REMIC II Net Deferred Interest to be allocated on
such Distribution Date.
β = (Y6 + Y7)/Q0. The initial value of ß on the Closing Date for use on the first Distribution Date shall be
0.0001.
Γ0 = the lesser of (A) the sum for all Classes of Group II Certificates (other than the Class II-B-IO
Certificates) of the product for each Class of (i) the monthly interest rate (as limited by the Net Rate Cap for Loan Group II, if
applicable) for such Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Current Principal
Amount for such Class after distributions and the allocation of REMIC II Realized Losses and REMIC II Net Deferred Interest on the
prior Distribution Date and (B) S0*Q0.
Γ1 = the lesser of (A) the sum for all Classes of Group II Certificates (other than the Class II-B-IO
Certificates) of the product for each Class of (i) the monthly interest rate (as limited by the Net Rate Cap for Loan Group II, if
applicable) for such Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate
Current Principal Amount for such Class after distributions and the allocation of REMIC II Realized Losses and REMIC II Net Deferred
Interest to be made on such Distribution Date and (B) S1*Q1.
Then, based on the foregoing definitions:
ΔY5 = ΔQ - ΔY6 - ΔY7 - ΔY8;
ΔY6 = (β/2){(Γ0S1 - Γ1S0)/S0S1};
ΔY7 = βΔQ - ΔY6; and
ΔY8 = ΔY7.
if both ΔY6 and ΔY7, as so determined, are non-negative numbers. Otherwise:
(1) If ΔY6, as so determined, is negative, then
ΔY6 = 0;
ΔY7 = β{Γ1S0Q0 - Γ0S1Q1}/{Γ1S0};
ΔY8 = ΔY7; and
ΔY5 = ΔQ - ΔY6 - ΔY7 - ΔY8.
(2) If ΔY7, as so determined, is negative, then
ΔY7 = 0;
ΔY6 = β{Γ1S0Q0 - Γ0S1Q1}/{2S1S0Q1 - Γ1S0};
ΔY8 = ΔY7; and
ΔY5 = ΔQ - ΔY6 - ΔY7 - ΔY8.
REMIC II Realized Losses: For any Distribution Date, Realized Losses on Mortgage Loans in Loan Group II for the related Due
Period shall be allocated to REMIC II Regular Interests LT5, LT6, LT7 and LT8 as follows: The interest portion of such Realized
Losses, if any, shall be allocated to such REMIC II Regular Interests, pro rata according to the amount of interest accrued but
unpaid thereon, in reduction thereof. Any interest portion of such Realized Losses in excess of the amount allocated pursuant to the
preceding sentence shall be treated as a principal portion of Realized Losses not attributable to any specific Mortgage Loan and
allocated pursuant to the succeeding sentences. The principal portion of such Realized Losses shall be allocated to such REMIC II
Regular Interests as follows: (1) first, to REMIC II Regular Interests LT6, LT7 and LT8, pro rata according to their respective REMIC
II Principal Reduction Amounts, provided that such allocation to such REMIC II Regular Interests shall not exceed their respective
REMIC II Principal Reduction Amounts for such Distribution Date, and (2) second, any Realized Losses not allocated to such REMIC II
Regular Interests pursuant to the proviso of clause (1) above shall be allocated to REMIC II Regular Interest LT5.
REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC II set forth in
Section 5.01(c) and issued hereunder and designated as a “regular interest” in REMIC II. Each REMIC II Regular Interest shall accrue
interest at the Uncertificated Pass-Through Rate specified for such REMIC II Regular Interest in Section 5.01(c), and shall be
entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c). The designations for the respective REMIC II Regular Interests are
set forth in Section 5.01(c).
REMIC II Regular Interest LT5 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT5 Principal Reduction Amount for such Distribution Date over the REMIC II Realized Losses and REMIC II Net
Deferred Interest allocated to REMIC II Regular Interest LT5 on such Distribution Date.
REMIC II Regular Interest LT6 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT6 Principal Reduction Amount for such Distribution Date over the REMIC II Realized Losses allocated to REMIC II
Regular Interest LT6 on such Distribution Date.
REMIC II Regular Interest LT7 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT7 Principal Reduction Amount for such Distribution Date over the REMIC II Realized Losses allocated to REMIC II
Regular Interest LT7 on such Distribution Date.
REMIC II Regular Interest LT8 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT8 Principal Reduction Amount for such Distribution Date over the REMIC II Realized Losses allocated to REMIC II
Regular Interest LT8 on such Distribution Date.
REMIC III: That group of assets contained in the Trust Fund designated as a REMIC consisting of the REMIC I Regular
Interests and the REMIC II Regular Interests and any proceeds thereof.
REMIC III Available Distribution Amount: For any Distribution Date, the amounts deemed distributed with respect to the
REMIC I Regular Interests and the REMIC II Regular Interests pursuant to Section 6.07.
REMIC III Distribution Amount: For any Distribution Date, the REMIC III Available Distribution Amount shall be deemed
distributed by REMIC III to the holders of the Certificates (other than the Class R, Class R-X, Class B-IO and Class XP Certificates)
on account of the REMIC III Regular Interests (other than REMIC III Regular Interests I-B-IO, I-B-IO-P, II-B-IO and II-B-IO-P), to
REMIC IV on account of REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P and to the holders of Class R
Certificates in respect of Component III thereof, as follows: to each REMIC III Regular Interest in respect of Uncertificated
Accrued Interest thereon and the Uncertificated Principal Balance thereof, the amount distributed in respect of interest and
principal on the Class or Classes of Certificates bearing the same designation (with such amounts having the same character as
interest or principal with respect to the REMIC III Regular Interest as they have with respect to such Certificates), except that (1)
no amount paid to any Certificate in respect of any Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amount or, in the case
of the Class I-A Certificates or Class I-B Certificates, in respect of interest accrued at a Pass-Through Rate in excess of the
Modified Net Rate Cap, shall be included in the amount paid in respect of the related REMIC III Regular Interest and (2) any amount
paid in respect of Basis Risk Shortfalls, Basis Risk Shortfall Carryforward Amounts and, in the case of the Class I-A and Class I-B
Certificates, interest accrued at a Pass-Through Rate in excess of the Modified Net Rate Cap, shall be deemed paid with respect to
REMIC III Regular Interest I-B-IO-I or REMIC III Regular Interest II-B-IO-I, as applicable, in respect of accrued and unpaid interest
thereon. Any remaining amount of the REMIC III Available Distribution Amount shall be distributed to the holders of the Class R
Certificates in respect of Component III thereof.
REMIC III Interests: The REMIC III Regular Interests and Component III of the Class R Certificates.
REMIC III Net Deferred Interest: Net Deferred Interest for any Distribution Date shall be allocated to the REMIC III
Regular Interests to the same extent that Net Deferred Interest is allocated to the Class of Certificates bearing the same
designation, except that any Net Deferred Interest allocated to a Class of Class I-A Certificates or Class I-B Certificates in
respect of interest accrued thereon at a Pass-Through Rate in excess of the Modified Net Rate Cap, if applicable, shall instead be
allocated to REMIC III Regular Interest I-B-IO-I.
REMIC III Regular Interest: Any of the separate beneficial ownership interests in REMIC III set forth in Section 5.01(c)
and issued hereunder and designated as a “regular interest” in REMIC III. Each REMIC III Regular Interest (other than REMIC III
Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P) shall accrue interest at the Pass-Through Rate for the Class of
Certificates bearing the same designation specified in Section 5.01(c), modified as provided in the footnotes of the REMIC III table,
if applicable. REMIC III Regular Interest I-B-IO-I shall accrue interest at the Class I-B-IO Pass-Through Rate. REMIC III Regular
Interest II-B-IO-I shall accrue interest at the Class II-B-IO Pass-Through Rate. REMIC III Regular Interests I-B-IO-P and II-B-IO-P
shall accrue no interest. Each REMIC III Regular Interest (other than REMIC III Regular Interests I-B-IO-I and II-B-IO-I) shall be
entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to the Current
Principal Amount of the Class of Certificates bearing the same designation as set forth in Section 5.01(c). The designations for the
respective REMIC III Regular Interests are set forth in Section 5.01(c).
REMIC IV: That group of assets contained in the Trust Fund designated as a REMIC consisting of REMIC III Regular Interests
I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P and any proceeds thereof.
REMIC IV Available Distribution Amount: For any Distribution Date, the amounts deemed distributed with respect to REMIC III
Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P pursuant to Section 6.07.
REMIC IV Distribution Amount: For any Distribution Date, the REMIC IV Available Distribution Amount shall be deemed
distributed by REMIC IV to the holders of the Class I-B-IO Certificates the amounts deemed distributed with respect to REMIC III
Regular Interests I-B-IO-I and I-B-IO-P and to the holders of the Class II-B-IO Certificates the amounts deemed distributed with
respect to REMIC III Regular Interests II-B-IO-I and II-B-IO-X.
XXXXX XX Interests: The REMIC IV Regular Interests and the Class R-X Certificates.
REMIC IV Regular Interests: The separate beneficial ownership interests in REMIC IV set forth in Section 5.01(c) and issued
hereunder and designated as “regular interests” in REMIC IV. The REMIC IV Regular Interests shall accrue interest at the
Uncertificated Pass-Through Rate specified for the REMIC IV Regular Interests in Section 5.01(c). The designations for the REMIC IV
Regular Interests are set forth in Section 5.01(c).
REO Acquisition: The acquisition by the Servicer on behalf of the Trustee for the benefit of the Certificateholders of any
REO Property pursuant to Section 3.15.
REO Disposition: As to any REO Property, a determination by the Servicer that it has received all Insurance Proceeds,
Liquidation Proceeds, REO Proceeds and other payments and recoveries (including proceeds of a final sale) which the Servicer expects
to be finally recoverable from the sale or other disposition of the REO Property.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO Property.
REO Property: A Mortgaged Property acquired in the name of the Trust, 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(a)(iii).
Repurchase Price: With respect to any Mortgage Loan (or any property acquired with respect thereto) required to be
repurchased by the Sponsor pursuant to the Mortgage Loan Purchase Agreement or Article II of this Agreement, an amount equal to the
excess of (i) the sum of (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), (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, and (c) any costs and damages (if any) incurred by the Trust in connection with
any violation of such Mortgage Loan of any predatory or abusive lending laws over (ii) any portion of the Servicing Compensation,
Monthly Advances and advances payable to the purchaser of the Mortgage Loan.
Repurchase Proceeds: The Repurchase Price in connection with any repurchase of a Mortgage Loan by the Sponsor 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.
Reserve Fund: The separate trust account created and maintained by the Trustee pursuant to Section 4.08.
Residual Certificates: The Class R Certificates and the Class R-X Certificates.
Responsible Officer: Any officer assigned to the Corporate Trust Office of the Trustee (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.
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 XxXxxx-Xxxx Companies, Inc., and its successors in interest.
Xxxxxxxx-Xxxxx Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission promulgated thereunder
(including any interpretation thereof by the Commission’s staff).
Xxxxxxxx-Xxxxx Certification: As defined in Section 3.18(a)(iv).
Scheduled Payment: With respect to any Mortgage Loan and any Due Period, the scheduled payment or payments of principal and
interest due during such Due Period on such Mortgage Loan which either is payable by a Mortgagor in such Due Period 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.
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 OR (2) 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
(A “PLAN”) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR BY A PERSON USING “PLAN ASSETS” OF A PLAN, UNLESS THE PROPOSED TRANSFEREE
PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND THE SERVICER AND ON WHICH THEY MAY RELY WHICH IS
SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.
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.
Senior Certificates: The Class A Certificates and the Class X Certificates.
Servicer: As of the Closing Date, EMC and, thereafter, its respective successors in interest that meet the qualifications
of this Agreement.
Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time
to time.
Servicing Fee: As to any Mortgage Loan and a Distribution Date, an amount equal to the product of (i) the Stated Principal
Amount of such Mortgage Loan as of the Due Date in the month preceding the month in which such Distribution Date occurs and (ii) the
Servicing Fee Rate, or, in the event of any payment of interest that accompanies a Principal Prepayment in full during the related
Due Period made by the Mortgagor immediately prior to such prepayment, interest at the related Servicing Fee Rate on the Stated
Principal Amount of such Mortgage Loan for the period covered by such payment of interest.
Servicing Fee Rate: As to any Mortgage Loan, 0.375% per annum.
Servicing Officer: The President or a Vice President or Assistant Vice President or other authorized officer of the
Servicer having direct responsibility for the administration of this Agreement, and any other authorized officer of the Servicer to
whom a matter arising hereunder may be referred.
Sponsor: EMC, as mortgage loan seller under the Mortgage Loan Purchase Agreement.
Startup Day: January 31, 2007.
Stated Principal Balance: With respect to any Mortgage Loan or related REO Property and any Distribution Date, the
Outstanding Principal Balance thereof as of the Cut-off Date (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) plus any amount by which the Principal Balance
thereof has been increased for Deferred Interest pursuant to the terms of the related Mortgage Note on or prior to such Distribution
Date, minus the sum of (i) the principal portion of the Scheduled Payments due with respect to such Mortgage Loan during each Due
Period ending prior to such Distribution Date (and irrespective of any delinquency in their payment), (ii) all Principal Prepayments
with respect to such Mortgage Loan received prior to or during the related Prepayment Period, (iii) all Liquidation Proceeds to the
extent applied by the Servicer as recoveries of principal in accordance with this Agreement with respect to such Mortgage Loan, that
were received by the Servicer as of the close of business on the last day of the calendar month related to such Distribution Date and
(iv) any Realized Losses on such Mortgage Loan incurred prior to or during the preceding calendar month. The Stated Principal Balance
of a Liquidated Mortgage Loan shall equal zero.
Stepdown Date: (a) With respect to Loan Group I, the earlier to occur of (i) the Distribution Date on which the aggregate
Current Principal Amount of the Class I-A Certificates has been reduced to zero and (ii) the later to occur of (x) the Distribution
Date occurring in February 2010 and (y) the first Distribution Date for which the aggregate Current Principal Amount of the
Subordinate Certificates in the Loan Group I plus the related Overcollateralization Amount divided by the aggregate Stated Principal
Balance of the Group I Mortgage Loans is greater than or equal to (i) prior to the Distribution Date in January 2013, 28.750% and
(ii) on or after the Distribution Date in January 2013, 23.000%; or (b) with respect to Loan Group II, the earlier to occur of (i)
the Distribution Date on which the aggregate Current Principal Amount of the Class II-A Certificates has been reduced to zero and
(ii) the later to occur of (x) the Distribution Date occurring in February 2010 and (y) the first Distribution Date for which the
aggregate Current Principal Amount of the Subordinate Certificates in the Loan Group II plus the related Overcollateralization Amount
divided by the aggregate Stated Principal Balance of the Group II Mortgage Loans is greater than or equal (i) prior to the
Distribution Date in January 2013, 25.875% and (ii) on or after the Distribution Date in January 2013, 20.700%.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Servicer
or a Subservicer.
Subordinate Certificates: With respect to Loan Group I, the Class I-B Certificates and with respect to Loan Group II, the
Class II-B Certificates.
Subsequent Recoveries: As of any Distribution Date, amounts received during the related Prepayment Period by the Servicer
(net of any related expenses permitted to be reimbursed pursuant to Section 4.02) or surplus amounts held by the Servicer to cover
estimated expenses (including, but not limited to, recoveries in respect of the representations and warranties made by the Sponsor
pursuant to the Mortgage Loan Purchase Agreement) specifically related to a Liquidated Mortgage Loan or the disposition of an REO
Property prior to the related Prepayment Period that resulted in a Realized Loss, after liquidation or disposition of such Mortgage
Loan.
Subservicer: Any Person that services Mortgage Loans on behalf of the Servicer 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 Servicer under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB.
Substitute Mortgage Loan: A mortgage loan tendered to the Trust pursuant to the Mortgage Loan Purchase Agreement or
Section 2.04, 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, (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 and (ix) has a negative amortization cap of no more than that of the Mortgage Loan for which it is to be substituted.
Substitution Adjustment Amount: The amount, if any, required to be paid by the Sponsor to the Trustee for deposit in the
Distribution Account pursuant to Section 2.04 in connection with the substitution of a Mortgage Loan.
Tax Administration and Tax Matters Person: The Trustee and any successor thereto or assignee thereof shall serve as tax
administrator hereunder and as agent for the Tax Matters Person. The Holder of the largest percentage interest 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.
Termination Purchase Price: The price, calculated as set forth in Section 10.01, to be paid in connection with the
repurchase of the Mortgage Loans pursuant to Section 10.01.
Trigger Event: A Group I Trigger Event or a Group II Trigger Event, as applicable.
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: Xxxxx Fargo Bank, National Association, or its successor in interest, or any successor trustee appointed as herein
provided.
Trustee Fee: As defined in Section 9.05.
Trustee Fee Rate: 0.002% per annum.
Uncertificated Accrued Interest: With respect to any Uncertificated Regular Interest for any Distribution Date, one month’s
interest at the related Uncertificated Pass-Through Rate for such Distribution Date, accrued on the Uncertificated Principal Balance
immediately prior to such Distribution Date. Uncertificated Accrued Interest for the Uncertificated Regular Interests shall accrue on
the basis of a 360-day year consisting of twelve 30-day months except as otherwise indicated in the definition of the applicable
Uncertificated Pass-Through Rate. For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular
Interests and the REMIC II Regular Interests for any Distribution Date, any Prepayment Interest Shortfalls and Relief Act Shortfalls
(to the extent not covered by Compensating Interest Payments) shall be allocated among the REMIC I Regular Interests and the REMIC II
Regular Interests, respectively, pro rata, based on, and to the extent of, Uncertificated Accrued Interest, as calculated without
application of this sentence. For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC III Regular
Interests for any Distribution Date, any Prepayment Interest Shortfalls and Relief Act Shortfalls (to the extent not covered by
Compensating Interest Payments) shall be allocated among the REMIC III Regular Interests to the same extent such amounts are
allocated to the Class of Certificates bearing the same designation.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate, the Uncertificated REMIC II Pass-Through
Rate, the Uncertificated REMIC III Pass-Through Rate or the Uncertificated REMIC IV Pass-Through Rate as applicable. Any monthly
calculation of interest at a stated rate for the REMIC I Regular Interests, the REMIC II Regular Interests, REMIC III Regular
Interest I-B-IO-I, REMIC III Regular Interest II-B-IO-I or the REMIC IV Regular Interests shall be based upon annual interest at such
rate divided by twelve.
Uncertificated Principal Balance: The principal amount of any Uncertificated Regular Interest outstanding as of any date of
determination. The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero.
Uncertificated Regular Interests: The REMIC I Regular Interests, the REMIC II Regular Interests and REMIC III Regular
Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P.
Uncertificated REMIC I Pass-Through Rate: With respect to any Distribution Date and: (i) REMIC I Regular Interests LT1 and
LT2, the weighted average of the Net Rates on the Mortgage Loans in Loan Group I, reduced by the Maximum Coupon Strip Rate, (ii)
REMIC I Regular Interest LT3, zero (0.00%), (iii) REMIC I Regular Interest LT4, twice the weighted average of the Net Rates on the
Mortgage Loans in Loan Group I, reduced by twice the Maximum Coupon Strip Rate, (iv) REMIC I Regular Interest W, the Maximum Coupon
Strip Rate and (v) REMIC I Regular Interest I-X-I, 0.500%.
Uncertificated REMIC II Pass-Through Rate: With respect to any Distribution Date and: (i) REMIC II Regular Interests LT5
and LT6, the weighted average of the Net Rates on the Mortgage Loans in Loan Group II, (ii) REMIC II Regular Interest LT7, zero
(0.00%), and (iii) REMIC II Regular Interest LT8, twice the weighted average of the Net Rates on the Mortgage Loans in Loan Group II.
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 to this 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.
Unpaid Realized Loss Amount: With respect to any Distribution Date and any Class of Class A Certificates and Class B
Certificates, the excess of (i) Applied Realized Loss Amounts allocated to such Class over (ii) the sum of all distributions to such
Class in reduction of such Applied Realized Loss Amounts on all previous Distribution Dates. Any amounts distributed to a Class of
Certificates in respect of any Unpaid Realized Loss Amount will not be applied to reduce the Current Principal Amount of such Class.
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 due and principal received with respect to the
Mortgage Loans after the Cut-off Date but excluding any payments of 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 Custodial Account,
(iii) such assets relating to the Mortgage Loans as from time to time may be held by the Trustee in the Distribution Account and the
Reserve Fund for the benefit of the Offered Certificates, the Class II-B-5 Certificates and the related Class B-IO Certificates, as
applicable, (iv) such assets relating to the Group I Mortgage Loans as from time to time may be held by the Trustee in the Final
Maturity Reserve Account and such assets relating to the Mortgage Loans as from time to time may be held by the Trustee in the
Adjustable Rate Supplemental Fund for the benefit of the Group I Certificates and the Group II Certificates, as applicable, (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 Section 2.03(a),
(viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to any of the
Accounts 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.
(b) In connection with the above transfer and assignment, the Sponsor hereby deposits with the Trustee or the Custodian,
as its agent, with respect to each Mortgage Loan:
(i) the original Mortgage Note, endorsed without recourse (A) to the order of the Trustee or (B) in the case of
a Mortgage Loan registered on the MERS system, in blank, and in each case showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or 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 clause (w) in the proviso below applies, 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 “Xxxxx Fargo Bank, National
Association, 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, Tennessee, South Carolina, Mississippi and Florida, 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, if available, or a copy thereof, or, in the event that such original title insurance policy is
unavailable, a photocopy thereof, or in lieu thereof, a current lien search on the related Mortgaged Property, and
(vii) originals of all modification agreements, if applicable and available.
provided, however, that in lieu of the foregoing, the Depositor may deliver 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 a true copy thereof with a certification by the Depositor, on the face
of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for
recording”; (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; and (y) the Depositor shall not be required to deliver intervening
assignments or Mortgage Note endorsements between the Sponsor 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, as its
agent, a certification to such effect and shall deposit all amounts paid in respect of such Mortgage Loans in the Custodial 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, as its agent, promptly after they are received. The Depositor
shall cause the Sponsor, 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
Sponsor and its successor and assigns; provided, however, that each assignment shall be submitted for recording by the Sponsor in the
manner described above, at no expense to the Trust or the Trustee or the Custodian, as its agent, 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
Sponsor and (iv) the occurrence of a servicing transfer as described in Section 8.02. Notwithstanding the foregoing, if the Sponsor
fails to pay the cost of recording the assignments, such expense will be paid by the Trustee and the Trustee shall be reimbursed for
such expenses by the Trust in accordance with Section 9.05.
Section 2.02. Acceptance of Mortgage Loans by Trustee. (a) The Trustee (on behalf of the Trust) 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 it or the Custodian, as its agent, 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 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 and the Trustee of an Initial
Certification 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 and to execute and deliver, or cause to be executed and delivered, to
the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether
all required documents have been executed and received, and based on the 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 Mortgage Loan Schedule. In performing any such review, the Trustee or the Custodian, as its agent, 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, as its agent, 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 (a “Material Defect”), the Trustee or the
Custodian, as its agent, shall promptly notify the Sponsor. In accordance with the Mortgage Loan Purchase Agreement the Sponsor
shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its
agent, of the defect and if the Sponsor 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 or the Custodian, as its agent,
shall enforce the Sponsor’s obligation pursuant to the Mortgage Loan Purchase Agreement within 90 days from the Trustee’s or the
Custodian’s notification, to purchase such Mortgage Loan at the Repurchase 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)(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), 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 Sponsor 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 Sponsor shall not be required to purchase such Mortgage Loan if the Sponsor
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 Sponsor 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 Sponsor 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 Sponsor 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, as its agent, 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 and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its
agent, 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, as
its agent, finds a Material Defect, the Trustee or the Custodian, as its agent, shall promptly notify the Sponsor (provided, however,
that with respect to those documents described in Sections 2.01(b)(iv), (v) and (vii), the Trustee’s and Custodian’s obligations
shall extend only to the documents actually delivered to the Trustee or the Custodian pursuant to such Sections). In accordance with
the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such 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 Sponsor 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 Sponsor’s obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (if
within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect
would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in 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), any such cure, repurchase or substitution must occur within 90
days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of the Sponsor
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 Sponsor shall not be required to purchase
such Mortgage Loan, if the Sponsor 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 Sponsor 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 Sponsor 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 Sponsor within thirty
days of its receipt of the original recorded document.
(c) In the event that a Mortgage Loan is purchased by the Sponsor in accordance with Sections 2.02(a) or (b) above, the
Sponsor shall remit to the Servicer the Repurchase Price for deposit in the Custodial Account and the Sponsor shall provide to the
Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Custodial
Account, the Depositor shall notify the Trustee and the Custodian, as agent 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 Sponsor 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 Sponsor, as are necessary to vest in the Sponsor title to and rights under the Mortgage Loan. Such purchase
shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Trustee. The
Servicer 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 Servicer, to reflect such repurchase and shall promptly notify the Trustee of such amendment and the Trustee
shall promptly notify the Rating Agencies and the Servicer of such amendment. The obligation of the Sponsor to repurchase any
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 Trust for the benefit of the certificateholders, all of its right,
title and interest in the Mortgage Loan Purchase Agreement. The obligations of the Sponsor 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 Trust 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 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. The Sponsor, 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, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trust; provided,
however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement or Section 2.04, as
applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Sponsor shall pay, in
lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. If the
Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Sponsor to the extent not required by law to be
paid to the borrower. Any such purchase by the Sponsor shall be made by providing an amount equal to the Repurchase Price to the
Servicer for deposit in the Custodial Account and written notification detailing the components of such Repurchase Price. The
Sponsor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release, and the Trustee
shall release, or the Trustee shall cause the Custodian to release, to the Sponsor the related Mortgage File and the Trustee shall
execute and deliver all instruments of transfer or assignment furnished to it by the Sponsor, without recourse, representation or
warranty as are necessary to vest in the Sponsor 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 Repurchase Price in available funds is received by
the Trustee. The Sponsor shall amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Trustee and
the Rating Agencies of such amendment. Enforcement of the obligation of the Sponsor to purchase (or substitute a Substitute Mortgage
Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase 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.
(c) In connection with any repurchase of a Mortgage Loan or the cure of a breach of a representation or warranty
pursuant to this Section 2.03, the Sponsor shall promptly furnish to the Trustee an officer’s certificate, signed by a duly
authorized officer of the Sponsor to the effect that such repurchase or cure has been made in accordance with the terms and
conditions of this Agreement and that all conditions precedent to such repurchase or cure have been satisfied, including the delivery
to the Trustee of the Repurchase Price for deposit into the Distribution Account, together with copies of any Opinion of Counsel
required to be delivered pursuant to this Agreement and the related Request for Release, in which the Trustee may rely. Solely for
purposes of the Trustee providing an Assessment of Compliance, upon receipt of such documentation, the Trustee shall approve such
repurchase or cure and which approval shall consist solely of the Trustee’s receipt of such documentation and deposits.
Section 2.04. Substitution of Mortgage Loans. (a) 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, the Sponsor may, no later than
the date by which such purchase by the Sponsor would otherwise be required, tender to the Trustee (on behalf of the Trust) a
Substitute Mortgage Loan accompanied by a certificate of an authorized officer of the Sponsor that such Substitute Mortgage Loan
conforms to the requirements set forth in the definition of “Substitute Mortgage Loan” in the Mortgage Loan Purchase Agreement or
this Agreement, as applicable; provided, however, that substitution pursuant to the Mortgage Loan Purchase Agreement or this
Section 2.04, 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 the breach would cause the Mortgage Loan to be other than a “qualified mortgage” as defined
in 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),
any such cure or substitution must occur within 90 days from the date the breach was discovered. The Trustee or the Custodian, as
its agent, 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, as its agent, shall notify the Sponsor, in writing, within five Business Days after receipt, whether or not
the documents relating to the Substitute Mortgage Loan satisfy the requirements of the fourth sentence of Section 2.02(a). Within
two Business Days after such notification, the Sponsor 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 Sponsor of the Repurchase Price for the purchase
of a Mortgage Loan by the Sponsor. After such notification to the Sponsor 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 Sponsor. The Scheduled Principal on a Substitute Mortgage Loan due on the Due Date in the month of substitution
shall be the property of the Sponsor 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 Trustee or
the Custodian as agent of the Trustee, as applicable, of a Request for Release for such Mortgage Loan), the Trustee or the Custodian,
as agent for the Trustee, shall release to the Sponsor the Mortgage File related to any Mortgage Loan released pursuant to the
Mortgage Loan Purchase Agreement or this Section 2.04, 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 Sponsor title to
and rights under any Mortgage Loan released pursuant to the Mortgage Loan Purchase Agreement or this Section 2.04, as applicable.
The Sponsor shall deliver the documents related to the Substitute Mortgage Loan in accordance with the provisions of the Mortgage
Loan Purchase Agreement or Sections 2.01(b) and 2.02(b), 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 such Sections. The representations and warranties set
forth in the Mortgage Loan Purchase Agreement shall be deemed to have been made by the Sponsor with respect to each Substitute
Mortgage Loan as of the date of acceptance of such Mortgage Loan by the Trustee (on behalf of the Trust). The Sponsor shall amend
the Mortgage Loan Schedule to reflect such substitution and shall provide a copy of such amended Mortgage Loan Schedule to the
Trustee, who shall then deliver such amended Mortgage Loan Schedule to the Rating Agencies.
(b) In connection with any substitution of a Mortgage Loan or the cure of a breach of a representation or warranty
pursuant to this Section 2.04, the Sponsor shall promptly furnish to the Trustee an officer’s certificate, signed by a duly
authorized officer of the Sponsor to the effect that such substitution or cure has been made in accordance with the terms and
conditions of this Agreement and that all conditions precedent to such substitution or cure have been satisfied, including the
delivery to the Trustee of the Substitution Adjustment Amount, as applicable, for deposit into the Distribution Account, together
with copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related Request for Release, in
which the Trustee may rely. Solely for purposes of the Trustee providing an Assessment of Compliance, upon receipt of such
documentation, the Trustee shall approve such substitution or cure, as applicable, and which approval shall consist solely of the
Trustee’s receipt of such documentation and deposits.
Section 2.05. Issuance of Certificates.
(a) The Trustee acknowledges the assignment to it (on behalf of the Trust) of the Mortgage Loans and the other assets
comprising the Trust Fund and, concurrently therewith, 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 agrees that it will hold the Mortgage Loans and such other assets as may from time to time be delivered to it
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 REMIC I
Regular Interests and REMIC II Regular Interests and the other assets of REMIC III for the benefit of the holders of the REMIC III
Interests, REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P and the other assets of REMIC IV for the benefit
of the holders of the REMIC IV Interests. The Trustee acknowledges receipt of such Uncertificated Regular Interests and such other
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 III
Interests and REMIC IV Interests, as applicable.
Section 2.06. Representations and Warranties Concerning the Depositor. The Depositor hereby represents and warrants to
the Servicer and the Trustee as follows:
(a) 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;
(b) 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;
(c) 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;
(d) 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;
(e) 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);
(f) 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;
(g) immediately prior to the transfer and assignment to the Trust, each Mortgage Note and each Mortgage were not subject
to an assignment or pledge, and the Depositor had good and marketable title to, 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; and
(h) the Depositor has filed all reports required to be filed by Section 13 or Section 15(d) of the Exchange Act during
the preceding twelve (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 ninety (90) days.
Section 2.07. Representations and Warranties of the Company and Sponsor.
(a) The Company hereby represents and warrants to the Trustee and the Depositor as follows, as of the Closing Date:
(i) it is duly organized and is validly existing and in good standing under the laws of the State of Delaware
and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by it in any
state in which a Mortgaged Property related to an EMC Mortgage Loan is located or is otherwise not required under applicable law to
effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary
to ensure its ability to enforce each EMC Mortgage Loan, to service the EMC Mortgage Loans in accordance with the terms of this
Agreement and to perform any of its other obligations under this Agreement and any other Transaction Documents to which it is a party
in accordance with the terms hereof;
(ii) it has the full corporate power and authority to service each EMC Mortgage Loan, and to execute, deliver
and perform, and to enter into and consummate the transactions contemplated by this Agreement and any other Transaction Documents to
which it is a party and has duly authorized by all necessary corporate action on its part the execution, delivery and performance of
this Agreement and any other Transaction Documents to which it is a party; and this Agreement and any other Transaction Documents to
which it is a party, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes its
legal, valid and binding obligation, enforceable against it in accordance with its terms, except that (a) the enforceability hereof
may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and
(b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought;
(iii) the execution and delivery of this Agreement and any other Transaction Documents to which it is a party by
it, the servicing of the EMC Mortgage Loans by it under this Agreement, the consummation of any other of the transactions
contemplated by this Agreement and any other Transaction Documents to which it is a party, and the fulfillment of or compliance with
the terms hereof are in its ordinary course of business and will not (A) result in a breach of any term or provision of its charter
or by-laws or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any
other material agreement or instrument to which it is a party or by which it may be bound, or (C) constitute a violation of any
statute, order or regulation applicable to it of any court, regulatory body, administrative agency or governmental body having
jurisdiction over it; and it is not in breach or violation of any material indenture or other material agreement or instrument, or in
violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair its ability to perform or meet any of its obligations under this
Agreement and any other Transaction Documents to which it is a party;
(iv) it is an approved company of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act;
(v) no litigation is pending or, to the best of its knowledge, threatened, against it that would materially and
adversely affect the execution, delivery or enforceability of this Agreement and any other Transaction Documents to which it is a
party or its ability to service the EMC Mortgage Loans or to perform any of its other obligations under this Agreement and any other
Transaction Documents to which it is a party in accordance with the terms hereof; and
(vi) no consent, approval, authorization or order of any court or governmental agency or body is required for
its execution, delivery and performance of, or compliance with, this Agreement and any other Transaction Documents to which it is a
party or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is
required, it has obtained the same;
(b) The Sponsor hereby represents and warrants to the Depositor and the Trustee as follows, as of the Closing Date:
(i) the Sponsor is duly organized as a Delaware corporation and is validly existing and in good standing under
the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this
Agreement and any other Transaction Documents to which it is a party to be conducted by the Sponsor in any state in which a Mortgaged
Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in
compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage
Loan, to sell the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under
this Agreement and any other Transaction Documents to which it is a party in accordance with the terms hereof or thereof;
(ii) the Sponsor has the full corporate power and authority to sell each Mortgage Loan, and to execute, deliver
and perform, and to enter into and consummate the transactions contemplated by this Agreement and any other Transaction Documents to
which it is a party and has duly authorized by all necessary corporate action on the part of the Sponsor the execution, delivery and
performance of this Agreement and any other Transaction Documents to which it is a party; and this Agreement and any other
Transaction Documents to which it is a party, assuming the due authorization, execution and delivery hereof by the other parties
hereto or thereto, as applicable, constitutes a legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor
in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought;
(iii) the execution and delivery of this Agreement and any other Transaction Documents to which it is a party by
the Sponsor, the sale of the Mortgage Loans by the Sponsor under the Mortgage Loan Purchase Agreement, the consummation of any other
of the transactions contemplated by this Agreement and any other Transaction Documents to which it is a party, and the fulfillment of
or compliance with the terms hereof and thereof are in the ordinary course of business of the Sponsor and will not (A) result in a
breach of any term or provision of the charter or by-laws of the Sponsor or (B) conflict with, result in a breach, violation or
acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Sponsor is a
party or by which it may be bound, or (C) constitute a violation of any statute, order or regulation applicable to the Sponsor of any
court, regulatory body, administrative agency or governmental body having jurisdiction over the Sponsor; and the Sponsor is not in
breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or
regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Sponsor’s ability to perform or meet any of its obligations under this Agreement and any other
Transaction Documents to which it is a party;
(iv) the Sponsor is an approved seller of conventional mortgage loans for Xxxxxx Mae or Xxxxxxx Mac and is a
mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act;
(v) no litigation is pending or, to the best of the Sponsor’s knowledge, threatened, against the Sponsor that
would materially and adversely affect the execution, delivery or enforceability of this Agreement and any other Transaction Documents
to which it is a party or the ability of the Sponsor to sell the Mortgage Loans or to perform any of its other obligations under this
Agreement and any other Transaction Documents to which it is a party in accordance with the terms hereof or thereof;
(vi) no consent, approval, authorization or order of any court or governmental agency or body is required for
the execution, delivery and performance by the Sponsor of, or compliance by the Sponsor with, this Agreement and any other
Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby, or if any such
consent, approval, authorization or order is required, the Sponsor has obtained the same; and
(vii) as of the Closing Date, the representations and warranties concerning the Mortgage Loans set forth in the
Mortgage Loan Purchase Agreement are true and correct in all material respects.
Section 2.08. 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 Trustee shall not cause the Trust to engage in any
activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any
Certificate is outstanding, and this Section 2.08 may not be amended, without the consent of the Certificateholders evidencing 51% or
more of the aggregate voting rights of the Certificates.
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01. Servicer to Act as Servicer. The Servicer shall service and administer the Mortgage Loans in accordance
with this Agreement and with Accepted Servicing Practices and shall have full power and authority, acting alone, to do or cause to be
done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and
consistent with the terms of this Agreement and with Accepted Servicing Practices and shall exercise the same care that it
customarily employs for its own account. In addition, the Servicer shall furnish information regarding the borrower credit files
related to such Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the
applicable implementing regulations. Except as set forth in this Agreement, the Servicer shall service the Mortgage Loans in
accordance with Accepted Servicing Practices in compliance with the servicing provisions of the Xxxxxx Xxx Guide, which include, but
are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of
taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond
and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance
Policies, insurance claims, and title insurance, management of REO Property, permitted withdrawals with respect to REO Property,
liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the
release of Mortgage Loan Documents, annual statements, and examination of records and facilities. In the event of any conflict,
inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the
Xxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Depositor and the Servicer.
In instances in which a Mortgage Loan is in default or if default is reasonably foreseeable, the Servicer may engage, either
directly or through Subservicers, in a wide variety of loss mitigation practices including waivers, modifications, payment
forbearances, partial forgiveness, entering into repayment schedule arrangements, and capitalization of arrearages rather than
proceeding with foreclosure or repossession, if applicable. In making that determination, the estimated Realized Loss that might
result if the loan were liquidated would be taken into account. In addition, if the Mortgage Loan is not in default or if default is
not reasonably foreseeable, the Servicer may modify the Mortgage Loan only to the extent set forth herein; provided that, such
modification will not result in the imposition of taxes on any REMIC or otherwise adversely affect the REMIC status of the trust. Any
modified Mortgage Loan may remain in the Trust, and the reduction in collections resulting from a modification may result in reduced
distributions of interest or principal on, or may extend the final maturity of, one or more Classes of Certificates.
The Servicer shall provide to each Mortgagor of a Mortgage Loan all payment options listed in the related Mortgage Note that
are available to such Mortgagor with respect to such payment, notwithstanding any provision in the related Mortgage Note that
explicitly states or implies that providing such options is optional for the servicer of such Mortgage Loan or the owner or holder of
the related Mortgage Note.
Notwithstanding the foregoing, the Servicer shall not permit any modification with respect to any Mortgage Loan that would
both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary
or final regulations promulgated thereunder (other than in connection with a proposed conveyance or assumption of such Mortgage Loan
that is treated as a Principal Prepayment in Full) and cause any REMIC formed under this Agreement to fail to qualify as a REMIC
under the Code. Upon request, the Trustee shall furnish the Servicer with any powers of attorney, in substantially the form attached
hereto as Exhibit I, and other documents in form as provided to it necessary or appropriate to enable the Servicer to service and
administer the related Mortgage Loans and REO Property.
The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the related
Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and
examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the
office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee 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
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 actual costs.
The Trustee shall execute and deliver to the Servicer any court pleadings, requests for trustee’s sale or other documents
prepared by the Servicer as 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.
The Servicer shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally, (ii) the enforcement
thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii)
the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard
and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the
reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Servicer is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Depositor by the Distribution Account
Deposit Date.
Section 3.02. REMIC-Related Covenants. For as long as each 2007-AR1 REMIC shall exist, the Trustee shall act in
accordance herewith to assure continuing treatment of such 2007-AR1 REMIC as a REMIC, and the Trustee shall comply with any
directions of the Depositor or the 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 unless such sale is as a
result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC Opinion addressed to the
Trustee prepared at the expense of the Trust Fund; and (b) other than with respect to a substitution pursuant to the Mortgage Loan
Purchase Agreement or Section 2.04, as applicable, accept any contribution to any 2007-AR1 REMIC after the Startup Day without
receipt of a REMIC Opinion addressed to the Trustee.
Section 3.03. Monitoring of Subservicers. (a) The Servicer shall perform all of its servicing responsibilities hereunder
or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of a subservicer
shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts
and omissions of each subservicer as fully as if such acts and omissions were those of the Servicer. Any such subservicer must be a
Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac seller/servicer in good standing and no event shall have 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 Xxxxxx Xxx or for seller/servicers by Xxxxxxx Mac, or which would require notification to Xxxxxx Xxx or Xxxxxxx Mac. The
Servicer shall pay all fees and expenses of each subservicer from its own funds, and a subservicer’s fee shall not exceed the
Servicing Fee.
(b) At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer
shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be
performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the related Mortgage
Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section
7.07, 8.01 or 10.01, and if requested to do so by the Depositor, the Servicer shall at its own cost and expense terminate the rights
and responsibilities of each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees,
expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer’s own
funds without reimbursement from the Depositor.
(c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer
and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Servicer shall not be relieved of
its obligations to the Depositor and shall be obligated to the same extent and under the same terms and conditions as if it alone
were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer
for indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify
such indemnification.
(d) Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a
subservicer shall be deemed to be between such subservicer and Servicer alone, and the Depositor shall have no obligations, duties or
liabilities with respect to such Subservicer including no obligation, duty or liability of Depositor to pay such subservicer’s fees
and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to
have received a payment on a Mortgage Loan when a subservicer has received such payment.
Section 3.04. Fidelity Bond. The 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 the Servicer’s behalf, and covering errors and omissions in the performance of the 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
servicers.
Section 3.05. Power to Act; Procedures. The Servicer shall 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 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, as applicable; provided, however, that the Servicer shall not (and consistent with its responsibilities under 3.03,
shall not permit any subservicer to) knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any
action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if
taken or not taken, as the case may be, would cause any 2007-AR1 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 Servicer has received an Opinion of
Counsel (but not at the expense of the Servicer) to the effect that the contemplated action would not cause any 2007-AR1 REMIC to
fail to qualify as a REMIC or result in the imposition of a tax upon any 2007-AR1 REMIC. The Trustee shall furnish the Servicer,
with any powers of attorney empowering 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 this Agreement, and the Trustee shall
execute and deliver such other documents, as the Servicer may request, to enable the Servicer to service and administer the Mortgage
Loans and carry out its duties hereunder, in each case in accordance with Accepted Servicing Practices (and the Trustee shall have no
liability for misuse of any such powers of attorney by the Servicer). If the 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
Servicer shall join with the Trustee in the appointment of a co-trustee pursuant to Section 9.11. In the performance of its duties
hereunder, the Servicer shall be an independent contractor and shall not, except in those instances where it is taking action in the
name of the Trustee, be deemed to be the agent of the Trustee.
Section 3.06. Due-on-Sale Clauses; Assumption Agreements.
(a) When any Mortgaged Property is conveyed by a Mortgagor, the Servicer or subservicer, to the extent it has knowledge
of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under
applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Primary Mortgage Insurance Policy. Notwithstanding the foregoing, the Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be
conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the
mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to
such transfer. In the event that the Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under
any Primary Mortgage Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the
Servicer is authorized, subject to Section 3.06(b), to take or enter into an assumption and modification agreement from or with the
person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage
Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall
continue to be covered (if so covered before the Servicer enters such agreement) by the applicable Primary Mortgage Insurance
Policy. The Servicer, subject to Section 3.06(b), is also authorized with the prior approval of the insurers under any Primary
Mortgage Insurance Policy to enter into a substitution of liability agreement with such Person, pursuant to which the original
Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note.
Notwithstanding the foregoing, the Servicer shall not be deemed to be in default under this Section by reason of any transfer or
assumption which the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.
(b) Subject to the Servicer’s duty to enforce any due-on-sale clause to the extent set forth in Section 3.06(a), in any
case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or
modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Servicer is
authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the
assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement
to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such
Person; provided, however, that in connection with any such assumption, no material term of the Mortgage Note may be changed. Upon
receipt of appropriate instructions from the Servicer in accordance with the foregoing, the Trustee shall execute any necessary
instruments for such assumption or substitution of liability delivered to it by the Servicer and as directed in writing by the
Servicer. Upon the closing of the transactions contemplated by such documents, the Servicer shall cause the originals or true and
correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage
to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by
the Servicer or such related subservicer for entering into an assumption or substitution of liability agreement will be retained by
the Servicer or such subservicer as additional servicing compensation.
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, (or if the Servicer does not, the Trustee may), promptly
furnish to the Custodian, on behalf of the Trustee, two copies of a certification substantially in the form of Exhibit D 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 Custodial Account maintained by the Servicer pursuant to Section 4.01 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 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 Custodial Account.
In the event the Servicer satisfies or releases a Mortgage without having obtained payment in full of the indebtedness
secured by the Mortgage or should it otherwise prejudice any right the Certificateholders or the Depositor may have under the
Mortgage Loan Documents, the Servicer, upon written demand by the Depositor or the Trustee, shall remit within one Business Day the
then outstanding principal balance of the related Mortgage Loan by deposit thereof in the Custodial Account.
(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, the Trustee shall
execute such documents as shall be prepared and furnished to the Trustee by the Servicer (in a 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, 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. Such trust receipt shall obligate the Servicer to return the Mortgage File to the Custodian on behalf of the Trustee,
when the need therefor by the 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 or to the Servicer.
Section 3.08. Documents, Records and Funds in Possession of Servicer To Be Held for Trustee.
(a) The Servicer shall transmit to the Trustee or Custodian such documents and instruments coming into the possession of
the Servicer from time to time as are required by the terms hereof, to be delivered to the Trustee or Custodian. Any funds received
by the Servicer in respect of any Mortgage Loan or which otherwise are collected 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
Servicer’s right to retain or withdraw from the Custodial Account the Servicing Fee and other amounts as provided in this Agreement.
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 Servicer designated by it. In
fulfilling such a request the 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 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 Servicer for and on behalf of the Trustee and the Certificateholders and shall be and remain the sole and exclusive
property of the Trust; provided, however, that the Servicer shall be entitled to setoff against, and deduct from, any such funds any
amounts that are properly due and payable to the Servicer under this Agreement.
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies.
(a) The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as
is customary in the area where the Mortgaged Property is located in an amount which is equal to the lesser of (i) the maximum
insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of the
Mortgage Loan, and (b) the percentage such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
Mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area identified in the Federal Register by the Federal
Emergency Management Agency as being a special flood hazard area that has federally-mandated flood insurance requirements, the
Servicer will cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of
(i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the improvements securing such
Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as
amended. The Servicer shall also maintain on the REO Property, fire and hazard insurance with extended coverage in an amount which
is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to
the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount as
provided above. It is understood and agreed that no other additional insurance need be required by the Servicer or the Mortgagor or
maintained on property acquired in respect of the Mortgage Loans, other than pursuant to the Xxxxxx Xxx Guide or such applicable
state or federal laws and regulations as shall at any time be in force and as shall require such additional insurance. All such
policies shall be endorsed with standard mortgagee clauses with loss payable to the Servicer and its successors and/or assigns and
shall provide for at least thirty days prior written notice of any cancellation, reduction in the amount or material change in
coverage to the Servicer. The Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting an insurance carrier
or agent, provided, however, that the Servicer shall not accept any such insurance policies from insurance companies unless such
companies currently reflect a General Policy Rating in Best’s Key Rating Guide currently acceptable to Xxxxxx Mae and are licensed to
do business in the state wherein the property subject to the policy is located.
(b) If the Servicer shall obtain and maintain a blanket hazard insurance policy with extended coverage insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the
first sentence of Section 3.09(a), it being understood and agreed that such policy may contain a deductible clause, in which case the
Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property a policy complying with the
first sentence of Section 3.09(a) and there shall have been a loss which would have been covered by such policy, deposit in the
Custodial Account the amount not otherwise payable under the blanket policy because of such deductible clause.
(c) Pursuant to Section 4.01, any amounts collected 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) shall be deposited into the Custodial
Account, subject to withdrawal pursuant to Section 4.02. Any cost incurred by 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 Servicer pursuant to Section 4.02.
Section 3.10. Presentment of Claims and Collection of Proceeds. The Servicer shall 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 Servicer in respect of such policies, bonds or contracts shall be promptly deposited in the Custodial
Account upon receipt, except that any amounts realized that are to be applied to the repair or restoration of the related Mortgaged
Property as a condition precedent to the presentation of claims on the related Mortgage Loan to the insurer under any applicable
Insurance Policy need not be so deposited (or remitted).
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies.
(a) The Servicer shall not take, or permit any subservicer 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 Servicer or such subservicer, would
have been covered thereunder. The Servicer shall cause to be kept 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. The Servicer shall not, and shall not permit any subservicer 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. Any such primary mortgage insurance policies
shall be issued by a Qualified Insurer.
(b) The Servicer agrees to present, or to cause each subservicer 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, any amounts collected by the Servicer under any Primary Mortgage Insurance Policies shall be deposited in
the Custodial Account, subject to withdrawal pursuant to Section 4.02.
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents.
The Trustee (or the Custodian, as directed by the Trustee), shall retain possession and custody of the originals (to the
extent available) of any Primary Mortgage Insurance Policies, or certificate of insurance if applicable, and any certificates of
renewal as to the foregoing as may be issued from time to time as contemplated by this Agreement. Until all amounts distributable in
respect of the Certificates have been distributed in full and the Servicer otherwise has fulfilled its obligations under this
Agreement, the Trustee (or the Custodian, as directed by the Trustee) shall also retain possession and custody of each Mortgage File
in accordance with and subject to the terms and conditions of this Agreement. The Servicer shall promptly deliver or cause to be
delivered to the Trustee (or the Custodian, as directed by the Trustee), upon the execution or receipt thereof the originals of any
Primary Mortgage Insurance Policies, any certificates of renewal, and such other documents or instruments that constitute portions of
the Mortgage File that come into the possession of the Servicer from time to time.
Section 3.13. Realization Upon Defaulted Mortgage Loans. The Servicer shall use its reasonable efforts, consistent with
the procedures that the Servicer would use in servicing loans for its own account and the requirements of the Xxxxxx Xxx Guide, to
foreclose upon 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 pursuant to
Section 4.01. In determining the delinquency status of any Mortgage Loan, the Servicer will use Delinquency Recognition Policies as
described to and approved by the Depositor, and shall revise these policies as requested by the Depositor from time to time. The
Servicer shall use its reasonable efforts to realize upon defaulted Mortgage Loans in such manner as will maximize the receipt of
principal and interest by the Depositor, taking into account, among other things, the timing of foreclosure proceedings. The
foregoing is subject to the provisions that, in any case in which Mortgaged Property shall have suffered damage, the Servicer shall
not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion (i) that
such restoration will increase the proceeds of liquidation of the related Mortgage Loan to the Depositor after reimbursement to
itself for such expenses, and (ii) that such expenses will be recoverable by the Servicer through Insurance Proceeds or Liquidation
Proceeds from the related Mortgaged Property, as contemplated in Section 4.02. The Servicer shall be responsible for all costs and
expenses incurred by it in any such proceedings or functions as advances; provided, however, that it shall be entitled to
reimbursement therefor as provided in Section 4.02. Notwithstanding anything to the contrary contained herein, in connection with a
foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to believe that a
Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Trustee otherwise requests an environmental
inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector. Upon
completion of the inspection, the Servicer shall promptly provide the Depositor and the Trustee with a written report of the
environmental inspection.
Section 3.14. Compensation for the Servicer. The Servicer will be entitled to the Servicing Fee and all income and gain
realized from any investment of funds in the Custodial Account, pursuant to Article IV, for the performance of its activities
hereunder. Servicing compensation in the form of assumption fees, if any, late payment charges, as collected, if any, or otherwise
(but not including any Prepayment Charges) shall be retained by the Servicer and shall not be deposited in the Custodial Account.
The Servicer will be entitled to retain, as additional compensation, any interest incurred in connection with a Principal Prepayment
in full or otherwise in excess of amounts required to be remitted to the Distribution Account (such amounts together with the amounts
specified in the first sentence of this Section 3.14, the “Servicing Compensation”) and any Excess Liquidation Proceeds. The 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 Servicer
shall ensure that the title to such REO Property references this Agreement and the Trustee’s capacity hereunder (and not in its
individual capacity). The Servicer, however, shall not be required to expend its own funds or incur other reimbursable charges in
connection with any foreclosure, or attempted foreclosure which is not completed, or towards the restoration of any property unless
it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan to the
Certificateholders of one or more Classes after reimbursement to itself for such expenses or charges and (ii) that such expenses or
charges will be recoverable to it through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to Section 4.02, whether or not such expenses and charges
are actually recoverable from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of such a
determination by the Servicer pursuant to this Section 3.15(a), the Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 4.02. If the Servicer has knowledge that a Mortgaged Property which the Servicer is contemplating acquiring in
foreclosure or by deed in lieu of foreclosure is located within a one (1) mile radius of any site listed in the Expenditure Plan for
the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Servicer,
the Servicer will, prior to acquiring the Mortgaged Property, consider such risks and only take action in accordance with its
established environmental review procedures.
The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate each
REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and
in the same manner that similar property in the same locality as the REO Property is managed, including in accordance with the REMIC
Provisions and in a manner that does not result in a tax on “net income from foreclosure property” (unless such result would maximize
the Trust Fund’s after-tax return on such property) or cause such REO Property to fail to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code. Each disposition of REO Property shall be carried out by the Servicer at such price
and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. The Servicer shall
deposit all funds collected and received in connection with the operation of any REO Property in the Custodial Account pursuant to
Section 4.01.
Upon the occurrence of a Cash Liquidation or REO Disposition, following the deposit in the Custodial Account of all
Insurance Proceeds, Liquidation Proceeds and other payments and recoveries referred to in the definition of “Cash Liquidation” or
“REO Disposition,” as applicable, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by the Servicer, in each case without recourse, as shall be
necessary to vest in the Servicer or its designee, as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund.
(b) If title to any Mortgaged Property is acquired by the Trust Fund as an REO Property by foreclosure or by deed in
lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of
Certificateholders. Notwithstanding any such acquisition of title and cancellation of the related Mortgage Loan, such REO Property
shall (except as otherwise expressly provided herein) be considered to be an Outstanding Mortgage Loan held in the Trust Fund until
such time as the REO Property shall be sold. Consistent with the foregoing for purposes of all calculations hereunder so long as
such REO Property shall be considered to be an Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have been discharged, such Mortgage Note and the related amortization
schedule in effect at the time of any such acquisition of title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period) remain in
effect. To the extent the net income received during any calendar month is in excess of the amount attributable to amortizing
principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for such calendar month, such excess shall
be considered to be a Curtailment of the related Mortgage Loan.
(c) If the Trust Fund acquires any REO Property as aforesaid or otherwise in connection with a default or imminent
default on a Mortgage Loan, the Servicer on behalf of the Trust Fund shall dispose of such REO Property within three full years after
the taxable year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or such shorter period as may
be necessary under applicable state (including any state in which such property is located) law to maintain the status of any portion
of the applicable REMIC as a REMIC under applicable state law and avoid taxes resulting from such property failing to be foreclosure
property under applicable state law) or, at the expense of the Trust Fund, request, more than 60 days before the day on which such
grace period would otherwise expire, an extension of such grace period unless the Servicer obtains for the Trustee an Opinion of
Counsel, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent
to such period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or
cause the applicable REMIC to fail to qualify as a REMIC (for federal (or any applicable State or local) income tax purposes) at any
time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such REO Property (subject to any
conditions contained in such Opinion of Counsel). The Servicer shall be entitled to be reimbursed from the Custodial Account for any
costs incurred in obtaining such Opinion of Counsel, as provided in Section 4.02. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or
on behalf of the Trust Fund 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 the Trust Fund to the imposition of any
federal income taxes on the income earned from such REO Property, including any taxes imposed by reason of Section 860G(c) of the
Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.
Section 3.16. Annual Statement as to Compliance; Annual Certification.
(a) The Servicer and the Trustee shall deliver to the Depositor, not later than March 15 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 has been made under
such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, each such party has fulfilled all
of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any
such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure
provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that
the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the
Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or
Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer.
(b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 2008, the Servicer shall
execute and deliver an Officer’s Certificate (an “Annual Certification”) to the Depositor for the benefit of the Depositor and the
Depositor’s Affiliates and the officers, directors and agents of the Depositor and the Depositor’s Affiliates, in the form attached
hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans
to a Subservicer or Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to
each Subservicer as and when required with respect to the Servicer.
(c) Failure of the Servicer to comply with this Section 3.16 (including with respect to the timeframes required in this
Section) shall be deemed an Event of Default, and the Trustee, at the 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 the rights and obligations of the Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. 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 Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor
may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including
injunctive relief and specific performance, upon notice immediately terminate all 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 supercede any other provision in this Agreement or any other agreement to the contrary.
Section 3.17. Assessments of Compliance and Attestation Reports. The Servicer shall service and administer the Mortgage
Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange
Act and Item 1122 of Regulation AB, the Servicer, the Trustee and the Custodian (each, an “Attesting Party”) shall deliver to the
Trustee, the Servicer 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 its responsibility for assessing
compliance with the Servicing Criteria applicable to the related Attesting Party;
(b) A statement by such officer, attached as Exhibit Q-1, that such Attesting Party used the Servicing Criteria attached
as Exhibit P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing
Criteria applicable to the related Attesting Party;
(c) An assessment by such officer of the related Attesting Party’s compliance with the applicable Servicing Criteria for
the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect
thereto during such period, which assessment shall be based on the activities such Attesting Party performs with respect to
asset-backed securities transactions taken as a whole involving the related Attesting Party, that are backed by the same asset type
as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting
Party’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to such 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 P hereto that 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 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 Servicer shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Servicer and the Depositor an Assessment
of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in
such assessment.
Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on
Exhibit P hereto which are indicated as applicable to any “primary servicer.” The Trustee shall confirm that each of the Assessments
of Compliance delivered to it address the Servicing Criteria for each party as set forth on Exhibit P and notify the Depositor of any
exceptions. Notwithstanding the foregoing, as to any Subcontractor, an Assessment of Compliance is not required to be delivered
unless it is required as part of a Form 10-K with respect to the Trust Fund.
Failure of the Servicer to comply with this Section 3.17 (including with respect to the timeframes required in this Section)
shall be deemed an Event of Default, and the Trustee at the 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 the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds thereof without compensating the Servicer for the same. This paragraph shall supercede any other provision in this
Agreement or any other agreement to the contrary.
The Trustee shall also provide 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 P hereto which are indicated as applicable to the
“trustee.” In addition, the Trustee shall cause the Custodian to deliver to the Trustee, the Servicer 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 P hereto which are indicated as applicable to a custodian. Notwithstanding the foregoing, as to the Trustee and
any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect
to the Trust Fund.
Section 3.18. Reports Filed with Securities and Exchange Commission.
(a) (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry
standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“XXXXX”), a Distribution Report on Form
10-D, signed by the 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)(ii) below. Any disclosure in addition to the
Monthly Statement 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 R to the Trustee and the Depositor and approved 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 with respect to when it is the reporting party as set forth in Exhibit R) or prepare any
Additional Form 10-D Disclosure absent such reporting and approval.
(ii) (A) Within five (5) calendar days after the related Distribution Date, (i) the parties set forth in
Exhibit R shall be required to provide, pursuant to section 3.18(a)(v) below, to the Trustee and the Depositor, to the extent known,
in XXXXX-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. The Depositor will 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.
(B) After preparing the Form 10-D, the Trustee shall forward electronically a copy of the Form 10-D to the
Servicer, and in the case that such Form 10-D contains Additional Form 10-D Disclosure, to the Servicer and the Depositor, for
review. No later than two (2) Business Days prior to the 15th calendar day after the related Distribution Date, a senior officer of
the Servicer in charge of the servicing function 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 will follow the procedures set forth in Section 3.18(a)(vi). Promptly
(but no later than one (1) Business Day) after filing with the Commission, the Trustee will make available on its internet website
identified in Section 6.04 a final executed copy of each Form 10-D prepared and filed by the Trustee. The signing party at the
Servicer can be contacted at 000-000-0000. 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 hereby represents to the Trustee that the Depositor has filed all such required reports during the
preceding 12 months and that it has been subject to such filing requirement 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 either question should be “no.” The Trustee shall be entitled to rely on the representations in
Section 2.06(h) 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 Trustee of its duties under Sections 3.18(a)(i) and (vi) 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. The Trustee shall have no 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 such Form 10-D, where such failure results from 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-D, not resulting from its own negligence, bad faith or willful misconduct.
(iii) (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 R to the Trustee and the Depositor and approved by the Depositor, and the Trustee will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form 8-K Disclosure absent such reporting (other than with
respect to when it is the reporting party as set forth in Exhibit R) or prepare any Additional Form 8-K Disclosure absent such
reporting and approval.
(B) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than 5:00 p.m. New
York City time on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth in Exhibit R shall be
required pursuant to Section 3.18(a)(v) below to provide to the Trustee and the Depositor, to the extent known by a responsible
officer thereof, in XXXXX-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 will 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
will 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 Servicer for review. No later than 12:00 p.m. New York City time on the 4th Business Day after the Reportable
Event, a senior officer of the 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. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in Section 3.18(a)(vi). Promptly (but no later
than one (1) Business Day) after filing with the Commission, the Trustee will make available on its internet website, identified in
Section 6.04, a final executed copy of each Form 8-K prepared and filed by the Trustee. The signing party at the Servicer can be
contacted at 000-000-0000. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this
Section 3.18(a)(iii) related to the timely preparation 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)(iii). The Trustee shall have no 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 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 8-K, not resulting from its own negligence, bad faith or
willful misconduct.
(iv) (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 and any Subservicer, as described under Section 3.18, (II)(A) the annual reports on assessment of compliance with
Servicing Criteria for 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 the Servicer’s, the Trustee’s or the Custodian’s 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 the Servicer’s, the Trustee’s or the Custodian’s 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 Servicer, the Trustee 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 Xxxxxxxx-Xxxxx
Certification (“Xxxxxxxx-Xxxxx Certification”) as described in this Section 3.18(a)(iv)(D) below. 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 R to the Trustee and the Depositor and
approved 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 with respect to when it is the reporting party as set forth in
Exhibit R) or prepare any Additional Form 10-K Disclosure absent such reporting 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 R shall be required to provide pursuant to Section 3.18(a)(v) below to the
Trustee and the Depositor, to the extent known, in XXXXX-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 will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee
in connection with including any Additional Form 10-K Disclosure Information on Form 10-K pursuant to this Section.
(C) After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to
the Depositor and the Servicer for review. No later than 12:00 p.m. New York City time on the 4th Business Day prior to the 10-K
Filing Deadline, a senior officer of the Servicer in charge of the 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)(vi). Promptly (but no later than one (1) Business Day) after filing with the Commission, the Trustee
will make available on its internet website identified in Section 6.04 a final executed copy of each Form 10-K prepared and filed by
the Trustee. The signing party at the Servicer can be contacted at 000-000-0000. 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 hereby represents to the Trustee that the Depositor has filed all such
required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The
Depositor shall notify the Trustee in writing, no later than March 15th with respect to the filing of a report on Form 10-K, if the
answer to either question should be “no.” The Trustee shall be entitled to rely on the representations in Section 2.06(h) 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 Trustee of its duties under Sections 3.18(a)(iv) related to the timely preparation 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, Section 3.16 and
Section 3.17. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure
to properly prepare and/or timely file such Form 10-K, where such failure results from 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. 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 R of their duties under this paragraph or to
proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.
(D) Each Form 10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required to be included
therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Trustee shall, and the Servicer shall cause any subservicer or subcontractor
engaged by it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10 of each
year in which the Trust is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable period of time
upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit Q-1 or Exhibit Q-2, as
applicable, 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. The
senior officer of the Servicer in charge of the servicing function shall serve as the Certifying Person on behalf of the Trust. Such
officer of the Certifying Person can be contacted at 000-000-0000.
(v) 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 in the form attached hereto as Exhibit
S, 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 R 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 (iv) above. Each of the Trustee, Servicer, Sponsor, and Depositor hereby
agree to notify and provide to the extent known to the Trustee, Servicer, Sponsor and the Depositor all Additional Disclosure
relating to the Trust Fund, with respect to which such party is indicated in Exhibit R as the responsible party for providing that
information. Within five Business Days of each Distribution Date of each year that the Trust is subject to the Exchange Act
reporting requirements, the Depositor shall make available to the Trustee the Group II Significance Estimate and the Trustee shall
use such information to calculate the Group II Significance Percentage. If the Group II Significance Percentage meets either of the
threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB, the Trustee shall deliver written notification to the
Depositor and the Cap Counterparty to that effect, which notification shall include a request that the Cap Counterparty provide
Regulation AB information to the Depositor in accordance with the related Cap Contract. The Depositor shall be obligated to obtain
from the Cap Counterparty any information required under Regulation AB to the extent required under the related Cap Contract and to
provide to the Trustee any information that may be required to be included in any Form 10-D, Form 8-K or Form 10-K relating to such
Cap Contract or written notification instructing the Trustee that such Additional Disclosure regarding the Cap Counterparty is not
necessary for such Distribution Date. The Servicer shall be responsible for determining the pool concentration applicable to any
subservicer or originator at any time.
(vi) (A) On or prior to January 30 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 will immediately notify
the Depositor and the Servicer. In the case of Form 10-D and 10-K, the Depositor, Servicer and Trustee will 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 due to any Additional Disclosure items, the Trustee will notify the Depositor and the Servicer and such parties will
cooperate to prepare any necessary 8-KA, 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 a senior officer of the Servicer in charge of the servicing function. The Depositor and Servicer acknowledge that the
performance by the Trustee of its duties under this Section 3.18(a)(vi) 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 Servicer and the Depositor timely performing
their duties under this Section. The Trustee shall have no 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 Forms 8-K,
10-D or 10-K, where such failure results from 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 15, Form 12b-25 or any amendments to Forms 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 relating 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 will 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.
(c) In connection with the filing of any Form 10-K hereunder, the Trustee shall sign a certification (a “Form of Back-Up
Certification for Form 10-K Certificate,” substantially in the form attached hereto as Exhibit Q-2) for the Depositor regarding
certain aspects of the Form 10-K certification signed by the Servicer, 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.
(d) The Trustee shall indemnify and hold harmless the Depositor and the Servicer and 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 a breach of the Trustee’s obligations under
Section 3.17 and Section 3.18 or the Trustee’s negligence, bad faith or willful misconduct in connection therewith.
The Depositor shall indemnify and hold harmless the Trustee and the Servicer and 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 a breach of the obligations of the Depositor under Section
3.16, Section 3.17 and Section 3.18 or the Depositor’s negligence, bad faith or willful misconduct in connection therewith.
The Servicer shall indemnify and hold harmless the Trustee and the Depositor and 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 a breach of the obligations of the Servicer under this
Section 3.18 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.
If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, the Depositor or the
Servicer, as applicable, then the defaulting party, in connection with a breach of its respective obligations under this Section 3.18
or its respective negligence, bad faith or willful misconduct in connection therewith, 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.
(e) Nothing shall be construed from the foregoing subsections (a), (b) and (c) to require the Trustee or any officer,
director or Affiliate thereof to sign any Form 10-K or any certification contained therein. Furthermore, the inability of the
Trustee to file a Form 10-K as a result of the lack of required information as set forth in Section 3.16(a) or required signatures on
such Form 10-K or any certification contained therein shall not be regarded as a breach by the Trustee of any obligation under this
Agreement.
Failure of the Servicer to comply with this Section 3.18 (including with respect to the timeframes required in this Section)
shall be deemed an Event of Default, and the Trustee at the 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 the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds thereof without compensating the Servicer for the same. This paragraph shall supercede any other provision in this
Agreement or any other agreement to the contrary.
(f) Notwithstanding the provisions of Section 11.02, this Section 3.18 may be amended without the consent of the
Certificateholders.
Section 3.19. UCC. The Depositor shall inform the Trustee in writing of any Uniform Commercial Code financing statements
that were filed on the Closing Date in connection with the Trust with stamped recorded copies of such financing statements to be
delivered to the Trustee promptly upon receipt by the Depositor. The Trustee agrees to monitor and notify the Depositor if any
continuation statements for such Uniform Commercial Code financing statements need to be filed. If directed by the Depositor in
writing, the Trustee will file any such continuation statements solely at the expense of the Depositor. 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 Company shall have the right to purchase such Mortgage Loan from the Trust at a price equal to the
Repurchase 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.
(b) If at any time the Company deposits, or remits to the Servicer (to the extent it is not the Servicer) for deposit,
in the Custodial Account the amount of the Repurchase Price for a Mortgage Loan and the Company provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Custodial Account, then
the Trustee shall execute the assignment of such Mortgage Loan to the Company at the request of the Company without recourse,
representation or warranty and the Company shall succeed to all of the Trustee’s right, title and interest in and to such Mortgage
Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The
Company 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. Books and Records.
(a) The Servicer shall be responsible for maintaining, and shall maintain, a complete set of books and records for the
Mortgage Loans which shall be appropriately identified in the Servicer’s computer system to clearly reflect the ownership of the
Mortgage Loans by the Trust. In particular, the Servicer shall maintain in its possession, available for inspection by the Trustee
and shall deliver to the Trustee upon demand, evidence of compliance with all federal, state and local laws, rules and regulations.
To the extent that original documents are not required for purposes of realization of Liquidation Proceeds or Insurance Proceeds,
documents maintained by the Servicer 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 Servicer complies with the requirements
of Accepted Servicing Practices.
(b) The Servicer shall maintain with respect to each Mortgage Loan and shall make available for inspection by the
Trustee the related servicing file during the time such Mortgage Loan is subject to this Agreement and thereafter in accordance with
applicable law.
(c) Payments on the Mortgage Loans, including any payoffs, made in accordance with the related Mortgage File will be
entered in the Servicer’s set of books and records no more than two Business Days after receipt and identification, and allocated to
principal or interest as specified in the related Mortgage File.
Section 3.22. 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 is to facilitate compliance by
the Sponsor, the Trustee and the Depositor 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 in writing, as agreed to and executed by the parties hereto, 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 Sponsor, the Trustee or the Depositor for delivery of additional or different
information as the Sponsor, the Trustee or the Depositor 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 parties’ obligations as are
necessary to accommodate evolving interpretations of the provisions of Regulation AB.
ARTICLE IV
Accounts
Section 4.01. Custodial Account. (a) The Servicer shall segregate and hold all funds collected and received pursuant to
each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more
Custodial Accounts held in trust for the Certificateholders. Each Custodial Account shall be an Eligible Account. The Custodial
Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass-through
certificates of other series, and the other accounts of the Servicer. Each Custodial Account shall be reconciled within forty-five
(45) days after each bank statement cut-off date.
Within two (2) Business Days of receipt and identification, except as otherwise specifically provided herein, the Servicer
shall deposit or cause to be deposited the following payments and collections remitted by subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of principal and interest due on such Mortgage Loans on
or before the Cut-off Date) and the following amounts required to be deposited hereunder:
(i) Scheduled Payments on the Mortgage Loans received or any related portion thereof advanced by the Servicer
which were due during or before the related Due Period, net of the amount thereof comprising the Servicing Fee;
(ii) Full Principal Prepayments, Subsequent Recoveries 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 the Servicing Fee;
(iii) Partial Principal Prepayments received by the Servicer for the Mortgage Loans in the related Prepayment
Period;
(iv) Any Monthly Advance and any Compensating Interest Payments;
(v) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of the Servicer;
(vi) The Repurchase Price with respect to any Mortgage Loans purchased by the Sponsor pursuant to the Mortgage
Loan Purchase Agreement or Sections 2.02 or 2.03, any amounts which are to be treated pursuant to Section 2.04 as the payment of a
Repurchase Price in connection with the tender of a Substitute Mortgage Loan by the Sponsor, the Repurchase Price with respect to any
Mortgage Loans purchased 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;
(vii) Any amounts required to be deposited with respect to losses on investments of deposits in an Account;
(viii) Any amounts received by the Servicer in connection with any Prepayment Charge on the Prepayment Charge
Loans; and
(ix) Any other amounts received by or on behalf of the Servicer and required to be deposited in the Custodial
Account pursuant to this Agreement.
(b) All amounts deposited to the Custodial Account shall be held by the 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 Custodial Account or 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) 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 Sections 4.04(a)(i)
through (iv) and (vi) through (xi) with respect to the Trustee and the Servicer, need not be credited by the Servicer to the
Distribution Account or the Custodial Account, as applicable. Amounts received by the Servicer in connection with Prepayment Charges
on the Prepayment Charge Loans shall be remitted by the Servicer to the Trustee and deposited by the Trustee into the Class XP
Reserve Account upon receipt thereof. In the event that the 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 Servicer, shall promptly transfer such amount to the Servicer, any provision herein to the contrary notwithstanding.
(c) The amount at any time credited to the Custodial Account may be invested, in the name of the Trustee, or its
nominee, for the benefit of the Certificateholders, in Permitted Investments as directed by the Servicer. All Permitted Investments
shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution
Account Deposit Date. Any and all investment earnings on amounts on deposit in the Custodial Account from time to time shall be for
the account of the Servicer. The Servicer from time to time shall be permitted to withdraw or receive distribution of any and all
investment earnings from the Custodial Account. The risk of loss of monies required to be distributed to the Certificateholders
resulting from such investments shall be borne by and be the risk of the Servicer. The Servicer shall deposit the amount of any such
loss in the Custodial 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 monies so invested are required to be distributed to the Certificateholders.
Section 4.02. Permitted Withdrawals and Transfers from the Custodial Account.
(a) The Servicer will, from time to time on demand of the Trustee, make or cause to be made such withdrawals or transfers from the
Custodial Account as the Servicer has designated for such transfer or withdrawal pursuant to this Agreement. The Servicer may clear
and terminate the Custodial Account pursuant to Section 10.01 and remove amounts from time to time deposited in error.
(b) On an ongoing basis, the Servicer shall withdraw from the Custodial Account (i) any expenses recoverable by the
Trustee, the Servicer or the Custodian pursuant to Sections 3.03, 7.04 and 9.05 and (ii) any amounts payable to the Servicer as set
forth in Section 3.14.
(c) In addition, on or before each Distribution Account Deposit Date, the Servicer shall deposit in the Distribution
Account (or remit to the Trustee for deposit therein) any Monthly Advances required to be made by the Servicer with respect to the
Mortgage Loans.
(d) No later than 3:00 p.m. New York time on each Distribution Account Deposit Date, the Servicer will transfer all
Available Funds on deposit in the Custodial Account with respect to the related Distribution Date to the Trustee for deposit in the
Distribution Account.
(e) With respect to any remittance received by the Trustee after the Distribution Account Deposit Date on which such
payment was due, the Servicer shall pay to the Trustee interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change of the Prime Rate, plus two percentage points, but in no event greater than the maximum amount
permitted by applicable law. Such interest shall be remitted to the Trustee by the Servicer on the date such late payment is made
and shall cover the period commencing with such Distribution Account Deposit Date and ending with the Business Day on which such
payment is made, both inclusive. The payment by the Servicer of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Servicer.
Section 4.03. 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 Trustee shall deposit
into the Distribution Account all amounts in respect to Available Funds received by it from the Servicer.
(b) All amounts deposited to the Distribution Account shall be held by the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this Agreement.
(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
Permitted Investments selected by the Trustee. 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 withdraw or receive distribution of any and all investment earnings from the Distribution
Account on each Distribution Date. If there is any loss on a Permitted Investment, the Trustee shall deposit the amount of such loss
for deposit 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 (in addition to a claim against the estate of the Trustee) as provided by 12 U.S. § 92a(e), and applicable regulations
pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.
Section 4.04. Permitted Withdrawals and Transfers from the Distribution Account.
(a) The Trustee will, from time to time on demand of the Servicer, make or cause to be made such withdrawals or transfers from the
Distribution Account as the Servicer has designated for such transfer or withdrawal pursuant to this Agreement or as the Trustee
deems necessary for the following purposes (limited in the case of amounts due the Servicer to those not withdrawn from the Custodial
Account in accordance with the terms of this Agreement):
(i) to reimburse itself or the Servicer for any Monthly Advance of its own funds, the right of the Trustee or
the Servicer to reimbursement pursuant to this subclause (i) being limited to amounts received on a particular Mortgage Loan
(including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late
payments or recoveries of the principal of or interest on such Mortgage Loan with respect to which such Monthly Advance was made;
(ii) to reimburse the Servicer from Insurance Proceeds or Liquidation Proceeds relating to a particular Mortgage
Loan for amounts expended by 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 Servicer from Insurance Proceeds relating to a particular Mortgage Loan for insured
expenses incurred with respect to such Mortgage Loan and to reimburse the Servicer from Liquidation Proceeds from a particular
Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage Loan; provided that the 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 Section 4.04(a) to the Servicer; and (ii) such
Liquidation Expenses were not included in the computation of such Excess Liquidation Proceeds;
(iv) to pay the Servicer, from Liquidation Proceeds or Insurance Proceeds received in connection with the
liquidation of any Mortgage Loan, the amount which the Servicer would have been entitled to receive under clause (ix) of this Section
4.04(a) as servicing compensation on account of each defaulted scheduled payment on such Mortgage Loan if paid in a timely manner by
the related Mortgagor;
(v) to pay the Servicer from the Repurchase Price for any Mortgage Loan, the amount which the Servicer would
have been entitled to receive under clause (ix) of this Section 4.04(a) as servicing compensation;
(vi) to reimburse the Servicer for advances of funds (other than Monthly Advances) made with respect to the
Mortgage Loans, and the right to reimbursement pursuant to this clause being limited to amounts received on the related Mortgage Loan
(including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late
recoveries of the payments for which such advances were made;
(vii) to reimburse the Trustee or the Servicer for any Nonrecoverable Advance that has not been reimbursed
pursuant to clauses (i) and (vi);
(viii) to pay the Servicer as set forth in Section 3.14;
(ix) to reimburse the Servicer for expenses, costs and liabilities incurred by and reimbursable to it pursuant
to Sections 3.03, 7.04(c) and (d);
(x) to pay to the Servicer, as additional servicing compensation, any Excess Liquidation Proceeds;
(xi) to reimburse the Trustee or the Custodian for expenses, costs and liabilities incurred by or reimbursable
to it pursuant to this Agreement;
(xii) to pay itself the Trustee Fee set forth in Section 9.05;
(xiii) to remove amounts deposited in error; and
(xiv) to clear and terminate the Distribution Account pursuant to Section 10.01.
(b) The Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis and shall
provide a copy to the Trustee, for the purpose of accounting for any reimbursement from the Distribution Account pursuant to clauses
(i) through (vi) and (vii) or with respect to any such amounts which would have been covered by such clauses had the amounts not been
retained by the Servicer without being deposited in the Distribution Account under Section 4.01(b). Reimbursements made pursuant to
clauses (vii), (ix) and (xi) will be allocated between the Loan Groups pro rata based on the aggregate Stated Principal Balances of
the Mortgage Loans in each Loan Group.
(c) On each Distribution Date, the Trustee shall distribute the Available Funds to the extent on deposit in the
Distribution Account to the Holders of the related Certificates in accordance with Section 6.01.
Section 4.05. Adjustable Rate Supplemental Fund.
(a) No later than the initial Distribution Date, the Trustee shall establish and maintain, in trust for the benefit of
the holders of the Group I Certificates and the Group II Certificates, a segregated trust account (or accounts) or sub-account (or
sub-accounts) of a trust account, which shall be titled “Adjustable Rate Supplemental Fund, Xxxxx Fargo Bank, National Association,
as Trustee for the benefit of holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx Mortgage Funding Trust 2007-AR1,
Mortgage Pass-Through Certificates, Series 2007-AR1” (the “Adjustable Rate Supplemental Fund”). The Adjustable Rate Supplemental Fund
shall be an Eligible Account or a sub-account of an Eligible Account. No later than the initial Distribution Date, the Depositor
shall pay to the Trustee an amount equal to (i) in the case of the Group I Certificates, $25,000, which shall be deposited by the
Trustee into the Adjustable Rate Supplemental Fund for the benefit of the Group I Certificates and (ii) in the case of the Group II
Certificates, $25,000, which shall be deposited by the Trustee into the Adjustable Rate Supplemental Fund for the benefit of the
Group II Certificates. Pursuant to Section 6.01, on the initial Distribution Date, amounts on deposit in the Adjustable Rate
Supplemental Fund will be withdrawn from the Adjustable Rate Supplemental Fund and paid to the Group I Certificates and the Group II
Certificates, as applicable, to the extent that Current Interest on such Certificates on the initial Distribution Date is reduced by
application of the related Net Rate Cap on such initial Distribution Date. The Adjustable Rate Supplemental Fund will be entitled to
be replenished on each future Distribution Date from the Interest Funds otherwise payable on such Distribution Date to, in the case
of the Group I Certificates, the Class I-B-IO Certificates or, in the case of the Group II Certificates, the Class II-B-IO
Certificates, as applicable, until the Adjustable Rate Supplemental Fund has been replenished to the extent of the amount paid from
the Adjustable Rate Supplemental Fund to the Group I Certificates and the Group II Certificates, as applicable, on the initial
Distribution Date. On each future Distribution Date, all amounts on deposit in the Adjustable Rate Supplemental Fund as set forth in
the preceding sentence will be distributed to the Depositor or its designee. On the Distribution Date on which the aggregate of the
amounts replenished to the Adjustable Rate Supplemental Fund equals $25,000 with respect to each Loan Group, all amounts then on
deposit in the Adjustable Rate Supplemental Fund will be distributed to the Depositor or its designee (as set forth in the preceding
sentence), and following such distributions the Adjustable Rate Supplemental Fund will be terminated.
(b) The Trustee will invest funds deposited in the Adjustable Rate Supplemental Fund as directed by the Depositor or its
designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date
on which such funds are required to be withdrawn from the Adjustable Rate Supplemental Fund pursuant to this Agreement, if a Person
other than the Trustee or an Affiliate of the Trustee is the obligor for such Permitted Investment, or (ii) no later than the date on
which such funds are required to be withdrawn from the Adjustable Rate Supplemental Fund pursuant to this Agreement, if the Trustee
or an affiliate of the Trustee is the obligor for such Permitted Investment (or, if no written direction is received by the Trustee
from the Depositor, then funds in the Adjustable Rate Supplemental Fund shall remain uninvested). For federal income tax purposes,
the Depositor shall be the owner of the Adjustable Rate Supplemental Fund and shall report all items of income, deduction, gain or
loss arising therefrom. At no time will the Adjustable Rate Supplemental Fund be an asset of any REMIC created hereunder. All income
and gain realized from investment of funds deposited in the Adjustable Rate Supplemental Fund, which investment shall be made solely
upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by
the Trustee to the Depositor within one Business Day after the termination of the Adjustable Rate Supplemental Fund. The Depositor
shall deposit in the Adjustable Rate Supplemental Fund the amount of any net loss incurred in respect of any such Permitted
Investment immediately upon realization of such loss, without any right of reimbursement therefor.
Section 4.06. Statements to the Trustee
The Servicer shall furnish to the Trustee an individual Mortgage Loan accounting report (a “Report”), as of the last
Business Day of each month, in the Servicer’s assigned loan number order to document Mortgage Loan payment activity on an individual
Mortgage Loan basis. With respect to each month, such Report shall be received by the Trustee no later than the 10th calendar day of
the month of the related Distribution Date (or February 10, 2007, in the case of the initial Report), and with respect to information
as to Principal Prepayments in full and Prepayment Charges, no later than one (1) Business Day immediately following each Prepayment
Period, a report in an Excel (or compatible) electronic format, in such format as may be mutually agreed upon by both the Trustee and
the Servicer, and in hard copy, which Report shall contain the following:
(i) with respect to each Monthly Payment received or advanced during the related Due Period, the amount of such
remittance allocable to interest and to principal; the amount of Principal Prepayments and prepayment penalties received during the
related Prepayment Period;
(ii) the amount of Servicing Compensation received by the Servicer during the prior Due Period;
(iii) the aggregate Stated Principal Balance of the Mortgage Loans;
(iv) the number and aggregate outstanding principal balances of Mortgage Loans (a) Delinquent (1) 30 to 59 days,
(2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been
acquired; and
(v) such other data as may reasonably be required by the Trustee in order to make distributions to the
Certificateholders on such Distribution Date.
The Servicer shall also provide with each such Report a trial balance, sorted in the Trustee’s assigned loan number
order, and such other loan level information as described on Exhibits K and L, in electronic tape form.
The Servicer shall prepare and file any and all information statements or other filings required to be delivered to
any governmental taxing authority or to the Trustee pursuant to any applicable law with respect to the Mortgage Loans and the
transactions contemplated hereby. In addition, the Servicer shall provide the Trustee with such information concerning the Mortgage
Loans as is necessary for the Trustee to prepare the Trust’s income tax returns as the Trustee may reasonably request from time to
time.
Section 4.07. Reserved.
Section 4.08. Reserve Fund.
(a) On or before the Closing Date, the Trustee shall establish one or more segregated trust accounts (the “Reserve
Fund”) on behalf of the Holders of the Group II Certificates and the Class II-B-IO Certificates. The Reserve Fund must be an Eligible
Account. The Reserve Fund shall be entitled “Reserve Fund, Xxxxx Fargo Bank, National Association as Trustee f/b/o holders of
Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx Mortgage Funding Trust 2007-AR1, Mortgage Pass-Through Certificates,
Series 2007-AR1.” The Trustee shall demand payment of all money payable by each Cap Counterparty under each Cap Contract. The
Trustee shall deposit in the Reserve Fund all Cap Contract Payment Amounts and, prior to distribution of such amounts pursuant to
Section 6.01(b), all payments from Excess Cash Flow described under the Ninth and Tenth clauses of Section 6.01(b). All Cap Contract
Payment Amounts received from Cap Contracts benefiting the Holders of the Group II Certificates and the Excess Cash Flow amounts
described in the Ninth and Tenth clauses of Section 6.01(b) deposited to the Reserve Fund shall be held by the Trustee on behalf of
the Trust, in trust for the benefit of the applicable Group II Certificateholders and the Class II-B-IO Certificateholders in
accordance with the terms and provisions of this Agreement. On each Distribution Date, the Trustee shall distribute amounts on
deposit in the Reserve Fund held in trust for the benefit of the Group II Certificateholders and the Class II-B-IO Certificateholders
in accordance with the Ninth and Tenth clauses of Section 6.01(b) and Section 6.01(c).
(b) The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be
an asset of the Trust Fund but not an asset of any 2007-AR1 REMIC. The Trustee on behalf of the Trust shall be the nominal owner of
the Reserve Fund. For federal income tax purposes, the Class II-B-IO Certificateholders shall be the beneficial owners of the Reserve
Fund, subject to the power of the Trustee to distribute amounts under the Ninth and Tenth clauses of Section 6.01(b) and Section
6.01(c) and shall report items of income, deduction, gain or loss arising therefrom. For federal income tax purposes, amounts
distributed to Group II Certificateholders pursuant to the Ninth and Tenth clauses of Section 6.01(b) and Section 6.01(c) will be
treated as first distributed to the Class II-B-IO Certificateholders and then paid from the Class II-B-IO Certificateholders to such
Holders. Amounts in the Reserve Fund held in trust for the benefit of the Holders of the Group II Certificates and the Class II-B-IO
Certificates shall, at the written direction of the Class II-B-IO Certificateholders, be invested in Permitted Investments that
mature no later than the Business Day prior to the next succeeding Distribution Date. If no written direction is received, the
amounts in the Reserve Fund shall remain uninvested. Any losses on the related Permitted Investments shall not in any case be a
liability of the Trustee, but an amount equal to such losses shall be given by the Class II-B-IO Certificateholders to the Trustee
out of the Class II-B-IO Certificateholders’ own funds immediately as realized, for deposit by the Trustee into the Reserve Fund. To
the extent that the Class II-B-IO Certificateholders have provided the Trustee with such written direction to invest such funds in
Permitted Investments, on each Distribution Date the Trustee shall distribute all net income and gain from such Permitted Investments
in the Reserve Fund to the Class II-B-IO Certificateholders, not as a distribution in respect of any interest in any 2007-AR1 REMIC.
All monies earned on amounts on deposit in the Reserve Fund held in trust for the benefit of the Holders of the Group II Certificates
and the Class II-B-IO Certificates shall be taxable to the Class II-B-IO Certificateholders.
Section 4.09. Class XP Reserve Account. (a) The Paying Agent shall establish and maintain with itself a separate,
segregated trust account, which shall be an Eligible Account, titled “Reserve Account, Xxxxx Fargo Bank, National Association, as
Trustee for the benefit of holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx Mortgage Funding Trust 2007-AR1,
Mortgage Pass-Through Certificates, Series 2007-AR1, Class XP.” Funds on deposit in the Class XP Reserve Account shall be held in
trust by the Trustee for the holder of the related Class XP Certificates. The Class XP Reserve Account will not represent an
interest in any 2007-AR1 REMIC.
(b) Any amount on deposit in the Class XP Reserve Account shall be held uninvested. On the Business Day prior to each
Distribution Date, the Trustee shall withdraw the amount then on deposit in the Class XP Reserve Account and deposit such amount into
the Distribution Account to be distributed to the Holders of the related Class XP Certificates in accordance with Section 6.01(e).
In addition, on the earlier of (x) the Business Day prior to the Distribution Date on which all the assets of the related Loan Group
are repurchased as described in Section 10.01(a), and (y) the Business Day prior to the Distribution Date occurring in February 2010,
the Trustee shall withdraw the amount on deposit in the Class XP Reserve Account and deposit such amount into the Distribution
Account and pay such amount to the related Class XP Certificates in accordance with Section 6.01(e), and following such withdrawal
the Class XP Reserve Account shall be closed.
Section 4.10. Final Maturity Reserve Account.
No later than the Closing Date, the Paying Agent shall establish and maintain in the name of the Holders of the Group I
Certificates, the Final Maturity Reserve Account as a segregated trust account. The Paying Agent shall keep records that accurately
reflect the funds on deposit in the Final Maturity Reserve Account.
The Paying Agent will invest funds deposited in the Final Maturity Reserve Account as directed by the Class I-B-IO
Certificateholders in writing in Permitted Investments with a maturity date no later than the Business Day immediately preceding the
date on which such funds are required to be withdrawn from the Final Maturity Reserve Account pursuant to this Agreement. If no
written direction with respect to such Permitted Investment shall be received by the Paying Agent from the Class I-B-IO
Certificateholders, then funds in the Final Maturity Reserve Account shall be invested in the Xxxxx Fargo Prime Advantage Money
Market Fund. All income and gain realized from investment of funds deposited in the Final Maturity Reserve Account shall be for the
sole and exclusive benefit of the Class I-B-IO Certificateholders.
If, on the Distribution Date occurring in February 2017, or on any Distribution Date thereafter, any Group I Certificates
are outstanding and the aggregate Stated Principal Balance of the Group I Mortgage Loans with original terms to maturity in excess of
30 years is greater than the applicable scheduled amount for such Distribution Date set forth in Schedule A hereto, then the Trustee
shall deposit into the Final Maturity Reserve Account, from Interest Funds with respect to such Distribution Date, the Coupon Strip
for such Distribution Date, in accordance with the payment priority set forth in Section 6.01(a)(first), until the amount on deposit
in the Final Maturity Reserve Account is equal to the Final Maturity Reserve Account Target.
If, on any Distribution Date, any amounts on deposit in the Final Maturity Reserve Account exceed the lesser of (i) the
aggregate Current Principal Amount of the Group I Offered Certificates as of such date, and (ii) the aggregate Stated Principal
Balance of the Group I Mortgage Loans with original terms to maturity in excess of 30 years as of such date, an amount equal to such
excess shall be distributed by the Trustee to the Class I-B-IO Certificates on such Distribution Date as a part of the Class I-B-IO
Distribution Amount.
On the earlier of (i) the Distribution Date in occurring in January 2037 and (ii) the Distribution Date on which the final
distribution of payments from the Group I Mortgage Loans and the other assets in the trust is expected to be made, funds on deposit
in the Final Maturity Reserve Account will be distributed to the Certificates in the following order of priority (provided, however,
if the Group I Mortgage Loans are purchased on the related Optional Termination Date, the funds on deposit in the Final Maturity
Reserve Account will be used to make payments in accordance with priorities fourth and fifth below after application of the
Termination Purchase Price):
first, to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, pro rata, in accordance with their respective
outstanding Current Principal Amounts until the Current Principal Amounts thereof have been reduced to zero;
second, sequentially, to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class
I-B-7, Class I-B-8 and Class I-B-9 Certificates, in that order, after giving effect to principal distributions on such
Distribution Date, until the Current Principal Amounts of each such Class thereof have been reduced to zero;
third, to each Class of Group I Offered Certificates, any Current Interest and Interest Carry Forward Amount for
each such Class remaining unpaid after giving effect to interest distributions on such Distribution Date in accordance with
payment priorities set forth in Section 6.01(a);
fourth, to each Class of Group I Offered Certificates, any Basis Risk Shortfall Carry-forward Amount for each such
Class remaining unpaid after giving effect to the distributions on such Distribution Date in accordance with payment
priorities set forth in Section 6.01(a); and
fifth, to the Class I-B-IO Certificates, any remaining amount.
The forgoing distributions will be treated as an amount paid by the holder of the Class I-B-IO Certificates to purchase
the outstanding Offered Certificates and will be deemed made pursuant to a mandatory purchase of the Offered Certificates by the
holder of the Class I-B-IO Certificates.
ARTICLE V
Certificates
Section 5.01. Certificates. (a) The Depository, the Depositor and the Trustee 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 Section 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 the 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 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 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 of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the
Trustee shall issue the definitive Certificates.
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 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 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 and
deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate
evidencing such Certificate Owner’s interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry
Certificate reflecting the reduction in the aggregate Current Principal Amount of such Class of Certificates by the amount of the
definitive Certificates.
Neither the Depositor nor the Trustee shall be liable for any delay in the delivery of any instructions required pursuant to
this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions.
(c) (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the Group I Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC I.” Component I of the Class R Certificates will represent
the sole Class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax
law. The following table irrevocably sets forth the designation, pass-through rate (the “Uncertificated REMIC I Pass-Through Rate”)
and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC I (the “REMIC I Regular Interests”). None
of the REMIC I Regular Interests will be certificated.
Uncertificated
REMIC I Pass-Through Initial Uncertificated
Class Designation for each REMIC I Interest Rate Principal Balance
W (1) N/A
LT1 Variable(1) $287,360,066.19
LT2 Variable(1) $14,085.07
LT3 0.00% $14,655.27
LT4 Variable(1) $14,655.27
I-X 0.500% (2)
Component I of the Class R N/A N/A
--------------------------------------------------
(1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.
(2) REMIC I Regular Interest I-X will not have an Uncertificated Principal Balance, but will bear interest at a fixed pass-through
rate equal to 0.500% per annum on a notional amount equal to the aggregate Stated Principal Balance immediately prior to such
Distribution Date of the Hard Prepayment Charge Loans.
(ii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the Group II Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as “REMIC II.” Component II of the Class R Certificates will
represent the sole Class of “residual interests” in REMIC II for purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, pass-through rate (the “Uncertificated REMIC II Pass-Through Rate”) and
initial Uncertificated Principal Balance for each of the “regular interests” in REMIC II (the “REMIC II Regular Interests”). None of
the REMIC II Regular Interests will be certificated.
Class Designation for each REMIC II Uncertificated REMIC II Pass-Through Initial Uncertificated
Interest Rate Principal Balance
----------------------------------------- -------------------------------------- --------------------------------------
LT5 Variable(1) $818,292,218.05
LT6 Variable(1) $27,088.59
LT7 0.00% $54,754.29
LT8 Variable(1) $54,754.29
Component II of the Class R N/A N/A
(1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.
As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC
I Regular Interests and the REMIC II Regular Interests and any proceeds thereof as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC III.” Component II of the Class R Certificates will represent the
sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, the Pass-Through Rate for the Class of Certificates bearing the same designation
(which is, with the substitution of the Modified Net Rate Cap in each place where the Net Rate Cap occurs in the case of the
Class I-A and Class I-B Certificates, the Uncertificated REMIC III Pass-Through Rate) and initial principal amount or
Uncertificated Principal Balance for each of the “regular interests” in REMIC III (the “REMIC III Regular Interests”). For
federal income tax purposes, payment of (i) any Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amount to any Class of
Certificates, (ii) in the case of the Class I-A or Class I-B Certificates, interest accrued at a Pass-Through Rate in excess of
the Modified Net Rate Cap, and (iii) any amounts to the Class I-XP and Class II-XP Certificates (which shall not be treated as an
interest in any REMIC, but as a pass-through interest in the Trust entitled to any prepayment penalties payable with respect to
the Group I Mortgage Loans and Group II Mortgage Loans, respectively) shall be treated as paid outside of any REMIC formed under
this Agreement and shall not be part of the entitlement of the REMIC III Regular Interest the ownership of which is represented
by the Class of Certificates receiving such payment. REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P
will not be certificated.
The Classes of the Certificates shall have the following designations, initial principal amounts and Pass-Through Rates:
Designation Initial Principal Pass-Through Rate
I-A-1 $52,611,000 (1)
I-A-2 $76,306,000 (1)
I-A-3 $25,435,000 (1)
I-X Notional (2)
I-B-1 $6,898,000 (1)
I-B-2 $6,323,000 (1)
I-B-3 $2,012,000 (1)
I-B-4 $4,167,000 (1)
I-B-5 $2,012,000 (1)
I-B-6 $1,437,000 (1)
I-B-7 $2,443,000 (1)
I-B-8 $1,437,000 (1)
I-B-9 $1,437,000 (1)
II-A-1 $201,456,000 (1)
II-A-2 $113,734,000 (1)
II-A-3 $271,787,000 (1)
II-A-4 $146,744,000 (1)
II-B-1 $29,873,000 (1)
II-B-2 $15,959,000 (1)
II-B-3 $11,867,000 (1)
II-B-4 $4,092,000 (1)
II-B-5 $16,369,000 (1)
I-XP-1 N/A (3)
I-XP-2 N/A (3)
II-XP N/A (3)
I-B-IO $ 4,885,461.81 (4)
II-B-IO $ 6,547,815.22 (5)
Component III of the Class R N/A N/A
---------------------------------------------------------------------------------------------------------------------------------------
(1) The Class I-A-1, Class I-A-2, Class I-A-3, Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class
I-B-7, Class I-B-8, Class I-B-9, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-B-1, Class II-B-2, Class
II-B-3, Class II-B-4 and Class II-B-5 Certificates will bear interest at a pass-through rate equal to the least of (i) One-Month
LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the related Net Rate Cap. With respect to the Group I Certificates
on any Distribution Date occurring in or after February 2017, in which an amount is payable to the Final Maturity Reserve Account
pursuant to Section 4.10, if the Maximum Coupon Strip Rate exceeds the Coupon Strip Rate, for federal income tax purposes, each
REMIC III Regular Interest, the ownership of which is represented by the Class I-A Certificates and Class I-B Certificates, will
bear interest at a Pass-Through Rate equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and
(iii) the Modified Net Rate Cap. The entitlements of holders of the Class I-A Certificates and Class I-B Certificates to receive
interest in excess of this modified Pass-Through Rate shall be treated as paid outside of any REMIC formed under this Agreement
and shall not be part of the entitlement of the REMIC III Regular Interest the ownership of which is represented by the Class of
Certificates receiving such payment, instead such amount shall be deemed to have been paid from amounts distributable in respect
of REMIC IV Regular Interest I-B-IO.
(2) The Class I-X Certificates will bear interest at a fixed pass-through rate equal to 0.500% per annum on the related Notional
Amount.
(3) The Class XP Certificates will not bear any interest. The holders of the Class I-XP-2 Certificates will be entitled to the
“hard” Prepayment Charges received on the Hard Prepayment Charge Loans and the holders of the Class I-XP-1 Certificates will be
entitled to all other Prepayment Charges received on the Group I Mortgage Loans to the extent not retained by the related
servicer. The holders of the Class II-XP Certificates will be entitled to the Prepayment Charges received on the Group II
Mortgage Loans. The Class XP Certificates will not represent an interest in any REMIC. They will instead represent an interest in
the Trust constituted by this Agreement that is a strip of Prepayment Charges associated with the Prepayment Charge Loans.
(4) The Class I-B-IO Certificates will bear interest at a per annum rate equal to the Class I-B-IO Pass-Through Rate on the related
Notional Amount. Amounts paid, or deemed paid, to the Class I-B-IO Certificates shall be deemed to first be paid to REMIC III
Regular Interest I-B-IO-I in reduction of accrued and unpaid interest thereon until such accrued and unpaid interest shall have
been reduced to zero and shall then be deemed paid to REMIC III Regular Interest I-B-IO-P in reduction of the principal balance
thereof.
(5) The Class II-B-IO Certificates will bear interest at a per annum rate equal to the Class II-B-IO Pass-Through Rate on the related
Notional Amount. Amounts paid, or deemed paid, to the Class II-B-IO Certificates shall be deemed to first be paid to REMIC III
Regular Interest II-B-IO-I in reduction of accrued and unpaid interest thereon until such accrued and unpaid interest shall have
been reduced to zero and shall then be deemed paid to REMIC III Regular Interest II-B-IO-P in reduction of the principal balance
thereof.
(iii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P and any proceeds thereof as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as “REMIC IV.” The Class R-X Certificates will represent
the sole Class of “residual interests” in REMIC IV for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for both
of the “regular interests” in REMIC IV (the “REMIC IV Regular Interests”).
Class Designation for each REMIC IV Uncertificated REMIC IV Initial Uncertificated
Interest Pass-Through Rate Principal Balance
I-B-IO (1) $ 4,885,461.81
II-B-IO (2) $ 6,547,815.22
Class R-X N/A N/A
(1) The Class I-B-IO Certificates will bear interest at a per annum rate equal to the Class I-B-IO Pass-Through Rate on its Notional
Amount. REMIC IV Regular Interest I-B-IO will not have an Uncertificated Pass-Through Rate, but will be entitled to 100% of all
amounts distributed or deemed distributed on REMIC III Regular Interests I-B-IO-I and I-B-IO-P.
(2) The Class II-B-IO Certificates will bear interest at a per annum rate equal to the Class II-B-IO Pass-Through Rate on its
Notional Amount. REMIC IV Regular Interest II-B-IO will not have an Uncertificated Pass-Through Rate, but will be entitled to
100% of all amounts distributed or deemed distributed on REMIC III Regular Interests II-B-IO-I and II-B-IO-P.
(d) Solely 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, REMIC II Regular Interests, REMIC III Regular Interests, REMIC IV Regular
Interests and the 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 Class of Class A Certificates and Class B Certificates, interest
shall be calculated on the basis of a 360-day year and the actual number of days elapsed, in each case, based upon the respective
Pass-Through Rate set forth, or determined as provided, above and the Current Principal Amount of such Class applicable to such
Distribution Date. With respect to each Distribution Date and Class X Certificates, interest shall be calculated on the basis of a
360-day year consisting of 30-day months.
(f) The Certificates shall be substantially in the forms set forth in Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, A-9
and A-10. On original issuance, the Trustee shall sign, countersign and shall deliver them at the direction of the Depositor.
Pending the preparation of definitive Certificates of any Class, the Trustee may sign and countersign temporary Certificates that are
printed, lithographed or typewritten, in authorized denominations for Certificates of such Class, substantially of the tenor of the
definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of
such Certificates. If temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without
unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for
definitive Certificates upon surrender of the temporary Certificates at the office of the Trustee, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall sign and countersign and deliver in
exchange therefor a like aggregate principal amount, in authorized denominations for such Class, of definitive Certificates of the
same Class. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as definitive
Certificates.
(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, $25,000 and 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 (other than the Residual Certificates) shall be
issued in certificated fully-registered form in minimum dollar denominations of $25,000 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 Class of Global Certificates, if any,
shall be issued in fully registered form in minimum dollar denominations of $50,000 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 on behalf of the Trustee by one or more authorized signatories, each of
whom shall be Responsible Officers of the Trustee or its agent. A Certificate bearing the manual and facsimile signatures of
individuals who were the authorized signatories of the Trustee or its agent at the time of issuance shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased to hold such positions prior to the delivery of such Certificate.
(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 2007-AR1 REMIC within the meaning of
Section 860G(a)(9) of the Code.
(j) For federal income tax purposes, each 2007-AR1 REMIC shall have a tax year that is a calendar year and shall report
income on an accrual basis.
(k) The Trustee on behalf of the Trust shall cause each 2007-AR1 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:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER AFFIDAVIT TO THE SERVICER 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 XXXXXXX
MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN
CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE
CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION
511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT
OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3)
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 AN AGENT OF A DISQUALIFIED ORGANIZATION, 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.
(m) Notwithstanding anything to the contrary contained herein, the Trustee shall not permit the transfer of a beneficial
interest in a Class II-B-IO Certificate unless the transferee executes and delivers to the Trustee any certification that is required
pursuant to Section 9.12(f) prior to transfer. The following legend shall be placed on the Class II-B-IO Certificates, whether upon
original issuance or upon issuance of any other Certificate of any such Class in exchange therefor or upon transfer thereof:
NO TRANSFER OF ANY CLASS II-B-IO CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE OF SUCH CLASS II-B-IO CERTIFICATE
PROVIDES TO THE TRUSTEE AND ANY PAYING AGENT THE APPROPRIATE TAX CERTIFICATION FORM (I.E., IRS FORM W-9 OR IRS FORM W-8BEN,
W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND AGREES TO UPDATE SUCH FORMS (I) UPON EXPIRATION
OF ANY SUCH FORM, (II) AS REQUIRED UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT
SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, AS A CONDITION TO SUCH TRANSFER. UNDER THE AGREEMENT, UPON RECEIPT OF ANY SUCH
TAX CERTIFICATION FORM FROM A TRANSFEREE OF ANY CLASS II-B-IO CERTIFICATE, THE TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION
FORM PROVIDED TO IT TO THE CAP COUNTERPARTY. EACH HOLDER OF A CLASS II-B-IO CERTIFICATE AND EACH TRANSFEREE THEREOF SHALL BE
DEEMED TO HAVE CONSENTED TO THE TRUSTEE FORWARDING TO THE CAP COUNTERPARTY ANY SUCH TAX CERTIFICATION FORM IT HAS PROVIDED
AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS. ANY PURPORTED SALES OR TRANSFERS OF ANY CLASS II-B-IO
CERTIFICATE TO A TRANSFEREE WHICH DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.
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 Section 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 a Private Certificate or a Residual Certificate, whether upon original issuance or subsequent
transfer, each holder of such 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
Section 5.02(h), the following restrictions shall apply with respect to the transfer and registration of transfer of an Private
Certificate or a Residual 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 along with facts surrounding the
transfer as set forth in Exhibit F-1 hereto; 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) 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
Section 5.02(h), the rules of the Depository and the following:
(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 Section 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 Section 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 Section 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 Section 5.02(h), the rules of the
Depository and the following:
(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) or any integral multiple of $1.00 in excess thereof) by surrendering such Certificate at
the Corporate Trust Office of the Trustee, 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 of the Trustee, sign, countersign and deliver at the
Corporate Trust Office of the Trustee, 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 of the Trustee 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 of the Trustee; 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 and countersign and the Trustee shall 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, 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) Residual Certificates, or interests therein, may not
be transferred without the prior express written consent of the Tax Matters Person and the Sponsor, which cannot be unreasonably
withheld. As a prerequisite to such consent, the proposed transferee must provide the Tax Matters Person, the Sponsor and the Trustee
with an affidavit that the proposed transferee is a Permitted Transferee (and, unless the Tax Matters Person and the Sponsor consent
to the transfer to a person who is not a U.S. Person, an affidavit that it is a U.S. Person) as provided in Section 5.05(b).
(b) 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, the proposed transferee (including the
initial purchasers thereof) delivers to the Tax Matters Person, the Trustee and the Depositor an affidavit in the form attached
hereto as Exhibit E stating, among other things, that as of the date of such transfer (i) such transferee is a Permitted Transferee
and that (ii) such transferee is not acquiring such Residual Certificate for the account of any person who is not a Permitted
Transferee. 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 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 Section 5.05(b), then the prior Holder thereof shall, upon discovery that the transfer of
such Residual Certificate was not in fact permitted by this Section 5.05(b), be restored to all rights as a Holder thereof
retroactive to the date of the purported transfer. None of the Trustee, the Tax Matters Person 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 Section 5.05(b) 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 written affidavit referred to above was received with respect
to such transfer, and the Tax Matters Person, the Trustee and the Depositor, as applicable, had no knowledge that it was 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 Section 5.05(b) 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(b) 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 or the Depositor to ensure that the Residual Certificates are not transferred to any Person who is not a
Permitted Transferee and that any transfer of such Residual Certificates will not cause the imposition of a tax upon the Trust or
cause any 2007-AR1 REMIC to fail to qualify as a REMIC.
(c) The Class R-X Certificates (including a beneficial interest therein) and, unless the Tax Matters Person shall have
consented in writing (which consent may be withheld in the Tax Matters Person’s sole discretion), the Class R Certificates (including
a beneficial interest therein) may not be purchased by or transferred to any person who is not a United States Person.
(d) By accepting a Residual Certificate, the purchaser thereof agrees to be a Tax Matters Person if it is the Holder of
the largest percentage interest of such Certificate, 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. Except
with respect to (i) the initial transfer of the Class XP Certificates or Class R-X Certificates on the Closing Date, (ii) the
transfer of any Class of Certificates, including the Class R-X Certificates, to any NIM Issuer or any NIM Trustee, or (iii) a
transfer of the Class XP Certificates or the Class R-X Certificates to the Depositor or any Affiliate of the Depositor, in the event
that a transfer of a Certificate which is a Physical Certificate is to be made in reliance upon an exemption from the Securities Act
and applicable state securities laws, in order to assure compliance with the Securities Act and such laws, 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
that is subject to Title I of ERISA or Section 4975 of the Code (a “Plan”), or by a person using “plan assets” of a Plan, unless the
proposed transferee provides the Trustee, with an Opinion of Counsel addressed to the Servicer and the Trustee (upon which they may
rely) that is satisfactory to the Trustee, which opinion will not be at the expense of the 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 Servicer or the Trustee to any
obligation in addition to those undertaken in this Agreement.
(b) Unless such Person has provided an Opinion of Counsel in accordance with Section 5.07(a), 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, and any Person acquiring an interest in a Private Certificate in definitive form shall represent in
writing to the Trustee, that it is not acquiring an interest in such Certificate directly or indirectly by, or on behalf of, or with
“plan assets” of, any Plan.
(c) Each beneficial owner of a Class I-X, Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6,
Class I-B-7, Class I-B-8, Class I-B-9, Class II-B-1, Class II-B-2, Class II-B-3 or Class II-B-4 Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of that 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) such
Certificate is rated at least “BBB-” or its equivalent by Fitch, S&P or Xxxxx’x, (ii) such beneficial owner is not a Plan or
investing with “plan assets” of any Plan, 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 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 Sections (a), (b) or (c) 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 Servicer from and against any and all liabilities, claims, costs or expenses incurred
by the Trustee or the Servicer as a result of such attempted or purported transfer. The Trustee shall have no liability for transfer
of any such Global Certificates in or through book-entry facilities of any Depository or between or among Depository Participants or
Certificate Owners made in violation of the transfer restrictions set forth herein.
Section 5.08. Rule 144A Information. For so long as any Private Certificates are outstanding, (1) the Sponsor will
provide or cause to be provided to any holder of such Private 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 Sponsor 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 Private Certificates conducted in accordance with Rule 144A.
ARTICLE VI
Payments to Certificateholders
Section 6.01. Distributions on the Certificates. (a) On each Distribution Date, an amount equal to the Interest Funds and
Principal Funds with respect to Loan Group I for such Distribution Date shall be withdrawn by the Trustee from the Distribution
Account to the extent of funds on deposit with respect to Loan Group I therein and distributed for such Distribution Date, in the
following order of priority:
First, from Interest Funds, from Loan Group I, on each Distribution Date on and after the Distribution Date in February
2017, if applicable, to the Final Maturity Reserve Account, an amount equal to the Coupon Strip for such Distribution Date.
Second, from Interest Funds, from Loan Group I, to pay any accrued and unpaid interest on the Class I-A, Class I-B and
Class I-X Certificates in the following order of priority:
1. to each Class of Class I-A Certificates and Class I-X Certificates, the Current Interest and then any
Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount
due to each such Class;
2. to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class
I-B-8 and Class I-B-9 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates;
3. any Excess Spread with respect to Loan Group I to the extent necessary to meet a level of
overcollateralization equal to the Group I Overcollateralization Target Amount will be the Extra Principal Distribution
Amount with respect to Loan Group I and will be included as part of the Group I Principal Distribution Amount and distributed
in accordance with Third (A) and (B) below; and
4. any remaining Excess Spread with respect to Loan Group I will be the Remaining Excess Spread with respect
to Loan Group I and will be applied, together with the Group I Overcollateralization Release Amount, as Excess Cashflow for
Loan Group I pursuant to clauses Fourth through Eighteenth below.
Third, to pay as principal on the Class I-A Certificates and Class I-B Certificates, in the following order of priority:
(A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group I Trigger Event is in
effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows:
1. to each Class of Class I-A Certificates on a pro rata basis until the Current Principal Amount of each such
Class is reduced to zero;
2. to the Class I-B-1 Certificates, any remaining Group I Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
3. to the Class I-B-2 Certificates, any remaining Group I Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
4. to the Class I-B-3 Certificates, any remaining Group I Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
5. to the Class I-B-4 Certificates, any remaining Group I Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
6. to the Class I-B-5 Certificates, any remaining Group I Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
7. to the Class I-B-6 Certificates, any remaining Group I Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
8. to the Class I-B-7 Certificates, any remaining Group I Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
9. to the Class I-B-8 Certificates, any remaining Group I Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero; and
10. to the Class I-B-9 Certificates, any remaining Group I Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero.
(B) For each Distribution Date on or after the related Stepdown Date, so long as a Group I Trigger Event is not in
effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows:
1. to the Class I-A Certificates, from the Group I Principal Distribution Amount, an amount equal to the Class
I-A Principal Distribution Amount will be distributed to each Class of Class I-A Certificates on a pro rata basis until the
Current Principal Amount of each such Class is reduced to zero;
2. to the Class I-B-1 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-1
Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;
3. to the Class I-B-2 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-2
Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;
4. to the Class I-B-3 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-3
Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;
5. to the Class I-B-4 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-4
Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;
6. to the Class I-B-5 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-5
Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;
7. to the Class I-B-6 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-6
Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;
8. to the Class I-B-7 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-7
Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;
9. to the Class I-B-8 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-8
Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; and
10. to the Class I-B-9 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-9
Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero.
Fourth, from any Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, pro rata in accordance with
the respective amounts owed to each such Class, an amount equal to (a) any remaining Interest Carry Forward Amount, and then (b) any
Unpaid Realized Loss Amount for such Class for such Distribution Date;
Fifth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1 Certificates, an amount equal to
(a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;
Sixth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-2 Certificates, an amount equal to
(a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;
Seventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-3 Certificates, an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;
Eighth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-4 Certificates, an amount equal to
(a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;
Ninth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-5 Certificates, an amount equal to
(a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;
Tenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-6 Certificates, an amount equal to
(a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;
Eleventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-7 Certificates, an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;
Twelfth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-8 Certificates, an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;
Thirteenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-9 Certificates, an amount
equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution
Date;
Fourteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the
initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-A
Certificates, any Basis Risk Shortfall or any Basis Risk Shortfall Carry-forward Amount (as applicable) for each such Class for such
Distribution Date, pro rata, based on the Basis Risk Shortfall or Basis Risk Shortfall Carry-forward Amount (as applicable) owed to
each such Class;
Fifteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the
initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class
I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates,
sequentially, in that order, any Basis Risk Shortfall or any Basis Risk Shortfall Carry-forward Amount (as applicable), in each case
for such Class for such Distribution Date;
Sixteenth, if the Adjustable Rate Supplemental Fund has not been terminated pursuant to Section 4.05, to the Adjustable Rate
Supplemental Fund, the lesser of (A) any remaining amounts, and (B) the amount which, when added to amounts on deposit in the
Adjustable Rate Supplemental Fund, would equal $25,000 with respect to Loan Group I;
Seventeenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-IO Certificates, the Class
I-B-IO Distribution Amount for such Distribution Date, and
Eighteenth, any remaining amounts with respect to Loan Group I to the Residual Certificates.
If on the initial Distribution Date, the amounts payable to the Class I-A Certificates and the Class I-B Certificates in
respect of the related Interest Funds for such Distribution Date is reduced due to the application of the related Net Rate Cap, the
Trustee shall transfer from amounts on deposit in the Adjustable Rate Supplemental Fund for Loan Group I for distribution to the
applicable Class or Classes of Group I Certificates on such Distribution Date, an amount equal to the lesser of (i) the amount on
deposit in the Adjustable Rate Supplemental Fund for Loan Group I, and (ii) the amount of such applicable shortfall.
All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amounts made pursuant to
the provisions of this paragraph (a) (including amounts paid from the Adjustable Rate Supplemental Fund) shall, for federal income
tax purposes, be deemed to have been distributed from REMIC III to the holder of the Class I-B-IO Certificates and then paid outside
of any 2007-AR1 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates the
holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns.
For federal income tax purposes, payment of any interest accrued at a Pass-Through Rate in excess of the Modified Net Rate
Cap, to the Class I-A Certificates and Class I-B Certificates shall be treated as paid outside of any 2007-AR1 REMIC and shall not be
part of the entitlement of the REMIC III Regular Interest the ownership of which is represented by such Class of Certificates
receiving such payment.
(b) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group II
for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit with
respect to Loan Group II therein and distributed for such Distribution Date, in the following order of priority:
First, from Interest Funds with respect to Loan Group II, to pay any accrued and unpaid interest on the Class II-A
Certificates and the Class II-B Certificates in the following order of priority:
1. to each Class of Class II-A Certificates, the Current Interest and then any Interest Carry Forward Amount
for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class;
2. to the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and Class II-B-5 Certificates, sequentially,
in that order, the Current Interest for each such Class of Certificates;
3. any Excess Spread with respect to Loan Group II to the extent necessary to meet a level of
overcollateralization equal to the Group II Overcollateralization Target Amount will be the Extra Principal Distribution
Amount with respect to Loan Group II and will be included as part of the Group II Principal Distribution Amount and
distributed in accordance with Second (A) and (B) below; and
4. any remaining Excess Spread with respect to Loan Group II will be the Remaining Excess Spread with respect
to Loan Group II and will be applied, together with the Group II Overcollateralization Release Amount, as Excess Cashflow
pursuant to clauses Third through Fourteenth below.
Second, to pay as principal on the Class II-A Certificates and Class II-B Certificates, in the following order of priority:
(A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group II Trigger Event is in
effect, from the Group II Principal Distribution Amount for such Distribution Date:
1. to each Class of Class II-A Certificates, concurrently to (i) the Class II-A-1, Class II-A-2 and Class
II-A-3 Certificates, sequentially in that order, and (ii) the Class II-A-4 Certificates, until the Current Principal Amount
of each such Class is reduced to zero;
2. to the Class II-B-1 Certificates, any remaining Group II Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
3. to the Class II-B-2 Certificates, any remaining Group II Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
4. to the Class II-B-3 Certificates, any remaining Group II Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
5. to the Class II-B-4 Certificates, any remaining Group II Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero; and
6. to the Class II-B-5 Certificates, any remaining Group II Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero.
(B) For each Distribution Date on or after the related Stepdown Date, so long as a Group II Trigger Event is not in
effect, the Group II Principal Distribution Amount with respect to Loan Group II for such Distribution Date will be
distributed as follows:
1. to the Class II-A Certificates, from the Group II Principal Distribution Amount, an amount equal to the
Class II-A Principal Distribution Amount will be distributed to each Class of Class II-A Certificates, concurrently to (i)
the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, sequentially in that order, and (ii) the Class II-A-4
Certificates, until the Current Principal Amount of each such Class is reduced to zero;
2. to the Class II-B-1 Certificates, from any remaining Group II Principal Distribution Amount, the Class
II-B-1 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;
3. to the Class II-B-2 Certificates, from any remaining Group II Principal Distribution Amount, the Class
II-B-2 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;
4. to the Class II-B-3 Certificates, from any remaining Group II Principal Distribution Amount, the Class
II-B-3 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;
5. to the Class II-B-4 Certificates, from any remaining Group II Principal Distribution Amount, the Class
II-B-4 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; and
6. to the Class II-B-5 Certificates, from any remaining Group II Principal Distribution Amount, the Class
II-B-5 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero.
Third, from any Excess Cashflow with respect to Loan Group II, to the Class II-A Certificates, pro rata, in accordance with
the respective amounts owed to each such Class an amount equal to (a) any Interest Carry Forward Amount, for each such Class to the
extent not fully paid pursuant to subclauses Second 1 above and then (b) any Unpaid Realized Loss Amount for each such Class for such
Distribution Date.
Fourth, from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-1 Certificates, an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;
Fifth, from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-2 Certificates, an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;
Sixth, from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-3 Certificates, an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;
Seventh, from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-4 Certificates, an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;
Eighth, from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-5 Certificates, an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;
Ninth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group II (only with respect to the initial
Distribution Date as described herein) and any remaining Excess Cashflow with respect to Loan Group II, to the Class II-A
Certificates, any Basis Risk Shortfall or any Basis Risk Shortfall Carry-forward Amount (as applicable) for each such Class for such
Distribution Date, pro rata, based on the Basis Risk Shortfall or Basis Risk Shortfall Carry-forward Amount (as applicable) owed to
each such Class (any such amounts distributable from Excess Cash Flow being first deposited to, and then immediately withdrawn from,
the Reserve Fund as provided in Section 4.08);
Tenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group II (only with respect to the initial
Distribution Date as described herein) and any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-1, Class
II-B-2, Class II-B-3, Class II-B-4 and Class II-B-5 Certificates, sequentially, in that order, any Basis Risk Shortfall or any Basis
Risk Shortfall Carry-forward Amount (as applicable), in each case for such Class for such Distribution Date (any such amounts
distributable from Excess Cash Flow being first deposited to, and then immediately withdrawn from, the Reserve Fund as provided in
Section 4.08);
Eleventh, if the Adjustable Rate Supplemental Fund has not been terminated pursuant to Section 4.05, to the Adjustable Rate
Supplemental Fund, the lesser of (A) any remaining amounts, and (B) the amount which, when added to amounts on deposit in the
Adjustable Rate Supplemental Fund, would equal $25,000 with respect to Loan Group II;
Twelfth, from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-IO Certificates, the Class
II-B-IO Distribution Amount for such Distribution Date;
Thirteenth, from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-IO Certificates, any
unreimbursed Class II-B-IO Advances; and
Fourteenth, any remaining amounts with respect to Loan Group II to the Residual Certificates.
If on the initial Distribution Date, the amounts payable to the Class II-A Certificates and the Class II-B Certificates in
respect of the related Interest Funds for such Distribution Date is reduced due to the application of the related Net Rate Cap, the
Trustee shall transfer from amounts on deposit in the Adjustable Rate Supplemental Fund for Loan Group II for distribution to the
applicable Class or Classes of Group II Certificates on such Distribution Date, an amount equal to the lesser of (i) the amount on
deposit in the Adjustable Rate Supplemental Fund for Loan Group II, and (ii) the amount of such applicable shortfall.
All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amounts made pursuant to
the provisions of this paragraph (b) (including amounts paid from the Adjustable Rate Supplemental Fund) shall, for federal income
tax purposes, be deemed to have been distributed from REMIC III to the holder of the Class II-B-IO Certificates and then paid outside
of any 2007-AR1 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates the
holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns.
(c) On each Distribution Date, amounts received under each Cap Contract benefiting the Group II Certificateholders and
with respect to such Distribution Date will be allocated in the following order of priority:
First, to the Holders of the related Class of Certificates, the payment of any Basis Risk Shortfall Carry-forward Amounts
for such Class to the extent not covered by the related Excess Cashflow on such Distribution Date;
Second, from any remaining amounts, to the Holders of the related Class of Certificates, the payment of any Current Interest
and Interest Carry Forward Amount for such Class to the extent not covered by Interest Funds or Excess Cashflow on such Distribution
Date;
Third, from any excess amounts available from each Cap Contract relating to the Group II Certificates, to the Holders of the
Class II-A Certificates, pro rata, and then to the Holders of the Class II-B-1, the Class II-B-2, the Class II-B-3, the Class II-B-4
and the Class I-B-5 Certificates, in that order, the payment of any Basis Risk Shortfall Carry-forward Amounts, Current Interest and
Interest Carry Forward Amounts for such Classes to the extent not paid pursuant to clauses First or Second above or covered by
related Interest Funds or related Excess Cashflow on such Distribution Date; and
Fourth, to the Class II-B-IO Certificateholders, any remaining amounts.
On each Distribution Date, amounts on deposit in the Reserve Fund for the benefit of the related Group II Certificates will
be allocated first to the Class II-A Certificates, pro rata, based on the current Realized Losses and any Unpaid Realized Loss Amount
for each such Class for such Distribution Date, and then to the Class II-B-1, the Class II-B-2, the Class II-B-3, the Class II-B-4
and the Class II-B-5 Certificates, in that order, to pay any current Realized Losses and any Unpaid Realized Loss Amount, in each
case, for such class and for such Distribution Date.
All Cap Contract Payment Amounts made with respect to Current Interest and Interest Carry Forward Amounts will be treated,
for federal income tax purposes, as reimbursable advances (“Class II-B-IO Advances”) made from the Class II-B-IO Certificateholders.
Such Class II-B-IO Advances will be paid back to the Class II-B-IO Certificateholders pursuant to Section 6.01(b).
(d) On each Distribution Date, all amounts transferred from the Class XP Reserve Account representing Prepayment Charges
in respect of the Prepayment Charge Loans in the related Loan Group received during the related Prepayment Period will be withdrawn
from the Distribution Account and distributed by the Trustee as follows: (I) with respect to the Class I-XP Certificates, (i) all
Prepayment Charges received on the Hard Prepayment Charge Loans (to the extent not waived or retained by the Servicer as set forth
herein), to the Class I-XP-2 Certificates and (ii) all other Prepayment Charges received on the Group I Mortgage Loans (to the extent
not waived or retained by the Servicer as set forth herein), to the Class I-XP-1 Certificates and (II) with respect to the Class
II-XP Certificates, all Prepayment Charges received on the Group II Mortgage Loans (to the extent not waived or retained by the
Servicer as set forth herein), to the Class II-XP Certificates. Amounts transferred to the Class XP Reserve Account shall not be
available for distribution to the holders of any other Class of Certificates.
(e) The expenses and fees of the Trust shall be paid by each of the 2007-AR1 REMICs, to the extent that such expenses
relate to the assets of each of such respective 2007-AR1 REMICs, and all other expenses and fees of the Trust shall be paid pro rata
by each of the 2007-AR1 REMICs.
Section 6.02. Allocation of Losses and Subsequent Recoveries. (a) On or prior to each Determination Date, the Servicer
shall determine the amount of any Realized Loss in respect of each Mortgage Loan that occurred during the immediately preceding
calendar month. Any Realized Losses with respect to the Mortgage Loans shall be applied 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, as provided for in Section 6.01, in reduction of the Current Principal Amount of the
Class or Classes of Certificates in the related Loan Group to the extent provided in the definition of Applied Realized Loss Amount.
(b) In addition, in the event that the Servicer receives any Subsequent Recoveries, the Servicer shall deposit such
funds into the Custodial Account pursuant to Section 4.01(a)(ii). If, after taking into account such Subsequent Recoveries, the
amount of a Realized Loss is reduced, the amount of such remaining Subsequent Recoveries will be applied to increase the Current
Principal Amount of the Class of Subordinate Certificates in the related Loan Group with the highest payment priority to which
Applied Realized Loss Amounts have been allocated, but not by more than the amount of Applied Realized Loss Amounts previously
allocated to that Class of Subordinate Certificates. The amount of any remaining Subsequent Recoveries will be applied to
sequentially increase the Current Principal Amount of the Subordinate Certificates in the related Loan Group, beginning with the
Class of Subordinate Certificates with the next highest payment priority, up to the amount of such Applied Realized Loss Amounts
previously allocated to such Class or Classes of Certificates. Holders of such Certificates will not be entitled to any payments 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. 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. The Trustee’s
calculations of payments shall be based solely on information provided to the Trustee by the 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) On each Distribution Date, 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 $25,000, or in the case of the Class B-IO
Certificates, a Notional Amount of $25,000:
(i) the Current Principal Amount or Notional Amount of each Class after giving effect (i) to all distributions
allocable to principal on such Distribution Date and (ii) the allocation of any Applied Realized Loss Amounts for such Distribution
Date;
(ii) the amount of the related distribution to the Holders of each Class allocable to principal, separately
identifying (A) the aggregate amount of any Principal Prepayments included therein, (B) the aggregate of all scheduled payments of
principal included therein and (C) the Extra Principal Distribution Amount (if any);
(iii) the Pass-Through Rate for each applicable Class of Certificates with respect to the current Accrual Period,
and, if applicable, whether such Pass-Through Rate was limited by applicable the Net Rate Cap;
(iv) the amount of such distribution to the Holders of each Class allocable to interest;
(v) the applicable accrual period dates for calculating distributions and general Distribution Dates;
(vi) with respect to each Loan Group, the total cash flows received and the general sources thereof;
(vii) the amount, if any, of fees or expenses accrued and paid, with an identification of the payee and the
general purpose of such fees including the related amount of the Servicing Fee paid to or retained by the Servicer for the related
Due Period and the Trustee Fee paid to the Trustee for the related Due Period;
(viii) the amount of any Cap Contract Payment Amount payable to the Trustee;
(ix) with respect to each Loan Group, the amount of such distribution to each Certificate allocable to interest
and, with respect to the Group II Certificates, the portion thereof, if any, provided by the Cap Contract.
(x) with respect to each Loan Group, the amount of such distribution to each Certificate allocable to interest;
(xi) the Interest Carry Forward Amount and any Basis Risk Shortfall Carry Forward Amount for each Class of
Certificates;
(xii) with respect to each Loan Group, the aggregate of the Stated Principal Balance of the related Mortgage
Loans for the following Distribution Date;
(xiii) with respect to each Loan Group, the number and Outstanding Principal Balance of the related Mortgage Loans
that were Delinquent (exclusive of any Mortgage Loan in foreclosure) in respect of which using the OTS method of calculation (A) are
30 to 59 days Delinquent, (B) are 60 to 89 days Delinquent, (C) are 90 or more days Delinquent and (D) foreclosure proceedings have
been commenced, in each case as of the close of business on the last day of the calendar month preceding such Distribution Date and
separately identifying such information for the first lien Mortgage Loans and second lien Mortgage Loans;
(xiv) with respect to each Loan Group, the amount of Monthly Advances included in the distribution on such
Distribution Date (including the general purpose of such Monthly Advances);
(xv) with respect to each Loan Group, the cumulative amount of Applied Realized Loss Amounts to date;
(xvi) unless otherwise previously reported on Form 10-D, material modifications, extensions or waivers to
Mortgage Loan terms, fees, penalties or payments during the preceding calendar month or that have become material over time;
(xvii) with respect to each Loan Group and with respect to any related Mortgage Loan that was liquidated during
the preceding calendar month, the loan number and aggregate Stated Principal Balance of, and Realized Loss on, such Mortgage Loan as
of the close of business on the Determination Date preceding such Distribution Date;
(xviii) with respect to each Loan Group, the total number and principal balance of any real estate owned or REO
Properties as of the last day of the calendar month preceding such Distribution Date;
(xix) with respect to each Loan Group, the three month rolling average of the percent equivalent of a fraction,
the numerator of which is the aggregate Stated Principal Balance of the Mortgage Loans that are 60 days or more Delinquent or are in
bankruptcy or foreclosure or are REO Properties, and the denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans in each case as of the close of business on the last day of the calendar month preceding such Distribution Date and
separately identifying such information for the first lien Mortgage Loans;
(xx) with respect to each Loan Group, the Realized Losses during the related Prepayment Period and the
cumulative Realized Losses through the end of the preceding month;
(xxi) with respect to each Loan Group, whether a Trigger Event exists;
(xxii) updated pool composition data including the weighted average mortgage rate and weighted average remaining
term;
(xxiii) with respect to each Loan Group, information regarding any new issuance of securities backed by the same
asset pool, any pool asset changes, such as additions or removals of Mortgage Loans from the Trust Fund, if applicable;
(xxiv) unless otherwise previously reported on Form 10-D, any material changes in the solicitation,
credit-granting, underwriting, origination, acquisition or Mortgage Loan selection criteria or procedures, as applicable, used to
originate, acquire or select Mortgage Loans for the Trust Fund;
(xxv) the special hazard amount, fraud loss amount and bankruptcy amount, if applicable, as of the close of
business on the applicable Distribution Date and a description of any change in the calculation of these amounts; and
(xxvi) the amount of the distribution made on such Distribution Date to the Holders of the Class XP Certificates
allocable to the Prepayment Charges.
(b) The Depositor covenants that if there is a material change in the solicitation, credit-granting, underwriting,
origination, acquisition or Mortgage Loan selection criteria or procedures, as applicable, used to originate, acquire or select
Mortgage Loans for the Trust Fund it will notify the Trustee five (5) calendar days before each Distribution Date, and if no such
notification occurs, the Trustee has no obligation to report with respect to (w). The Depositor covenants to the Trustee that there
will be no new issuance of securities backed by the same asset pool, so the Trustee will only be responsible in (v) above for
reporting any pool asset changes, such as additions or removals of Mortgage Loans from the Trust Fund.
(c) 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 Servicer. The Trustee may conclusively rely on such information
and shall not be required to confirm, verify or recalculate any such information.
(d) The Trustee may make available each month, to any interested party, the monthly statement to Certificateholders via
the Trustee’s website initially located at “xxx.xxxxxxx.xxx.” Assistance in using the website can be obtained by calling the
Trustee’s customer service desk at (000) 000-0000. 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.
(e) Within a reasonable period of time after the end of the preceding calendar year beginning in 2008, the Trustee will
furnish upon request a 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)(i) and (a)(ii) above with respect to the Certificates, plus information 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 pursuant to the requirements of the Code.
Section 6.05. Monthly Advances. If the interest portion of the Scheduled Payment on a Mortgage Loan that was due on a
related Due Date is delinquent other than as a result of application of the Relief Act and exceeds the amount deposited in the
Custodial Account which will be used for an advance with respect to such Mortgage Loan, the Servicer will deposit in the Custodial
Account not later than the Distribution Account Deposit Date immediately preceding the related Distribution Date an amount equal to
such deficiency, net of the Servicing Fee for such Mortgage Loan, except to the extent the Servicer determines any such advance to be
a Nonrecoverable Advance. If the Servicer deems an advance to be a Nonrecoverable Advance, on the Distribution Account Deposit Date,
the Servicer shall present an Officer’s Certificate to the Trustee (i) stating that the Servicer elects not to make a Monthly Advance
in a stated amount and (ii) detailing the reason it deems the advance to be a Nonrecoverable Advance.
Notwithstanding the foregoing, the amount of such deposit may be reduced by the Amount Held for Future Distribution (as
defined below) then on deposit in the Custodial Account. Any portion of the Amount Held for Future Distribution used to pay Monthly
Advances shall be replaced by the Servicer by deposit into the Custodial Account on any future Distribution Account Deposit Date to
the extent that the funds that are available in the Custodial Account on such Distribution Account Deposit Date are less than the
amount of payments required to be made by the Servicer on such Distribution Account Deposit Date.
The “Amount Held for Future Distribution” as to any Distribution Account Deposit Date shall be the total of the amounts held
in the Custodial Account at the close of business on the preceding Determination Date which were received after the Cut-off Date on
account of (i) Liquidation Proceeds, Insurance Proceeds, and Principal Prepayments received or made in the month of such Distribution
Account Deposit Date, and (ii) payments which represent early receipt of scheduled payments of interest due on a date or dates
subsequent to the related Due Date.
Section 6.06. Compensating Interest Payments. The Servicer shall deposit in the Custodial Account not later than each
Distribution Account Deposit Date an amount equal to the lesser of (i) the sum of the aggregate amounts required to be paid by the
Servicer under this Agreement with respect to subclauses (a) and (b) of the definition of Interest Shortfall with respect to the
Mortgage Loans for the related Distribution Date and (ii) the Servicing Fee for such Distribution Date (such amount, the
“Compensating Interest Payment”). The Servicer shall not be entitled to any reimbursement of any Compensating Interest Payment.
Compensating Interest Payments will be allocated to each Loan Group, on a pro rata basis, based on the respective amounts determined
by clause (i) of this Section 6.06.
Section 6.07. Distributions on REMIC Regular Interests.
(a) On each Distribution Date, the Trustee shall be deemed to distribute to itself on behalf of REMIC III as the holder
of the REMIC I Regular Interests and the REMIC II Regular Interests, those portions of the REMIC I Distribution Amount not designated
to Component I of the Class R Certificates and those portions of the REMIC II Distribution Amount not designated to Component II of
the Class R Certificates, in the amounts and in accordance with the priorities set forth in the definitions of REMIC I Distribution
Amount and REMIC II Distribution Amount, respectively.
(b) On each Distribution Date the Trustee shall be deemed to distribute the REMIC III Distribution Amount to: (i) the
holders of each Class of Certificates (other than the Class R, Class R-X, Class B-IO and Class XP Certificates), as the holders of
the REMIC III Regular Interests (other than REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P) and (ii) to
itself on behalf of REMIC IV, as the holder of REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P, in the
amounts and in accordance with the priorities set forth in the definition of REMIC III Distribution Amount.
(c) On each Distribution Date, the Trustee shall be deemed to distribute to the holders of the Class I-B-IO Certificates
and the Class II-B-IO Certificates, as the holders of REMIC IV Regular Interests I-B-IO and II-B-IO, respectively, the amounts set
forth in the definition of REMIC IV Distribution Amount.
(d) Notwithstanding the deemed distributions on the REMIC Regular Interests described in this Section 6.07,
distributions of funds from the Certificate Account shall be made only in accordance with Section 6.01.
ARTICLE VII
The Servicer
Section 7.01. Liabilities of the Servicer. The 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 Servicer.
(a) The 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 Servicer may be merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer, shall be the
successor of the 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 Trustee.
(a) The 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 or the Certificates or the powers of attorney delivered by the Trustee hereunder (i) related to the 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 Servicer’s willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided,
in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Indemnified
Person shall have given the Servicer and the Depositor written notice thereof promptly after the Indemnified Person shall have with
respect to such claim or legal action knowledge thereof. The Trustee’s failure to give any such notice shall not affect the
Indemnified Person’s right to indemnification hereunder, except to the extent the Servicer is materially prejudiced by such failure
to give notice. This indemnity shall survive the resignation or removal of the 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 Servicer’s indemnification pursuant to Section 7.03(a).
Section 7.04. Limitations on Liability of the Servicer and Others. Subject to the obligation of the Servicer to
indemnify the Indemnified Persons pursuant to Section 7.03:
(a) Neither the Servicer nor any of the directors, officers, employees or agents of the 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 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 Servicer and any director, officer, employee or agent of the 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 Servicer, the Custodian and any director, officer, employee or agent of the 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 or the Certificates, other
than (i) any such loss, liability or expense related to the 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 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 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 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 Servicer shall be entitled to be reimbursed
therefor out of the Custodial Account as provided by Section 4.02. Nothing in this Section 7.04(d) shall affect the Servicer’s
obligation to service and administer the Mortgage Loans in accordance with this Agreement.
(e) In taking or recommending any course of action pursuant to this Agreement, unless specifically required to do so
pursuant to this Agreement, the 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.
Section 7.05. Servicer Not to Resign. Except as provided in Section 7.07, the 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 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 Servicer shall become effective until the Trustee or a successor to the Servicer reasonably satisfactory to the
Trustee shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02. The Trustee shall
notify the Rating Agencies upon notice of the resignation of the Servicer.
Section 7.06. Successor Servicer. In connection with the appointment of any successor servicer or the assumption of the
duties of the Servicer, the Depositor or the Trustee may make such arrangements for the compensation of such successor servicer out
of payments on the Mortgage Loans as the Depositor or the Trustee and such successor servicer shall agree. If the successor servicer
does not agree that such market value is a fair price, such successor 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 servicer may not exceed the compensation which the Servicer would have been entitled to retain if the Servicer had
continued to act as Servicer hereunder.
Section 7.07. Sale and Assignment of Servicing. The Servicer may sell and assign its rights and delegate its duties and
obligations in its entirety as Servicer under this Agreement and the Depositor may terminate the Servicer without cause and select a
new Servicer; 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 Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less than
$10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to
the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form
and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance
and observance of each covenant and condition to be performed or observed by it as 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 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 Servicer and the Trustee; (iii) the Servicer assigning and
selling the 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; and (iv) in the event the Servicer is terminated without cause by the
Depositor, the Depositor shall pay the terminated Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance
of the Mortgage Loans at the time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment
or delegation shall affect any rights or liability of the 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 Servicer:
(i) The Servicer fails to cause to be deposited in the Distribution Account any amount so required to be
deposited pursuant to this Agreement (other than a Monthly Advance), and such failure continues unremedied for a period of three
Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to
the Servicer; or
(ii) The 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 (other than its obligations under Sections 3.16, 3.17 and 3.18), 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
Servicer by the Trustee or to the 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 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 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 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 Servicer or substantially all
of its property; or the 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 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;
(vi) The Servicer fails to cause to be deposited in the Distribution Account any Monthly Advance (other than a
Nonrecoverable Advance) by 5:00 p.m. New York City time on the Distribution Account Deposit Date; or
(vii) The Servicer fails to comply with Sections 3.16, 3.17 or 3.18 herein.
In each and every such case, so long as such Event of Default with respect to the 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 Servicer (and to the Trustee if given by such Certificateholders), with a
copy to the Rating Agencies, and with the consent of the Company, may terminate all of the rights and obligations (but not the
liabilities) of the Servicer under this Agreement and in and to the Mortgage Loans and/or the REO Property serviced by the Servicer
and the proceeds thereof. Upon the receipt by the Servicer of the written notice, all authority and power of the 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 pursuant to this Section 8.01; and, without limitation,
the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Trustee in effecting the termination of the Servicer’s
rights and obligations hereunder, including, without limitation, the transfer to the Trustee 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 Servicer reasonably requested by the Trustee to enable it to assume the 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
Servicer under this Agreement, the 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 Servicer shall not affect any obligations
incurred by the Servicer prior to such termination.
Notwithstanding the foregoing, if an Event of Default described in clause (vi) of this Section 8.01 shall occur, the Trustee
shall, by notice in writing to the Servicer, which may be delivered by telecopy, immediately terminate all of the rights and
obligations of the 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 shall act as provided
in Section 8.02 to carry out the duties of the 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 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 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 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 Servicer in its capacity under this Agreement and the transactions set forth or provided for herein
and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto
placed on the Servicer by the terms and provisions hereof; provided, however, it is understood and acknowledged by the parties hereto
that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to
the Trustee or any other successor Servicer; and provided, further, that the Trustee shall have the right to select a successor
Servicer; provided further, however, that the Trustee shall have no obligation whatsoever with respect to any liability (other than
advances deemed recoverable and not previously made) incurred by the Servicer at or prior to the time of termination. As
compensation therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Servicer would have been
entitled to retain if the Servicer had continued to act hereunder, except for those amounts due the 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 Xxxxxx Mae- or Xxxxxxx Mac-approved
Servicer, and with respect to a successor to the Servicer only, having a net worth of not less than $10,000,000, as the successor to
the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the 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 Servicer. Pending appointment of a successor to the Servicer
hereunder, the Trustee 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 Servicer would have been entitled to if the 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 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 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 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 servicer.
(c) To the extent that the costs and expenses of the Trustee related to any termination of the Servicer, appointment of
a successor Servicer or the transfer and assumption of servicing by the Trustee with respect to this 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, but not limited to, 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
this Agreement) are not fully and timely reimbursed by the terminated Servicer, the Trustee shall be entitled to reimbursement of
such costs and expenses from the Distribution Account.
Section 8.03. Notification to Certificateholders. Upon any termination or appointment of a successor to the Servicer,
the Trustee shall give prompt written notice thereof to the Certificateholders at their respective addresses appearing in the
Certificate Register and to the Rating Agencies.
Section 8.04. Waiver of Defaults. The Trustee shall give prompt written notice thereof 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 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, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement as
duties of the Trustee. 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 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, that 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 and the Adjustable Rate Supplemental Fund as provided in Sections 6.01 and
10.01 herein.
(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) The Trustee shall not in any way be liable by reason of any insufficiency in any Account held by the
Trustee or any Account held in the name of the 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);
(vii) 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;
(viii) None of the Trustee, the Servicer, the Depositor or the Custodian 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
(ix) 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 Servicer under this 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 Servicer in accordance with
the terms of this Agreement.
(e) All funds received by the Servicer and the Trustee and required to be deposited into any Account pursuant to this
Agreement will be promptly so deposited by the Servicer or the Trustee, as applicable.
(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:
(a) The Trustee may rely and shall be protected in acting or refraining from acting in reliance on any resolution,
certificate of the Depositor 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;
(b) 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;
(c) 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;
(d) 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;
(e) 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;
(f) 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 (other than the Custodian) to
perform its custodial functions with respect to the Mortgage Files or paying agent functions under this Agreement without the express
written consent of the Servicer, which consent will not be unreasonably withheld. The Trustee shall not be liable or responsible for
(i) the misconduct or negligence of any of the Trustee’s agents or attorneys or a custodian or paying agent appointed hereunder by
the Trustee with due care and, when required, with the consent of the Servicer or (ii) any acts or omissions of the Servicer (unless
the Trustee has assumed the obligations of the Servicer pursuant to the provision of this Agreement);
(g) Should the Trustee deem the nature of any action required on its part, other than a payment or transfer by the
Trustee under 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;
(h) 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;
(i) 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 Section 9.07; and
(j) Neither the Trustee nor the Servicer shall have any duty to conduct any affirmative investigation as to the
occurrence of any condition requiring the repurchase of any Mortgage Loan by the Sponsor pursuant to this Agreement, the Mortgage
Loan Purchase Agreement 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 the Trustee shall not have any responsibility for their correctness. The Trustee makes no 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; provided, however, that the foregoing shall not relieve
the Trustee of the obligation to review the Mortgage Files pursuant to Sections 2.02 and 2.04. The Trustee’s signature and
countersignature (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 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 other than any continuation statements filed by the Trustee pursuant to Section 3.19.
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 the Trustee
and may otherwise deal with the parties hereto.
Section 9.05. Trustee’s Fees and Expenses. The Trustee will be entitled to receive a fee (the “Trustee Fee”) as
compensation for the performance of its activities hereunder equal to 1/12 of the Trustee Fee Rate multiplied by the Stated Principal
Balance of each Mortgage Loan as of the Due Date in the month preceding the month in which the related Distribution Date occurs. The
Trustee will also be entitled to all income and gain realized from any investment of funds in the Distribution Account, pursuant to
Article IV, as compensation for the performance of its activities hereunder. In addition, the Trustee will be entitled to recover
from the Distribution Account pursuant to Section 4.04 all reasonable out-of-pocket expenses, disbursements and advances and the
expenses of the Trustee in connection with any Event of Default, any breach of this Agreement or any claim or legal action (including
any pending or threatened claim or legal action) incurred or made by or against the Trustee or in connection with the administration
of the trusts hereunder by the Trustee (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. 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 Xxxxx’x with respect to any outstanding long-term
unsecured unsubordinated debt, and, in the case of a successor Trustee or 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 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
the resigning 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, 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 quintuplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the
Depositor, the Servicer and the Trustee so removed and the successor so appointed. In the event that the Trustee 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 hereunder to a successor Trustee, in excess of the amount paid hereunder 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 its receipt of payment in full 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, to the Rating Agencies. The Company shall pay the cost of any mailing by the successor Trustee.
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 Trustee 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, delivery of notice 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.
(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 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 2007-AR1 REMIC shall be a calendar year and the Trustee
shall maintain or cause the maintenance of the books of each such 2007-AR1 REMIC on the accrual method of accounting.
(b) It is intended that the portion of the Trust Fund consisting of the Trust’s interest in the Cap Contracts be
classified for federal income tax purposes as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code, of
which the Class II-B-IO Certificateholders are owners, rather than as an association taxable as a corporation. The powers granted and
obligations undertaken in this Agreement shall be construed so as to further such intent.
(c) The Trustee shall prepare, sign and file or cause to be filed with the Internal Revenue Service all Federal tax
information returns or elections required to be made hereunder with respect to each 2007-AR1 REMIC, the Trust Fund (including the
portion of the Trust Fund classified as a grantor trust as noted in Section 9.12(b)) 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 furnish
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 mortgaged
property that is abandoned or foreclosed, receipt of mortgage interests in kind in a trade or business, a cancellation of
indebtedness, interest, original issue discount and market discount or premium (assuming a constant rate of prepayment on the
Mortgage Loans of 25%). The Trustee will apply for an Employee Identification Number from the IRS under Form SS-4 or any other
acceptable method for all tax entities (including each 2007-AR1 REMIC and the portion of the Trust Fund classified as a grantor trust
as noted in Section 9.12(b)). In connection with the foregoing, the Trustee shall timely prepare and file, and the Trustee shall
upon the written instruction of the Trustee sign, IRS Form 8811, which shall provide the name and address of the person who can be
contacted to obtain information required to be reported to the holders of regular interests in each 2007-AR1 REMIC (the “REMIC
Reporting Agent”). The Trustee shall make elections to treat each 2007-AR1 REMIC as a REMIC and the portion of the Trust Fund
consisting of the Trust’s interest in the Cap Contracts as a grantor trust (which elections shall apply to the taxable period ending
January 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 largest percentage interest in the Class R Certificates is hereby designated as
the “Tax Matters Person” (within the meaning of Treas. Reg. §§1.860F-4(d)) for each of REMIC I, REMIC II and REMIC III. The Holder
of the largest percentage interest in the Class R-X Certificates is hereby designated as the “Tax Matters Person” (within the meaning
of Treas.
Reg. §§1.860F-4(d)) for REMIC IV. 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 2007-AR1 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 the largest percentage interest in 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.
(d) 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).
(e) 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 2007- AR1 REMIC or the Trust Fund.
(f) The Trustee shall request certification acceptable to the Trustee to enable the Trust to make payments on the Class
II-B-IO Certificates without withholding or backup withholding taxes. Each Class II-B-IO Certificateholder shall provide the
appropriate tax certification requested pursuant to this paragraph and to update or replace such form or certification in accordance
with its terms or its subsequent amendments and consents to the delivery by the Trustee to the Cap Counterparty of any such
certification. Such certification may include Form W-8BEN, Form W-8IMY, Form W-9 or Form W-8ECI or any successors to such IRS forms.
Any purported sales or transfers of any Class II-B-IO Certificate to a transferee which does not comply with these requirements shall
be deemed null and void under this Agreement.
(g) The Trustee, on behalf of the Trust, (i) shall authorize, execute and deliver a United States Internal Revenue
Service Form W-9 or successor applicable form, or other appropriate United States tax forms as may be required to prevent withholding
or backup withholding taxes on payments to the Trust under the Cap Contracts, to the Cap Counterparty on or before the first payment
date under the Cap Contracts and thereafter prior to the expiration or obsolescence of such form and (ii) shall, if requested by the
Cap Counterparty and permitted to do so by the Class II-B-IO Certificateholders, deliver to the Cap Counterparty promptly upon
receipt each certification received from the Class II-B-IO Certificateholders pursuant to Section 9.12(f).
(h) Notwithstanding any other provision of this Agreement, the Trustee shall comply with all federal withholding
requirements respecting payments to Certificateholders, 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
interest, original issue discount or other payments 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.
(i) The Trustee agrees 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 Servicer, as a result of a
breach of the Trustee’s covenants set forth in this Section 9.12.
ARTICLE X
Termination
Xxxxxxx 00.00. Xxxxxxxxxxx Xxxx Xxxxxxxxxx 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 Trustee and the
Servicer 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 in each
of Loan Group I and Loan Group II (which repurchase of the Group I Mortgage Loans and the Group II Mortgage Loans may occur on
separate dates) and all related REO Property remaining in the Trust at a price (the “Termination Purchase Price”) equal to the sum of
(a) 100% of the Outstanding Principal Balance of each Mortgage Loan in such Loan Group (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 on the Mortgage Loans
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 Servicer, including unreimbursed servicing advances and the interest portion of any unreimbursed Monthly Advances, made
on the related Mortgage Loans prior to the exercise of such repurchase right, (d) any costs and damages incurred by the Trust in
connection with any violation of any predatory or abusive lending laws with respect to a Mortgage Loan, and (e) any unreimbursed
costs and expenses of the Servicer, the Custodian and the Trustee payable pursuant to Section 9.05 or Section 7.04(c);
(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 expiration of 21 years from the death of
the last survivor of the descendants of Xxxxxx X. Xxxxxxx, 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 a Loan Group described in Section
10.01(a)(i) above shall be exercisable only if (i) the Stated Principal Balance of the Mortgage Loans in such Loan Group at the time
of any such repurchase is less than 10% of the Cut-off Date Balance of such Mortgage Loans or (ii) the Depositor, based upon an
Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any 2007-AR1 REMIC 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 any 2007-AR1 REMIC at any time, and upon such election, the
Depositor or its designee, shall purchase in accordance with Section 10.01(a)(i) above all the assets of the Trust Fund.
(d) The Trustee shall give notice of any termination to the Certificateholders, with a copy to the Servicer 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 15th 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 Corporate Trust 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 Corporate
Trust Office of the Trustee therein specified.
(e) If the option of the Depositor to repurchase or cause the repurchase of all the Group I Mortgage Loans or the Group
II Mortgage Loans and the related assets of each such Loan Group described in Section 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 related Certificates by
the related Certificateholders, the Trustee shall distribute to such Certificateholders from amounts then on deposit in the
Distribution Account an amount determined as follows: with respect to each related Certificate (other than the Residual Certificates
and the related Class XP Certificates), the outstanding Current Principal Amount, plus with respect to each such Certificate (other
than the Residual Certificates and the related Class XP Certificates), one month’s interest thereon at the applicable Pass-Through
Rate; and with respect to the Residual Certificates and the related Class XP 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 (other than the Residual Certificates and the related Class XP Certificates). If the proceeds with
respect to the Mortgage Loans are not sufficient to pay all of the related Certificates in full (other than the Residual Certificates
and the related Class XP Certificates), any such deficiency will be allocated first, to the related Class B Certificates, in inverse
order of their numerical designation, and then to the related Senior Certificates, on a pro rata basis. Upon deposit of the required
repurchase price and following such final Distribution Date for the related Certificates, the Trustee shall release promptly (or
cause the Custodian to release) to Depositor and/or its designee the Mortgage Files for the remaining applicable 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 Section 10.01(g). Any other amounts remaining
in the Accounts will belong to the Depositor.
(f) In the event that this Agreement is terminated by reason of the payment or liquidation of all Mortgage Loans or the
disposition of all property acquired with respect to all Mortgage Loans under Section 10.01(a)(ii) above, the Servicer shall deliver
to the Trustee for deposit in the Distribution Account all distributable amounts remaining in the Custodial Account. Upon the
presentation and surrender of the Certificates, the Trustee shall distribute to the remaining Certificateholders, in accordance with
their respective interests, all distributable amounts remaining in the Distribution Account. Upon deposit by the 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 Custodial Account 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 Section 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.
(h) The designee of the Depositor, if it is not an affiliate of the Depositor, shall be deemed to represent that one of
the following will be true and correct: (i) the exercise of the optional termination right set forth in Section 10.01 shall not
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or (ii) such designee is (A) not a party in
interest with respect to any Plan and (B) is not a “benefit plan investor” (other than a plan sponsored or maintained by the
Depositor or such designee, as the case may be, provided that no assets of such plan are invested or deemed to be invested in the
Certificates). If the holder of the optional termination right is unable to exercise such option by reason of the preceding sentence,
then the Depositor may exercise such option.
Section 10.02. Additional Termination Requirements. (a) If the option of the Depositor to repurchase the Mortgage Loans
under Section 10.01(a)(i) above is exercised with respect to all of the Mortgage Loans, the Trust Fund and each 2007-AR1 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 (which opinion shall not be at the expense of 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 each 2007-AR1 REMIC or (ii) cause any 2007-AR1 REMIC to fail to qualify as a
2007-AR1 REMIC at any time that any Certificates are outstanding:
(i) within 90 days prior to the final Distribution Date, at the written direction of Depositor, the Trustee, as
agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2007-AR1 REMIC in the case of a
termination under Section 10.01(a)(i). Such plan, which shall be provided to the Trustee by Depositor, shall meet the requirements of
a “qualified liquidation” under Section 860F of the Code and any regulations thereunder.
(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; and
(iii) at or after the time of adoption of such a plan of complete liquidation of any 2007-AR1 REMIC and at or
prior to the final Distribution Date, the Trustee shall sell for cash all of the assets of the Trust to or at the direction of the
Depositor, and each 2007-AR1 REMIC, shall terminate at such time.
(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 2007-AR1 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 2007-AR1 REMIC. Upon complete liquidation or final distribution of
all of the assets of the Trust Fund, the Trust Fund and each 2007-AR1 REMIC shall terminate.
ARTICLE XI
Miscellaneous Provisions
Section 11.01. Intent of Parties. The parties intend that each 2007-AR1 REMIC 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. Notwithstanding any
other express or implied agreement to the contrary, the Sponsor, the Servicer, the Trustee, the Depositor, each recipient of the
related Prospectus Supplement and, by its acceptance thereof, each holder of a Certificate, agrees and acknowledges that each party
hereto has agreed that each of them and their employees, representatives and other agents may disclose, immediately upon commencement
of discussions, to any and all persons the tax treatment and tax structure of the Certificates and the 2007-AR1 REMICs, the
transactions described herein and all materials of any kind (including opinions and other tax analyses) that are provided to any of
them relating to such tax treatment and tax structure. For purposes of this paragraph, the terms “tax treatment” and “tax structure”
have the meanings set forth in Treasury Regulation Sections 1.6011-4(c), 301.6111-2(c) and 301.6112-1(d).
Section 11.02. Amendment.
(a) This Agreement may be amended from time to time by the Company, the Depositor, the Servicer and the Trustee, without
notice to or the consent of any of the Certificateholders to (i) cure any ambiguity, (ii) correct or supplement any provisions herein
that may be defective or inconsistent with any other provisions herein, (iii) conform any provisions herein to the provisions in the
Prospectus, (iv) comply with any changes in the Code, (v) to revise or correct any provisions to reflect the obligations of the
parties to this Agreement as they relate to Regulation AB or (vi) 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 with
respect to clauses (iv) and (vi) of this Section 11.02(a), 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; provided, further, that
with respect to clauses (iv) and (vi) of this Section 11.02(a), the Trustee may request an Opinion of Independent Counsel, addressed
to the Trustee (but not at the expense of the Trustee), to the effect that such amendment will not cause any REMIC created under this
Agreement to fail to qualify as a REMIC at any time that any Certificate is outstanding.
(b) This Agreement may also be amended from time to time by the Company, the Servicer, the Depositor and the Trustee,
with the consent of the Holders of the Certificates evidencing not less than 51% of the aggregate outstanding Certificate Principal
Balance of the Certificates included in the Loan Group affected thereby (or, of each Class of Certificates evidencing not less than
51% of the aggregate outstanding Certificate Principal Balance of each Class affected thereby, 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 2007-AR1 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 11.02(b), Certificates registered in the name of or held for the benefit of the Depositor, the 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 and the Trustee, and the Trustee shall provide a copy of
such amendment or notice to the Rating Agencies.
(d) In the case of an amendment under Section 11.02(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. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties
or immunities under this Agreement.
Section 11.03. Recordation of Agreement. To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in
which any 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 11.04. 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 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 11.04, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.
Section 11.05. 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 11.05.
(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 none of the Trustee, the Depositor, the 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 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 Servicer or any Affiliate thereof shall be disregarded, except as otherwise provided in Section 11.02(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 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 Servicer, as the
case may be.
Section 11.06. 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 NEW YORK 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 11.07. 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, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Vice President-Servicing,
telecopier number: (000) 000-0000, 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 Company, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Vice President
- Servicing, telecopier number: (000) 000-0000, or to such other address as may hereafter be furnished to the other parties hereto
in writing; (iv) in the case of the Servicer, 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000, Attention: Bear Xxxxxxx Mortgage
Funding 2007-AR1, telecopier number: (000) 000-0000, or such other address as may hereafter be furnished to the other parties hereto
in writing; (v) in the case of the Rating Agencies, Xxxxx’x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other address or
telecopy number as may be furnished to the other parties hereto in writing. Any notice delivered to the Depositor, the 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 11.08. 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 11.09. 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 11.10. 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 11.11. 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 11.12. 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;
2. The occurrence of any Event of Default that has not been cured;
3. The resignation or termination of the Servicer or the Trustee;
4. The repurchase or substitution of any Mortgage Loans;
5. The final payment to Certificateholders; and
6. Any change in the location of the Custodial Account or the Distribution Account.
Section 11.13. Use of Subservicers and Subcontractors.
(a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations
of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section.
The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or
otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this
Agreement unless the Servicer complies with the provisions of paragraph (d) of this Section.
(b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the
Depositor to comply with the provisions of this Section and with Sections 3.16 and 3.17 to the same extent as if such Subservicer
were the Depositor. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any Annual
Statement of Compliance required to be delivered by such Subservicer under Section 3.16(a), any Assessment of Compliance and
Attestation Report required to be delivered by such Subservicer under Section 3.17 and any Annual Certification required under
Section 3.16(b) as and when required to be delivered.
(c) The Servicer shall promptly upon request provide to the Depositor (or any designee of the Depositor, such as an
administrator) a written description (in form and substance satisfactory to the Depositor) of the role and function of each
Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if
any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii)
which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any
Subservicer) for the benefit of the Depositor to comply with the provisions of Sections 3.01 to the same extent as if such
Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the
Depositor any Assessment of Compliance and Attestation Report and other certificates required to be delivered by such Subservicer and
such Subcontractor under Section 3.17, in each case as and when required to be delivered.
IN WITNESS WHEREOF, the Depositor, the Trustee, the Servicer, the Sponsor 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.
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as Depositor
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
EMC MORTGAGE CORPORATION, as Servicer and Company
By: /s/ Xxxxxxx Xxxxxxx, Xx.
Name: Xxxxxxx Xxxxxxx, Xx.
Title: Executive Vice President
Accepted and Agreed as to
Sections 2.01, 2.02, 2.03, 2.04, 2.07 and 9.09(c)
in its capacity as Sponsor
EMC MORTGAGE CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 31st day of January, 2007 before me, a notary public in and for said State, personally appeared Xxxx Xxxxxxxx, 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.
/s/ Xxxxxxxx Xxxxx
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXX )
On the 31st day of January, 2007 before me, a notary public in and for said State, personally appeared Xxxxxx Xxxxxx, known
to me to be a Vice President of Xxxxx Fargo Bank, National Association, 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.
/s/ Xxxxxxxx Xxxxxxxxxx
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 31st day of January 2007 before me, a notary public in and for said State, personally appeared Xxxxxxx Xxxxxxx, known
to me to be Senior Vice President of EMC Mortgage Corporation, the corporation that executed the within instrument, and also known to
me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
/s/ Xxxxx X. Xxxxxxx
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 31st of January, 2007 before me, a notary public in and for said State, personally appeared Xxxxxxx Xxxxxxx, Xx.,
known to me to be Executive Vice President of EMC Mortgage Corporation, the corporation that executed the within instrument, and also
known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
/s/ Xxxxx X. Xxxxxxx
Notary Public
[Notarial Seal]
EXHIBIT A-1
FORM OF CLASS [I][II]-A CERTIFICATE
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, AS AMENDED (THE "CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND REALIZED LOSSES ALLOCATED HERETO AND INCREASED TO THE EXTENT OF NET DEFERRED
INTEREST ALLOCATED HERETO AS SET FORTH IN THE AGREEMENT. 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 IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Variable Pass-Through Rate
Class [I][II]-A-[1][2][3][4]
[Super]Senior[Support]
Aggregate Initial Current Principal Amount of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
January 1, 2007 $___________
First Distribution Date: Initial Current Principal Amount of this Certificate as
February 25, 2007 of the Cut-off Date: $____________
Servicer: CUSIP: _____________
EMC Mortgage Corporation
Assumed Final Distribution Date:
[January][February] 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR1
evidencing a fractional undivided interest in the distributions allocable to the Class
[I][II]-A-[1][2][3][4] Certificates with respect to a Trust Fund consisting primarily
of a pool of adjustable interest rate mortgage loans secured by first liens on one- to
four-family residential properties (the "Mortgage Loans") and 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 an interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"),
the 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 XXXX XX, the Servicer or the Trustee or any of their affiliates or any other person. None of XXXX
XX, the 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 the Mortgage Loans sold by XXXX XX.
The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC will act as servicer of
the Mortgage Loans (the "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 XXXX XX, as depositor (the "Seller"), EMC
and Xxxxx Fargo Bank, National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the Current
Principal Amount hereof at a per annum rate equal to the Pass-Through Rate set forth 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 Business Day prior to the related Distribution Date, an amount equal to the
product of the Fractional Undivided Interest evidenced by this Certificate and the amount (of interest,
if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled
maturity date of any Mortgage Loan and is not likely to be the date on which the 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
Realized Losses allocated hereto and will be increased to the extent of Net Deferred Interest allocated
thereto, in each case, as set forth in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that the Trustee 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: (i) the amendment
thereof and the modification of the rights and obligations of the Seller, the Servicer and the Trustee
and the rights of the Certificateholders under the Agreement from time to time by the Seller, the
Servicer and the Trustee, and (ii) the amendment thereof by the Servicer 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 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 will be registered 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 Seller, the 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 Seller, the 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 (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Stated Principal Balance of
the Mortgage Loans in a Loan Group at the time of any such repurchase is less than 10% of the Cut-off
Date Balance of such Mortgage Loans or (ii) the Depositor, based upon an Opinion of Counsel addressed to
the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has
been lost or that a substantial risk exists that such REMIC status will be lost for the then-current
taxable year. 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 expiration of 21 years
after the death of certain persons identified in 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: January 31, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [I][II]-A-[1][2][3][4] Certificates referred to in the
within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, 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 Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
____________________________________________
Signature by or on behalf of assignor
____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
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 __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-2
[RESERVED]
EXHIBIT A-3
FORM OF CLASS I-B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS I-A CLASS CERTIFICATES
[AND CLASS [I-B-[1][2][3][4][5][6][7][8] 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, AS AMENDED (THE "CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND REALIZED LOSSES ALLOCATED HERETO AND INCREASED TO THE EXTENT OF NET DEFERRED
INTEREST ALLOCATED HERETO AS SET FORTH IN THE AGREEMENT. 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 IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS I-B-[1][2][3][4][5][6][7][8][9] 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) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY S&P
AND XXXXX'X, (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY
PLAN 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
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No. 1 Variable Pass-Through Rate
Class I-B-[1][2][3][4][5][6][7][8][9] Subordinate
Aggregate Initial Current Principal Amount of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
January 1, 2007 $______________
First Distribution Date: Initial Current Principal Amount of this Certificate as
February 25, 2007 of the Cut-off Date: $_____________
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
January 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR1
evidencing a fractional undivided interest in the distributions allocable to the Class
I-B-[1][2][3][4][5][6][7][8][9] Certificates with respect to a Trust Fund
consisting primarily of a pool of adjustable interest rate mortgage loans secured by
first liens on one- to four-family residential properties (the "Mortgage Loans") and
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 an interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"),
the 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 XXXX XX, the Servicer or the Trustee or any of their affiliates or any other person. None of XXXX
XX, the 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
the Mortgage Loans sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
XXXX XX. EMC will act as servicer of the Mortgage Loans (the "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
XXXX XX, as depositor (the "Seller"), EMC and Xxxxx Fargo Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the Current
Principal Amount hereof at a per annum rate equal to the Pass-Through Rate set forth 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 Business Day prior to the related Distribution Date, an amount equal to the
product of the Fractional Undivided Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of
any Mortgage Loan and is not likely to be the date on which the 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
Realized Losses allocated hereto and will be increased to the extent of Net Deferred Interest allocated
thereto, in each case, as set forth in the Agreement.
Each beneficial owner of a Class I-B-[1][2][3][4][5][6][7][8][9] 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) such Certificate is rated at least "BBB-" or its
equivalent by S&P and Xxxxx'x, (ii) it is not a plan subject to Title I of the Employee Retirement
Security Investment Act of 1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing
with "plan assets" of any Plan, 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 U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and
(3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on
the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that the Trustee 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: (i) the amendment
thereof and the modification of the rights and obligations of the Seller, the Servicer and the Trustee
and the rights of the Certificateholders under the Agreement from time to time by the Seller, the
Servicer and the Trustee, and (ii) the amendment thereof by the Servicer 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 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 will be registered 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 Seller, the 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 Seller, the Trustee or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Stated Principal Balance of
the Mortgage Loans in a Loan Group at the time of any such repurchase is less than 10% of the Cut-off
Date Balance of such Mortgage Loans or (ii) the Depositor, based upon an Opinion of Counsel addressed to
the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has
been lost or that a substantial risk exists that such REMIC status will be lost for the then-current
taxable year. 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 expiration of 21 years
after the death of certain persons identified in 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: January 31, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-B-[1][2][3][4][5][6][7][8][9] Certificates referred
to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, 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 Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
____________________________________________
Signature by or on behalf of assignor
____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
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 __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-4
FORM OF CLASS II-B-[1][2][3][4] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A CERTIFICATES [AND CLASS
II-B-[1][2][3] 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, AS AMENDED (THE "CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS
HEREON AND REALIZED LOSSES ALLOCATED HERETO AND INCREASED TO THE EXTENT OF NET DEFERRED INTEREST ALLOCATED HERETO
AS SET FORTH IN THE AGREEMENT. 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
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
EACH BENEFICIAL OWNER OF A CLASS II-B-[1][2][3][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) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY S&P AND XXXXX'X, (II) IT IS NOT A PLAN
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
CODE (EACH A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY PLAN 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 U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No. 1 Variable Pass-Through Rate
Class II-B-[1][2][3][4] Subordinate
Aggregate Initial Current Principal Amount of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
January 1, 2007 $______________
First Distribution Date: Initial Current Principal Amount of this Certificate as
February 25, 2007 of the Cut-off Date: $_____________
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
February 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR1
evidencing a fractional undivided interest in the distributions allocable to the Class
II-B-[1][2][3][4] Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one- to four-family
residential properties (the "Mortgage Loans") and 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 an interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the 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 XXXX XX, the Servicer or the
Trustee or any of their affiliates or any other person. None of XXXX XX, the 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 the Mortgage Loans sold by XXXX XX. The Mortgage Loans were sold
by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC will act as servicer of the Mortgage Loans (the "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 XXXX XX, as depositor (the "Seller"), EMC and Xxxxx Fargo Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is
bound.
Interest on this Certificate will accrue during the period from and including the preceding
Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date)
to and including the day prior to the current Distribution Date on the Current Principal Amount hereof at a per
annum rate equal to the Pass-Through Rate set forth 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 Business Day prior to the related Distribution Date,
an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate and the amount
required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any
Mortgage Loan and is not likely to be the date on which the 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 Realized Losses allocated hereto and will be increased to the
extent of Net Deferred Interest allocated thereto, in each case, as set forth in the Agreement.
Each beneficial owner of a Class II-B-[1][2][3][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) such Certificate is rated at least "BBB-" or its equivalent by S&P and Xxxxx'x, (ii) it is not a plan subject
to Title I of the Employee Retirement Security Investment Act of 1974, as amended, or Section 4975 of the Code
(each, a "Plan") or investing with "plan assets" of any Plan, 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 U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face
hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely
to the Trust Fund for payment hereunder and that the Trustee 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: (i) the amendment thereof and
the modification of the rights and obligations of the Seller, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Seller, the Servicer and the Trustee, and (ii)
the amendment thereof by the Servicer 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 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 will be registered 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 Seller, the 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 Seller, the
Trustee or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the
obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be
made only if (i) the Stated Principal Balance of the Mortgage Loans in a Loan Group at the time of any such
repurchase is less than 10% of the Cut-off Date Balance of such Mortgage Loans or (ii) the Depositor, based upon
an Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any
REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost for
the then-current taxable year. 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 expiration of 21 years
after the death of certain persons identified in 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: January 31, 2007 XXXXX CityplaceFARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely as Trustee
By:_________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-B-[1][2][3][4] Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National
Association, 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 Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following address:
Dated:
_____________________________________________________
Signature by or on behalf of assignor
_____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
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 __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-5
FORM OF CLASS II-B-5 CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A, CLASS II-B-1,
CLASS II-B-2, CLASS II-B-3 AND CLASS II-B-4 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, AS AMENDED (THE "CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND REALIZED LOSSES ALLOCATED HERETO AND INCREASED TO THE EXTENT OF NET DEFERRED
INTEREST ALLOCATED HERETO AS SET FORTH IN THE AGREEMENT. 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.
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 OR (2) 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 THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE AND THE SERVICER AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE TRUSTEE THAT THE
PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
Certificate No. 1 Variable Pass-Through Rate
Class II-B-5 Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Current Principal Amount of this
January 1, 2007 Certificate as of the Cut-off Date:
___________
Initial Current Principal Amount of this Certificate as
First Distribution Date: of the Cut-off Date:
February 25, 2007 ____________
Servicer: CUSIP: ____________
EMC Mortgage Corporation
Assumed Final Distribution Date:
February 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR1
evidencing a fractional undivided interest in the distributions allocable to the Class
II-B-5 Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one- to four-family
residential properties (the "Mortgage Loans") and 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 an interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"),
the 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 XXXX XX, the Servicer or the Trustee or any of their affiliates or any other person. None of XXXX
XX, the 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, Xxxxxxx 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 the Mortgage
Loans sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC
will act as servicer of the Mortgage Loans (the "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 XXXX XX, as depositor
(the "Seller"), EMC and Xxxxx Fargo Bank, National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the Current
Principal Amount hereof at a per annum rate equal to the Pass-Through Rate set forth 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 Business Day prior to the related Distribution Date, an amount equal to the
product of the Fractional Undivided Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of
any Mortgage Loan and is not likely to be the date on which the 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
Realized Losses allocated hereto and will be increased to the extent of Net Deferred Interest allocated
thereto, in each case, as set forth in the Agreement.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Trustee shall require
receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933
Act or (b) to a transferee that is an "Institutional Accredited Investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications from the Holder of
the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable, and (ii) if
requested by the Trustee, an Opinion of Counsel satisfactory to it that such transfer may be made
without such registration or qualification (which Opinion of Counsel shall not be an expense of the
Trust Fund or of the Seller, the Trustee or the Servicer in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is based.
None of the Seller or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such Certificates without registration
or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Seller and the Servicer against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Class II-B-5 Certificate will be made unless the Trustee has
received either (i) opinion of counsel for the benefit of the Trustee and the Servicer and which they
may rely which is satisfactory to the Trustee that the purchase of this certificate is permissible under
local law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal
Revenue Code, as amended (the "Code") and will not subject the Servicer or the Trustee to any obligation
or liability in addition to those undertaken in the Agreement or (ii) a representation letter stating
that the transferee is not acquiring directly or indirectly by, or on behalf of, an employee benefit
plan or other retirement arrangement (a "Plan") that is subject to Title I of ERISA, and/or Section 4975
of the Code, or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that the Trustee 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: (i) the amendment
thereof and the modification of the rights and obligations of the Seller, the Servicer and the Trustee
and the rights of the Certificateholders under the Agreement from time to time by the Seller, the
Servicer and the Trustee, and (ii) the amendment thereof by the Servicer 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 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 will be registered 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 Seller, the 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 Seller, the Trustee or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Stated Principal Balance of
the Mortgage Loans in a Loan Group at the time of any such repurchase is less than 10% of the Cut-off
Date Balance of such Mortgage Loans or (ii) the Depositor, based upon an Opinion of Counsel addressed to
the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has
been lost or that a substantial risk exists that such REMIC status will be lost for the then-current
taxable year. 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 expiration of 21 years
after the death of certain persons identified in 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: January 31, 2007 XXXXX CityplaceFARGO BANK, NATIONAL
ASSOCIATION
Not in its individual capacity but solely
as Trustee
By:__________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-B-5 Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, 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 Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
_____________________________________________
Signature by or on behalf of assignor
______________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
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 __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-6
FORM OF CLASS [I][II]-B-IO CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS [I][II]-A
CERTIFICATES AND THE CLASS [I][II]-B 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, AS AMENDED (THE "CODE").
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 OR (2) 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 (A "PLAN") THAT IS SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED
TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND ON WHICH
IT MAY RELY WHICH IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION
406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE AND
WILL NOT SUBJECT THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
[FOR THE CLASS II-B-IO CERTIFICATES ONLY]
[NO TRANSFER OF ANY CLASS II-B-IO CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE OF SUCH CLASS
II-B-IO CERTIFICATE PROVIDES TO THE TRUSTEE AND ANY PAYING AGENT THE APPROPRIATE TAX CERTIFICATION FORM
(I.E., IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM
THERETO)) AND AGREES TO UPDATE SUCH FORMS (I) UPON EXPIRATION OF ANY SUCH FORM, (II) AS REQUIRED UNDER
THEN APPLICABLE U.S. TREASURY REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME
OBSOLETE OR INCORRECT, AS A CONDITION TO SUCH TRANSFER. UNDER THE AGREEMENT, UPON RECEIPT OF ANY SUCH
TAX CERTIFICATION FORM FROM A TRANSFEREE OF ANY CLASS II-B-IO CERTIFICATE, THE TRUSTEE SHALL FORWARD
SUCH TAX CERTIFICATION FORM PROVIDED TO IT TO THE CAP COUNTERPARTY. EACH HOLDER OF A CLASS II-B-IO
CERTIFICATE AND EACH TRANSFEREE THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE TRUSTEE FORWARDING TO
THE CAP COUNTERPARTY ANY SUCH TAX CERTIFICATION FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH
THESE TRANSFER RESTRICTIONS. ANY PURPORTED SALES OR TRANSFERS OF ANY CLASS II-B-IO CERTIFICATE TO A
TRANSFEREE WHICH DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE
AGREEMENT.]
Certificate No. 1 Variable Pass-Through Rate
Class [I][II]-B-IO Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Notional Amount of this Certificate
January 1, 2007 as of the Cut-off Date:
$_____________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
February 25, 2007 $______________
Servicer:
EMC Mortgage Corporation
Assumed Final Distribution Date: CUSIP: ____________
[January][February] 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR1
evidencing a fractional undivided interest in the distributions allocable to the Class
[I][II]-B-IO Certificates with respect to a Trust Fund consisting primarily of a pool
of adjustable interest rate mortgage loans secured by first liens on one- to
four-family residential properties and 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 an interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"),
the 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 XXXX XX, the Servicer or the Trustee or any of their affiliates or any other person. None of XXXX
XX, the Servicer, the Trustee 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, Xxxxxxx 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 conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to XXXX XX. EMC will act as servicer of the Mortgage Loans (the "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 XXXX XX, as depositor (the "Seller"), EMC and Xxxxx Fargo Bank, National Association,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue
of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the calendar month immediately
preceding such Distribution Date (as hereinafter defined) on the Notional Amount hereof at a per annum
rate equal to the Pass-Through Rate as set forth 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 Business Day prior
to the related Distribution Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount of interest required to be distributed to the Holders of
Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the
Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the 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 Class [I][II]-B-IO Certificates have no Current Principal Amount. The Initial Notional
Amount of this Certificate is set forth above.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Trustee shall require
receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933
Act or (b) to a transferee that is an "Institutional Accredited Investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications from the Holder of
the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable, and (ii) if
requested by the Trustee, an Opinion of Counsel satisfactory to it that such transfer may be made
without such registration or qualification (which Opinion of Counsel shall not be an expense of the
Trust Fund or of the Seller, the Trustee or the Servicer in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is based.
Neither the Seller nor the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such Certificates without registration
or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Seller and the Servicer against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Class [I][II]-B-IO Certificate will be made unless the Trustee has
received either (i) opinion of counsel for the benefit of the Trustee and the Servicer and which they
may rely which is satisfactory to the Trustee that the purchase of this certificate is permissible under
local law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal
Revenue Code, as amended (the "Code") and will not subject the Servicer or the Trustee to any obligation
or liability in addition to those undertaken in the Agreement or (ii) a representation letter stating
that the transferee is not acquiring directly or indirectly by, or on behalf of, an employee benefit
plan or other retirement arrangement (a "Plan") that is subject to Title I of ERISA, and/or Section 4975
of the Code, or by a person using "plan assets" of a Plan.
[For the Class II-B-IO Certificates Only]
[No transfer of any Class II-B-IO Certificate shall be made unless the proposed transferee of
such Class II-B-IO Certificate provides to the Trustee and any paying agent the appropriate tax
certification form (i.e., IRS form w-9 or IRS form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or
any successor form thereto)) and agrees to update such forms (i) upon expiration of any such form, (ii)
as required under then applicable U.S. Treasury Regulations and (iii) promptly upon learning that such
form has become obsolete or incorrect, as a condition to such transfer. Under the Agreement, upon
receipt of any such tax certification form from a transferee of any Class II-B-IO Certificate, the
trustee shall forward such tax certification form provided to it to the Cap Counterparty. Each holder of
a Class II-B-IO Certificate and each transferee thereof shall be deemed to have consented to the Trustee
forwarding to the Cap Counterparty any such tax certification form it has provided and updated in
accordance with these transfer restrictions. Any purported sales or transfers of any Class II-B-IO
Certificate to a transferee which does not comply with these requirements shall be deemed null and void
under the Agreement.]
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Trustee nor the Servicer is 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: (i) the amendment
thereof and the modification of the rights and obligations of the Seller, the Servicer and the Trustee
and the rights of the Certificateholders under the Agreement from time to time by the Seller, the
Servicer and the Trustee, and (ii) the amendment thereof by the Servicer 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 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 Seller, the 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 Seller, the 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 (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Stated Principal Balance of
the Mortgage Loans in a Loan Group at the time of any such repurchase is less than 10% of the Cut-off
Date Balance of such Mortgage Loans or (ii) the Depositor, based upon an Opinion of Counsel addressed to
the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has
been lost or that a substantial risk exists that such REMIC status will be lost for the then-current
taxable year. 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 expiration of 21 years
after the death of certain persons identified in 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: January 31, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [I][II]-B-IO Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, 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 Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
____________________________________________
Signature by or on behalf of assignor
____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
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 __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-7
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
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 OR (2) 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 (A "PLAN") THAT IS SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED
TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND THE
SERVICER AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER 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
XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO
AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF
SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) 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 AN AGENT OF A DISQUALIFIED ORGANIZATION, 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.
Certificate No. 1 Percentage Interest: 100%
Class R
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Current Principal Amount of this
January 1, 2007 Certificate as of the Cut-off Date:
$_______
Initial Current Principal Amount of this Certificate as
First Distribution Date: of the Cut-off Date:
February 25, 2007 $_______
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
February 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR1
evidencing a fractional undivided interest in the distributions allocable to the Class
R Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one- to four- family
residential properties (the "Mortgage Loans") and 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 an interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"),
the 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 XXXX XX, the Servicer or the Trustee or any of their affiliates or any other person. None of XXXX
XX, the 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, Xxxxxxx 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 the Mortgage
Loans sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC
will act as servicer of the Mortgage Loans (the "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 XXXX XX, as depositor
(the "Seller"), EMC and Xxxxx Fargo Bank, National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any
ownership interest in this Certificate must be a United States Person and a Permitted Transferee, (ii)
the transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
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 Seller 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 Seller, which purchaser may be the
Seller, or any affiliate of the Seller, on such terms and conditions as the Seller may choose.
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 Business Day prior to the related Distribution Date, an amount equal to
the product of the Fractional Undivided Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity
date of any Mortgage Loan and is not likely to be the date on which the 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 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.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Trustee shall require
receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933
Act or (b) to a transferee that is an "Institutional Accredited Investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications from the Holder of
the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable, and (ii) if
requested by the Trustee, an Opinion of Counsel satisfactory to it that such transfer may be made
without such registration or qualification (which Opinion of Counsel shall not be an expense of the
Trust Fund or of the Seller or the Trustee in their respective capacities as such), together with copies
of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or
such Holder's prospective transferee upon which such Opinion of Counsel is based. Neither the Seller nor
the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee and the
Seller against any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No transfer of this Class R Certificate will be made unless the Trustee has received
either (i) opinion of counsel for the benefit of the Trustee and the Servicer and which they may rely
which is satisfactory to the Trustee that the purchase of this certificate is permissible under local
law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal
Revenue Code, as amended (the "Code") and will not subject the Servicer or the Trustee to any obligation
or liability in addition to those undertaken in the Agreement or (ii) a representation letter stating
that the transferee is not acquiring directly or indirectly by, or on behalf of, an employee benefit
plan or other retirement arrangement (a "Plan") that is subject to Title I of ERISA, and/or Section 4975
of the Code, or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that the Trustee 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: (i) the amendment
thereof and the modification of the rights and obligations of the Seller, the Servicer and the Trustee
and the rights of the Certificateholders under the Agreement from time to time by the Seller, the
Servicer and the Trustee, and (ii) the amendment thereof by the Servicer 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 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 will be registered 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 Seller, the 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 Seller, the Trustee or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Stated Principal Balance of
the Mortgage Loans in a Loan Group at the time of any such repurchase is less than 10% of the Cut-off
Date Balance of such Mortgage Loans or (ii) the Depositor, based upon an Opinion of Counsel addressed to
the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has
been lost or that a substantial risk exists that such REMIC status will be lost for the then-current
taxable year. 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 expiration of 21 years
after the death of certain persons identified in 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: January 31, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, 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 Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
____________________________________________
Signature by or on behalf of assignor
____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
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 __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-8
FORM OF CLASS R-X CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
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 OR (2) 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 (A "PLAN") THAT IS SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED
TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND THE
SERVICER AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER 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
XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO
AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF
SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) 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 AN AGENT OF A DISQUALIFIED ORGANIZATION, 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.
Certificate No. 1 Percentage Interest: 100%
Class R-X
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Current Principal Amount of this
January 1, 2007 Certificate as of the Cut-off Date:
$_______
Initial Current Principal Amount of this Certificate as
First Distribution Date: of the Cut-off Date:
February 25, 2007 $_______
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
February 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR1
evidencing a fractional undivided interest in the distributions allocable to the Class
R-X Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one- to four-family
residential properties (the "Mortgage Loans") and 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. ("XXXX XX"), the
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
XXXX XX, the Servicer or the Trustee or any of their affiliates or any other person. None of XXXX XX,
the 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, Xxxxxxx 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 the Mortgage
Loans sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC
will act as servicer of the Mortgage Loans (the "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 XXXX XX, as depositor
(the "Seller"), EMC and Xxxxx Fargo Bank, National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any
ownership interest in this Certificate must be a United States Person and a Permitted Transferee, (ii)
the transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
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 Seller 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 Seller, which purchaser may be the
Seller, or any affiliate of the Seller, on such terms and conditions as the Seller may choose.
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 Business Day prior to the related Distribution Date, an amount equal to
the product of the Fractional Undivided Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity
date of any Mortgage Loan and is not likely to be the date on which the 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 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.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Trustee shall require
receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933
Act or (b) to a transferee that is an "Institutional Accredited Investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications from the Holder of
the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable, and (ii) if
requested by the Trustee, an Opinion of Counsel satisfactory to it that such transfer may be made
without such registration or qualification (which Opinion of Counsel shall not be an expense of the
Trust Fund or of the Seller or the Trustee in their respective capacities as such), together with copies
of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or
such Holder's prospective transferee upon which such Opinion of Counsel is based. Neither the Seller nor
the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee and the
Seller against any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No transfer of this Class R-X Certificate will be made unless the Trustee has received
either (i) opinion of counsel for the benefit of the Trustee and the Servicer and which they may rely
which is satisfactory to the Trustee that the purchase of this certificate is permissible under local
law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal
Revenue Code, as amended (the "Code") and will not subject the Servicer or the Trustee to any obligation
or liability in addition to those undertaken in the Agreement or (ii) a representation letter stating
that the transferee is not acquiring directly or indirectly by, or on behalf of, an employee benefit
plan or other retirement arrangement (a "Plan") that is subject to Title I of ERISA, and/or Section 4975
of the Code, or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that the Trustee 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: (i) the amendment
thereof and the modification of the rights and obligations of the Seller, the Servicer and the Trustee
and the rights of the Certificateholders under the Agreement from time to time by the Seller, the
Servicer and the Trustee, and (ii) the amendment thereof by the Servicer 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 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 will be registered 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 Seller, the 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 Seller, the Trustee or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Stated Principal Balance of
the Mortgage Loans in a Loan Group at the time of any such repurchase is less than 10% of the Cut-off
Date Balance of such Mortgage Loans or (ii) the Depositor, based upon an Opinion of Counsel addressed to
the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has
been lost or that a substantial risk exists that such REMIC status will be lost for the then-current
taxable year. 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 expiration of 21 years
after the death of certain persons identified in 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: January 31, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-X Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, 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 Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
_____________________________________________
Signature by or on behalf of assignor
_____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
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 __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-9
FORM OF CLASS I-X CERTIFICATE
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").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS I-X 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) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND
XXXXX'X, (II) IT IS NOT A PLAN OR INVESTING WITH "PLAN ASSETS"? OF ANY PLAN, (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.
Certificate No. 1 Fixed Pass-Through Rate
Class I-X Senior Interest Only
Aggregate Initial Current Notional Amount of the
Date of Pooling and Servicing Agreement and Cut-off Date: Certificates as of the Cut-off Date:
January 1, 2007 $__________
First Distribution Date: Initial Current Notional Amount of this Certificate as
February 25, 2007 of the Cut-off Date:
$__________
Initial Principal Balance of the Principal Component of
this Certificate as of the Cut-off Date: $0
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
January 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR1
evidencing a fractional undivided interest in the distributions allocable to the Class
I-X Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one- to four- family
residential properties (the "Mortgage Loans") and 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 an interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"),
the 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 XXXX XX, the Servicer or the Trustee or any of their affiliates or any other person. None of XXXX
XX, the 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 the Mortgage Loans sold by XXXX XX.
The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC will act as servicer of
the Mortgage Loans (the "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 XXXX XX, as depositor (the "Seller"), EMC
and Xxxxx Fargo Bank, National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the Current
Principal Amount hereof at a per annum rate equal to the Pass-Through Rate set forth 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 prior calendar month, an amount equal to the product
of the Fractional Undivided Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of Certificates of the same Class as this Certificate.
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. Each of the initial Notional Amount of this Certificate and the initial principal balance
of the principal component of this Certificate is set forth above. The principal balance of the
principal component of this Certificate will be reduced to the extent of distributions allocable to
principal hereon and any Realized Losses allocable hereto. In the event that interest accrued on the
Notional Amount of this Certificate is reduced as a result of the allocation of Net Deferred Interest on
the related Mortgage Loans, as described in the Agreement, the principal balance of the principal
component of this Certificate will increase by the amount of such reduction.
Each beneficial owner of a Class I-X 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) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P and
Xxxxx'x, (ii) it is not a Plan or investing with "plan assets" of any Plan, (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.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that the Trustee 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: (i) the amendment
thereof and the modification of the rights and obligations of the Seller, the Servicer and the Trustee
and the rights of the Certificateholders under the Agreement from time to time by the Seller, the
Servicer and the Trustee, and (ii) the amendment thereof by the Servicer 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 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 will be registered 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 Seller, the 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 Seller, the Trustee or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Stated Principal Balance of
the Mortgage Loans in a Loan Group at the time of any such repurchase is less than 10% of the Cut-off
Date Balance of such Mortgage Loans or (ii) the Depositor, based upon an Opinion of Counsel addressed to
the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has
been lost or that a substantial risk exists that such REMIC status will be lost for the then-current
taxable year. 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 expiration of 21 years
after the death of certain persons identified in 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: January 31, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATON
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-X Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, 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 Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
____________________________________________
Signature by or on behalf of assignor
____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
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 __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-10
FORM OF CLASS [I][II]-XP CERTIFICATE
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 OR (2) 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 (A "PLAN") THAT IS SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED
TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND THE
SERVICER AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No. 1 Aggregate Initial Current Notional Amount of the Class
[I][II]-XP-[1][2] Certificates as of the Cut-off Date:
$__________
Class [I][II]-XP-[1][2] Certificate
Date of Pooling and Servicing Agreement Percentage Interest of this Certificate:
and Cut-off Date: _____%
January 1, 2007
First Distribution Date:
February 25, 2007
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
[January][February] 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR1
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR1
evidencing a fractional undivided interest in the distributions allocable to the Class
[I][II]-XP-[1][2] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one- to
four- family residential properties (the "Mortgage Loans") and 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. ("XXXX XX"), the
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
XXXX XX, the Servicer or the Trustee or any of their affiliates or any other person. None of XXXX XX,
the 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, Xxxxxxx 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 the Mortgage
Loans sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC
will act as servicer of the Mortgage Loans (the "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 XXXX XX, as depositor
(the "Seller"), EMC and Xxxxx Fargo, National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
The 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 Business Day prior to the related Distribution Date, an amount equal to
the product of the Fractional Undivided Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Certificates of the same Class as this Certificate.
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.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Trustee shall require
receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933
Act or (b) to a transferee that is an "Institutional Accredited Investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications from the Holder of
the Certificate desiring to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable, and (ii) if
requested by the Trustee, an Opinion of Counsel satisfactory to it that such transfer may be made
without such registration or qualification (which Opinion of Counsel shall not be an expense of the
Trust Fund or of the Seller, the Trustee or the Servicer in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is based.
None of the Seller or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such Certificates without registration
or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Seller and the Servicer against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Class [I][II]-XP-[1][2] Certificate will be made unless the
Trustee has received either (i) opinion of counsel for the benefit of the Trustee and the Servicer and
which they may rely which is satisfactory to the Trustee that the purchase of this certificate is
permissible under local law, will not constitute or result in a non-exempt prohibited transaction under
Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section
4975 of the Internal Revenue Code, as amended (the "Code") and will not subject the Servicer or the
Trustee to any obligation or liability in addition to those undertaken in the Agreement or (ii) a
representation letter stating that the transferee is not acquiring directly or indirectly by, or on
behalf of, an employee benefit plan or other retirement arrangement (a "Plan") that is subject to Title
I of ERISA, and/or Section 4975 of the Code, or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that the Trustee 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: (i) the amendment
thereof and the modification of the rights and obligations of the Seller, the Servicer and the Trustee
and the rights of the Certificateholders under the Agreement from time to time by EMC, the Seller, the
Servicer and the Trustee, and (ii) the amendment thereof by the Servicer 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 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 will be registered 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 Seller, the 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 Seller, the 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 mailing of the final payment or
other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage
Loans and all related REO Property remaining in the Trust in accordance with the terms of the Agreement.
Such optional repurchase may be made only if (i) the Stated Principal Balance of the Mortgage Loans in
a Loan Group at the time of any such repurchase is less than 10% of the Cut-off Date Balance of such
Mortgage Loans or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. 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 expiration of 21 years after the death of
certain persons identified in 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: January 31, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [I][II]-XP-[1][2] Certificates referred to in the
within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank,
National Association, 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 Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
____________________________________________________
Signature by or on behalf of assignor
____________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
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 __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT B
MORTGAGE LOAN SCHEDULE
LOAN_SEQ Group DEAL_INFO CURRENT_BALANCE
1 16791027 Group 2: Secure GR5. 1YRHARD/2YRSOFT 288720
2 16791036 Group 2: Secure GR2. SOFTPP/OTHER 411025
3 16662350 Group 2: Secure GR1. NOPP 176440
4 16775204 Group 2: Secure GR5. 1YRHARD/2YRSOFT 314408.06
5 16776965 Group 2: Secure GR5. 1YRHARD/2YRSOFT 69533.4
6 16777125 Group 2: Secure GR5. 1YRHARD/2YRSOFT 123347.6
7 16778455 Group 2: Secure GR1. NOPP 376639.25
8 16788823 Group 2: Secure GR5. 1YRHARD/2YRSOFT 256589.87
9 16772557 Group 2: Secure GR2. SOFTPP/OTHER 296639.75
10 16723612 Group 2: Secure GR5. 1YRHARD/2YRSOFT 101252.5
11 16723913 Group 2: Secure GR1. NOPP 388970
12 16722249 Group 2: Secure GR5. 1YRHARD/2YRSOFT 418042.5
13 16732087 Group 2: Secure GR1. NOPP 320800
14 16765521 Group 2: Secure GR2. SOFTPP/OTHER 218946
15 16765612 Group 2: Secure GR2. SOFTPP/OTHER 942350
16 16768253 Group 2: Secure GR2. SOFTPP/OTHER 225562.49
17 16768261 Group 2: Secure GR5. 1YRHARD/2YRSOFT 160400
18 16770896 Group 2: Secure GR5. 1YRHARD/2YRSOFT 469170
19 16771272 Group 2: Secure GR2. SOFTPP/OTHER 416037.5
20 16776431 Group 1: MTA GR3. 3YR HARD 320000
21 16676589 Group 2: Secure GR2. SOFTPP/OTHER 221103.38
22 16676880 Group 2: Secure GR2. SOFTPP/OTHER 410046.58
23 16680358 Group 2: Secure GR3. 1YRHARD 429070
24 16692271 Group 2: Secure GR2. SOFTPP/OTHER 581450
25 16693952 Group 2: Secure GR5. 1YRHARD/2YRSOFT 192480
26 16706552 Group 2: Secure GR2. SOFTPP/OTHER 238695.25
27 16707005 Group 2: Secure GR2. SOFTPP/OTHER 421050
28 16707051 Group 2: Secure GR5. 1YRHARD/2YRSOFT 210525
29 16709522 Group 2: Secure GR5. 1YRHARD/2YRSOFT 846611.25
30 16711292 Group 2: Secure GR5. 1YRHARD/2YRSOFT 305762.5
31 16713790 Group 2: Secure GR5. 1YRHARD/2YRSOFT 437892
32 16714072 Group 2: Secure GR2. SOFTPP/OTHER 348870
33 16714099 Group 2: Secure GR5. 1YRHARD/2YRSOFT 328820
34 16714707 Group 2: Secure GR3. 1YRHARD 283707.5
35 16714805 Group 2: Secure GR5. 1YRHARD/2YRSOFT 418042.5
36 16714943 Group 2: Secure GR5. 1YRHARD/2YRSOFT 577440
37 16717391 Group 2: Secure GR5. 1YRHARD/2YRSOFT 433080
38 16718727 Group 2: Secure GR2. SOFTPP/OTHER 264660
39 16722148 Group 2: Secure GR5. 1YRHARD/2YRSOFT 278695
40 16791176 Group 2: Secure GR1. NOPP 611525
41 16790958 Group 2: Secure GR5. 1YRHARD/2YRSOFT 418244
42 16659223 Group 2: Secure GR5. 1YRHARD/2YRSOFT 194886
43 16658962 Group 2: Secure GR1. NOPP 529320
44 16764834 Group 1: XXX XX0. 0XX HARD 377453.97
45 16787183 Group 2: Secure GR1. NOPP 408000
46 16790864 Group 2: Secure GR5. 1YRHARD/2YRSOFT 448318
47 16789029 Group 2: Secure GR5. 1YRHARD/2YRSOFT 417040
48 16789030 Group 2: Secure GR5. 1YRHARD/2YRSOFT 396990
49 16789054 Group 2: Secure GR1. NOPP 225562.49
50 16789057 Group 2: Secure GR1. NOPP 212000
51 16789069 Group 1: MTA GR2. 1YR/Other 219475.72
52 16790451 Group 2: Secure GR5. 1YRHARD/2YRSOFT 247417
53 16790460 Group 2: Secure GR5. 1YRHARD/2YRSOFT 304760
54 16790466 Group 2: Secure GR5. 1YRHARD/2YRSOFT 384960
55 16790471 Group 2: Secure GR1. NOPP 477190
56 16790474 Group 2: Secure GR1. NOPP 232580
57 16790480 Group 2: Secure GR2. SOFTPP/OTHER 461150
58 16790482 Group 2: Secure GR5. 1YRHARD/2YRSOFT 526312.5
59 16790483 Group 2: Secure GR1. NOPP 398192.99
60 16790490 Group 2: Secure GR1. NOPP 194084
61 16790690 Group 2: Secure GR5. 1YRHARD/2YRSOFT 578643
62 16790705 Group 2: Secure GR1. NOPP 584307.12
63 16790712 Group 2: Secure GR1. NOPP 300750
64 16790719 Group 2: Secure GR1. NOPP 337842.5
65 16790500 Group 2: Secure GR5. 1YRHARD/2YRSOFT 235133.36
66 16790507 Group 2: Secure GR5. 1YRHARD/2YRSOFT 386965
67 16790511 Group 2: Secure GR1. NOPP 392980
68 16790524 Group 2: Secure GR1. NOPP 602205.83
69 16790530 Group 2: Secure GR5. 1YRHARD/2YRSOFT 353316.82
70 16790532 Group 2: Secure GR1. NOPP 650422
71 16790538 Group 2: Secure GR5. 1YRHARD/2YRSOFT 380950
72 16790546 Group 2: Secure GR1. NOPP 781950
73 16790550 Group 2: Secure GR1. NOPP 232479.75
74 16790555 Group 2: Secure GR5. 1YRHARD/2YRSOFT 304760
75 16790558 Group 2: Secure GR5. 1YRHARD/2YRSOFT 453130
76 16790564 Group 2: Secure GR1. NOPP 615070.2
77 16790583 Group 2: Secure GR1. NOPP 493230
78 16790590 Group 2: Secure GR5. 1YRHARD/2YRSOFT 777128.54
79 16790591 Group 2: Secure GR5. 1YRHARD/2YRSOFT 609441.95
80 16790612 Group 2: Secure GR1. NOPP 586929.58
81 16790634 Group 2: Secure GR5. 1YRHARD/2YRSOFT 340850
82 16790638 Group 2: Secure GR5. 1YRHARD/2YRSOFT 360900
83 16790641 Group 2: Secure GR1. NOPP 449120
84 16790648 Group 2: Secure GR1. NOPP 982399.87
85 16790649 Group 2: Secure GR5. 1YRHARD/2YRSOFT 521300
86 16790681 Group 2: Secure GR1. NOPP 340850
87 16790684 Group 2: Secure GR5. 1YRHARD/2YRSOFT 401000
88 16788836 Group 2: Secure GR5. 1YRHARD/2YRSOFT 352880
89 16788842 Group 2: Secure GR5. 1YRHARD/2YRSOFT 300750
90 16788893 Group 2: Secure GR1. NOPP 802000
91 16788895 Group 2: Secure GR5. 1YRHARD/2YRSOFT 236590
92 16788983 Group 2: Secure GR1. NOPP 216540
93 16788671 Group 2: Secure GR1. NOPP 623244.23
94 16788673 Group 2: Secure GR1. NOPP 651625
95 16788681 Group 2: Secure GR5. 1YRHARD/2YRSOFT 665559.75
96 16788605 Group 2: Secure GR5. 1YRHARD/2YRSOFT 356088
97 16788608 Group 2: Secure GR5. 1YRHARD/2YRSOFT 496237.49
98 16634368 Group 2: Secure GR5. 1YRHARD/2YRSOFT 604529.59
99 16785139 Group 2: Secure GR5. 1YRHARD/2YRSOFT 285000
100 16651028 Group 2: Secure GR2. SOFTPP/OTHER 993403.9
101 16696441 Group 1: MTA GR2. 1YR/Other 252343.5
102 16696666 Group 2: Secure GR5. 1YRHARD/2YRSOFT 235788
103 16688080 Group 2: Secure GR1. NOPP 162906.25
104 16688173 Group 1: MTA GR2. 1YR/Other 204077.79
105 16688278 Group 1: MTA GR2. 1YR/Other 499910.84
106 16688585 Group 2: Secure GR5. 1YRHARD/2YRSOFT 496860.26
107 16674608 Group 2: Secure GR1. NOPP 562808.31
108 16670630 Group 2: Secure GR5. 1YRHARD/2YRSOFT 355662.71
109 16672344 Group 2: Secure GR5. 1YRHARD/2YRSOFT 196490
110 16664131 Group 2: Secure GR5. 1YRHARD/2YRSOFT 511836.65
111 16653924 Group 2: Secure GR5. 1YRHARD/2YRSOFT 332088.26
112 16649019 Group 2: Secure GR5. 1YRHARD/2YRSOFT 145087.1
113 16546557 Group 2: Secure GR1. NOPP 503775.07
114 16646307 Group 2: Secure GR1. NOPP 308814.55
115 16644237 Group 2: Secure GR1. NOPP 536017.49
116 16641131 Group 2: Secure GR2. SOFTPP/OTHER 335236
117 16640919 Group 2: Secure GR5. 1YRHARD/2YRSOFT 90225
118 16634267 Group 2: Secure GR5. 1YRHARD/2YRSOFT 594165.7
119 16633170 Group 2: Secure GR1. NOPP 592440.85
120 16788446 Group 1: MTA GR2. 1YR/Other 422989.58
121 16788473 Group 2: Secure GR2. SOFTPP/OTHER 316790
122 16788493 Group 2: Secure GR5. 1YRHARD/2YRSOFT 288720
123 16788511 Group 2: Secure GR5. 1YRHARD/2YRSOFT 215738
124 16788544 Group 2: Secure GR5. 1YRHARD/2YRSOFT 247016
125 16788559 Group 2: Secure GR1. NOPP 351877.5
126 16788569 Group 2: Secure GR1. NOPP 641600
127 16788573 Group 2: Secure GR1. NOPP 765910
128 16788575 Group 2: Secure GR5. 1YRHARD/2YRSOFT 192480
129 16788580 Group 2: Secure GR1. NOPP 597410.78
130 16788585 Group 2: Secure GR1. NOPP 306364
131 16788591 Group 2: Secure GR5. 1YRHARD/2YRSOFT 332830
132 16784786 Group 2: Secure GR1. NOPP 191577.75
133 16784789 Group 2: Secure GR1. NOPP 509671
134 16784800 Group 2: Secure GR1. NOPP 481200
135 16784802 Group 1: MTA GR2. 1YR/Other 163721.99
136 16784811 Group 2: Secure GR5. 1YRHARD/2YRSOFT 418042.5
137 16784827 Group 2: Secure GR1. NOPP 270674.99
138 16784829 Group 2: Secure GR5. 1YRHARD/2YRSOFT 676687.5
139 16784841 Group 2: Secure GR1. NOPP 429070
140 16784843 Group 2: Secure GR1. NOPP 280700
141 16784847 Group 2: Secure GR1. NOPP 988465
142 16784893 Group 2: Secure GR3. 1YRHARD 207236.8
143 16784898 Group 2: Secure GR1. NOPP 409822
144 16784908 Group 2: Secure GR5. 1YRHARD/2YRSOFT 394183
145 16784925 Group 2: Secure GR5. 1YRHARD/2YRSOFT 370524
146 16784926 Group 2: Secure GR1. NOPP 334333.75
147 16784997 Group 2: Secure GR2. SOFTPP/OTHER 416238
148 16785020 Group 2: Secure GR1. NOPP 664056
149 16786220 Group 2: Secure GR5. 1YRHARD/2YRSOFT 843704
150 16786236 Group 2: Secure GR5. 1YRHARD/2YRSOFT 376940
151 16786291 Group 2: Secure GR1. NOPP 356000
152 16786295 Group 2: Secure GR5. 1YRHARD/2YRSOFT 347867.5
153 16786296 Group 2: Secure GR1. NOPP 496187.38
154 16786314 Group 2: Secure GR2. SOFTPP/OTHER 769519
155 16786315 Group 2: Secure GR1. NOPP 469891.8
156 16784697 Group 2: Secure GR5. 1YRHARD/2YRSOFT 164410
157 16784729 Group 2: Secure GR1. NOPP 204510
158 16784730 Group 2: Secure GR5. 1YRHARD/2YRSOFT 573430
159 16784734 Group 2: Secure GR5. 1YRHARD/2YRSOFT 292730
160 16784735 Group 2: Secure GR5. 1YRHARD/2YRSOFT 289722.5
161 16784738 Group 2: Secure GR1. NOPP 375937.5
162 16781084 Group 2: Secure GR5. 1YRHARD/2YRSOFT 130325
163 16781097 Group 2: Secure GR5. 1YRHARD/2YRSOFT 219494.96
164 16781113 Group 2: Secure GR1. NOPP 160299.75
165 16781125 Group 2: Secure GR3. 1YRHARD 336840
166 16781131 Group 2: Secure GR5. 1YRHARD/2YRSOFT 182455
167 16781157 Group 2: Secure GR1. NOPP 300750
168 16781188 Group 2: Secure GR5. 1YRHARD/2YRSOFT 266915.63
169 16781221 Group 2: Secure GR5. 1YRHARD/2YRSOFT 319196
170 16781288 Group 2: Secure GR5. 1YRHARD/2YRSOFT 560598
171 16781432 Group 2: Secure GR5. 1YRHARD/2YRSOFT 341652
172 16781451 Group 2: Secure GR5. 1YRHARD/2YRSOFT 210524.99
173 16784597 Group 2: Secure GR5. 1YRHARD/2YRSOFT 230825.62
174 16784625 Group 2: Secure GR5. 1YRHARD/2YRSOFT 284710
175 16781072 Group 2: Secure GR5. 1YRHARD/2YRSOFT 230976
176 16781073 Group 2: Secure GR5. 1YRHARD/2YRSOFT 113884
177 16781076 Group 2: Secure GR5. 1YRHARD/2YRSOFT 300750
178 16781080 Group 2: Secure GR5. 1YRHARD/2YRSOFT 196490
179 16781082 Group 2: Secure GR5. 1YRHARD/2YRSOFT 270675
180 16779079 Group 2: Secure GR1. NOPP 572628
181 16780690 Group 2: Secure GR2. SOFTPP/OTHER 456338
182 16780739 Group 2: Secure GR1. NOPP 922300
183 16780773 Group 2: Secure GR1. NOPP 324810
184 16780781 Group 2: Secure GR1. NOPP 248620
185 16780813 Group 2: Secure GR5. 1YRHARD/2YRSOFT 312780
186 16780837 Group 2: Secure GR5. 1YRHARD/2YRSOFT 223758
187 16780856 Group 2: Secure GR1. NOPP 421050
188 16780886 Group 2: Secure GR5. 1YRHARD/2YRSOFT 210524.99
189 16780909 Group 2: Secure GR1. NOPP 571424.99
190 16780981 Group 2: Secure GR1. NOPP 342855
191 16781060 Group 2: Secure GR5. 1YRHARD/2YRSOFT 376940
192 16778710 Group 2: Secure GR5. 1YRHARD/2YRSOFT 356890
193 16778711 Group 2: Secure GR5. 1YRHARD/2YRSOFT 287116
194 16778755 Group 2: Secure GR1. NOPP 538142
195 16778771 Group 2: Secure GR1. NOPP 216540
196 16778779 Group 2: Secure GR5. 1YRHARD/2YRSOFT 455536
197 16778783 Group 2: Secure GR5. 1YRHARD/2YRSOFT 244610
198 16778796 Group 2: Secure GR1. NOPP 418042.5
199 16778801 Group 2: Secure GR5. 1YRHARD/2YRSOFT 231778
200 16778835 Group 2: Secure GR2. SOFTPP/OTHER 649620
201 16778848 Group 2: Secure GR5. 1YRHARD/2YRSOFT 172430
202 16778851 Group 2: Secure GR1. NOPP 88701.2
203 16778868 Group 2: Secure GR5. 1YRHARD/2YRSOFT 401000
204 16778902 Group 1: MTA GR2. 1YR/Other 162112.76
205 16778906 Group 2: Secure GR5. 1YRHARD/2YRSOFT 401000
206 16779034 Group 2: Secure GR1. NOPP 633580
207 16779044 Group 2: Secure GR5. 1YRHARD/2YRSOFT 376940
208 16779050 Group 2: Secure GR3. 1YRHARD 550172
209 16776932 Group 2: Secure GR5. 1YRHARD/2YRSOFT 378945
210 16776934 Group 2: Secure GR1. NOPP 228770.5
211 16776948 Group 2: Secure GR1. NOPP 461150
212 16776960 Group 2: Secure GR5. 1YRHARD/2YRSOFT 321602
213 16776962 Group 2: Secure GR5. 1YRHARD/2YRSOFT 204830.8
214 16776964 Group 2: Secure GR5. 1YRHARD/2YRSOFT 248620
215 16776979 Group 2: Secure GR1. NOPP 396488.75
216 16776999 Group 2: Secure GR5. 1YRHARD/2YRSOFT 315177.98
217 16777017 Group 2: Secure GR5. 1YRHARD/2YRSOFT 413030
218 16777091 Group 2: Secure GR5. 1YRHARD/2YRSOFT 364910
219 16777107 Group 2: Secure GR5. 1YRHARD/2YRSOFT 469170
220 16777115 Group 1: MTA GR2. 1YR/Other 467206.63
221 16777126 Group 2: Secure GR5. 1YRHARD/2YRSOFT 582953.75
222 16777166 Group 2: Secure GR5. 1YRHARD/2YRSOFT 401000
223 16777178 Group 2: Secure GR5. 1YRHARD/2YRSOFT 478393
224 16777183 Group 2: Secure GR5. 1YRHARD/2YRSOFT 569420
225 16777192 Group 1: MTA GR2. 1YR/Other 400495.71
226 16777215 Group 2: Secure GR3. 1YRHARD 248150.83
227 16777223 Group 2: Secure GR5. 1YRHARD/2YRSOFT 400919.8
228 16777233 Group 2: Secure GR5. 1YRHARD/2YRSOFT 638392
229 16777240 Group 2: Secure GR1. NOPP 617540
230 16777244 Group 2: Secure GR5. 1YRHARD/2YRSOFT 280700
231 16778232 Group 1: MTA GR2. 1YR/Other 408723.66
232 16778242 Group 2: Secure GR5. 1YRHARD/2YRSOFT 317792.5
233 16778278 Group 2: Secure GR1. NOPP 473180
234 16778330 Group 2: Secure GR5. 1YRHARD/2YRSOFT 172029
235 16778333 Group 2: Secure GR5. 1YRHARD/2YRSOFT 176440
236 16778367 Group 2: Secure GR5. 1YRHARD/2YRSOFT 146766
237 16778371 Group 2: Secure GR5. 1YRHARD/2YRSOFT 320800
238 16778380 Group 2: Secure GR5. 1YRHARD/2YRSOFT 436087.5
239 16778384 Group 2: Secure GR5. 1YRHARD/2YRSOFT 473430.63
240 16778388 Group 2: Secure GR1. NOPP 271756.44
241 16778394 Group 2: Secure GR5. 1YRHARD/2YRSOFT 260650
242 16778429 Group 2: Secure GR5. 1YRHARD/2YRSOFT 521300
243 16778459 Group 2: Secure GR5. 1YRHARD/2YRSOFT 332830
244 16778501 Group 2: Secure GR1. NOPP 280619.8
245 16778505 Group 2: Secure GR3. 1YRHARD 651625
246 16778599 Group 2: Secure GR5. 1YRHARD/2YRSOFT 372930
247 16778614 Group 2: Secure GR5. 1YRHARD/2YRSOFT 344860
248 16776748 Group 2: Secure GR3. 1YRHARD 312780
249 16776749 Group 2: Secure GR5. 1YRHARD/2YRSOFT 347667
250 16776760 Group 2: Secure GR5. 1YRHARD/2YRSOFT 300000
251 16776791 Group 2: Secure GR5. 1YRHARD/2YRSOFT 308770
252 16776812 Group 2: Secure GR1. NOPP 267354.03
253 16776822 Group 2: Secure GR5. 1YRHARD/2YRSOFT 264579.8
254 16776836 Group 2: Secure GR5. 1YRHARD/2YRSOFT 409822
255 16776872 Group 1: MTA GR2. 1YR/Other 622512.97
256 16776882 Group 2: Secure GR1. NOPP 306063.25
257 16776892 Group 2: Secure GR5. 1YRHARD/2YRSOFT 305525.3
258 16776898 Group 2: Secure GR1. NOPP 276690
259 16776917 Group 2: Secure GR1. NOPP 338343.75
260 16776921 Group 2: Secure GR5. 1YRHARD/2YRSOFT 236690.25
261 16776926 Group 2: Secure GR5. 1YRHARD/2YRSOFT 141152
262 16775560 Group 2: Secure GR1. NOPP 607865.88
263 16775562 Group 2: Secure GR5. 1YRHARD/2YRSOFT 244209
264 16775568 Group 2: Secure GR5. 1YRHARD/2YRSOFT 408218
265 16775587 Group 1: MTA GR2. 1YR/Other 383349.03
266 16775592 Group 2: Secure GR2. SOFTPP/OTHER 212530
267 16775608 Group 2: Secure GR5. 1YRHARD/2YRSOFT 501250
268 16776456 Group 2: Secure GR5. 1YRHARD/2YRSOFT 128320
269 16776462 Group 2: Secure GR5. 1YRHARD/2YRSOFT 260650
270 16776465 Group 1: MTA GR2. 1YR/Other 310258.87
271 16776475 Group 2: Secure GR5. 1YRHARD/2YRSOFT 195487.5
272 16776485 Group 2: Secure GR5. 1YRHARD/2YRSOFT 156062.5
273 16776502 Group 2: Secure GR5. 1YRHARD/2YRSOFT 394543.9
274 16776506 Group 2: Secure GR5. 1YRHARD/2YRSOFT 350474
275 16776529 Group 2: Secure GR5. 1YRHARD/2YRSOFT 317991.21
276 16776532 Group 2: Secure GR5. 1YRHARD/2YRSOFT 601500
277 16776550 Group 2: Secure GR1. NOPP 196289.5
278 16776556 Group 2: Secure GR5. 1YRHARD/2YRSOFT 519445.38
279 16776569 Group 2: Secure GR1. NOPP 367316
280 16776572 Group 2: Secure GR1. NOPP 232580
281 16776604 Group 2: Secure GR5. 1YRHARD/2YRSOFT 814531.25
282 16776605 Group 2: Secure GR5. 1YRHARD/2YRSOFT 441100
283 16776662 Group 2: Secure GR5. 1YRHARD/2YRSOFT 352880
284 16776688 Group 2: Secure GR3. 1YRHARD 274183.75
285 16776689 Group 2: Secure GR1. NOPP 320800
286 16776690 Group 2: Secure GR1. NOPP 216540
287 16776702 Group 1: MTA GR2. 1YR/Other 344015.83
288 16776704 Group 2: Secure GR5. 1YRHARD/2YRSOFT 312780
289 16775521 Group 2: Secure GR5. 1YRHARD/2YRSOFT 401000
290 16775551 Group 2: Secure GR5. 1YRHARD/2YRSOFT 335236
291 16628864 Group 2: Secure GR5. 1YRHARD/2YRSOFT 378031.92
292 16616543 Group 2: Secure GR3. 1YRHARD 342566.77
293 16613137 Group 2: Secure GR5. 1YRHARD/2YRSOFT 447516
294 16775397 Group 2: Secure GR5. 1YRHARD/2YRSOFT 248620
295 16775420 Group 2: Secure GR5. 1YRHARD/2YRSOFT 761900
296 16775515 Group 1: MTA GR2. 1YR/Other 158677.31
297 16775285 Group 2: Secure GR1. NOPP 399396
298 16775316 Group 2: Secure GR5. 1YRHARD/2YRSOFT 287216.25
299 16775327 Group 2: Secure GR5. 1YRHARD/2YRSOFT 250625
300 16775340 Group 2: Secure GR5. 1YRHARD/2YRSOFT 77192.5
301 16775371 Group 2: Secure GR5. 1YRHARD/2YRSOFT 303156
302 16775389 Group 1: MTA GR2. 1YR/Other 372966.66
303 16612750 Group 2: Secure GR5. 1YRHARD/2YRSOFT 302225.39
304 16775118 Group 2: Secure GR3. 1YRHARD 480398
305 16775164 Group 2: Secure GR5. 1YRHARD/2YRSOFT 290324
306 16775188 Group 2: Secure GR5. 1YRHARD/2YRSOFT 485210
307 16774907 Group 2: Secure GR2. SOFTPP/OTHER 293231.25
308 16774935 Group 2: Secure GR1. NOPP 465160
309 16774948 Group 2: Secure GR5. 1YRHARD/2YRSOFT 210926
310 16774984 Group 2: Secure GR5. 1YRHARD/2YRSOFT 443906.99
311 16775043 Group 2: Secure GR5. 1YRHARD/2YRSOFT 409020
312 16775052 Group 2: Secure GR5. 1YRHARD/2YRSOFT 148358.21
313 16775068 Group 2: Secure GR5. 1YRHARD/2YRSOFT 461150
314 16775081 Group 2: Secure GR2. SOFTPP/OTHER 601500
315 16775096 Group 2: Secure GR5. 1YRHARD/2YRSOFT 467165
316 16772585 Group 2: Secure GR1. NOPP 733830
317 16772617 Group 2: Secure GR1. NOPP 240600
318 16772631 Group 2: Secure GR5. 1YRHARD/2YRSOFT 200500
319 16772635 Group 2: Secure GR5. 1YRHARD/2YRSOFT 429070
320 16772679 Group 2: Secure GR1. NOPP 236590
321 16772694 Group 2: Secure GR5. 1YRHARD/2YRSOFT 248620
322 16772713 Group 2: Secure GR5. 1YRHARD/2YRSOFT 340850
323 16772289 Group 2: Secure GR5. 1YRHARD/2YRSOFT 272680
324 16772470 Group 2: Secure GR5. 1YRHARD/2YRSOFT 325812.5
325 16772475 Group 2: Secure GR5. 1YRHARD/2YRSOFT 223357
326 16772506 Group 2: Secure GR1. NOPP 292917.47
327 16772522 Group 2: Secure GR5. 1YRHARD/2YRSOFT 342453.42
328 16772528 Group 2: Secure GR5. 1YRHARD/2YRSOFT 733830
329 16772535 Group 2: Secure GR1. NOPP 160279.7
330 16772569 Group 2: Secure GR5. 1YRHARD/2YRSOFT 453130
331 16771846 Group 2: Secure GR5. 1YRHARD/2YRSOFT 248620
332 16771847 Group 2: Secure GR5. 1YRHARD/2YRSOFT 287116
333 16771904 Group 2: Secure GR1. NOPP 275077.98
334 16771932 Group 1: MTA GR2. 1YR/Other 249603.76
335 16771943 Group 2: Secure GR5. 1YRHARD/2YRSOFT 195374.33
336 16771947 Group 2: Secure GR1. NOPP 155387.5
337 16771951 Group 2: Secure GR5. 1YRHARD/2YRSOFT 498844
338 16771953 Group 2: Secure GR5. 1YRHARD/2YRSOFT 297484.71
339 16771969 Group 2: Secure GR5. 1YRHARD/2YRSOFT 268629.9
340 16771975 Group 2: Secure GR5. 1YRHARD/2YRSOFT 320800
341 16771989 Group 2: Secure GR2. SOFTPP/OTHER 392980
342 16772063 Group 2: Secure GR5. 1YRHARD/2YRSOFT 288720
343 16772084 Group 2: Secure GR2. SOFTPP/OTHER 200500
344 16771218 Group 2: Secure GR5. 1YRHARD/2YRSOFT 384960
345 16771221 Group 2: Secure GR5. 1YRHARD/2YRSOFT 140350
346 16771252 Group 2: Secure GR5. 1YRHARD/2YRSOFT 199698
347 16771284 Group 2: Secure GR5. 1YRHARD/2YRSOFT 962400
348 16771288 Group 1: MTA GR2. 1YR/Other 291304.14
349 16771291 Group 2: Secure GR3. 1YRHARD 396488.75
350 16771309 Group 2: Secure GR5. 1YRHARD/2YRSOFT 509270
351 16771356 Group 2: Secure GR5. 1YRHARD/2YRSOFT 340850
352 16771701 Group 2: Secure GR1. NOPP 1982844.75
353 16771702 Group 2: Secure GR5. 1YRHARD/2YRSOFT 252000
354 16771705 Group 2: Secure GR5. 1YRHARD/2YRSOFT 220550
355 16771721 Group 2: Secure GR1. NOPP 303156
356 16771722 Group 2: Secure GR5. 1YRHARD/2YRSOFT 419045.6
357 16771731 Group 2: Secure GR5. 1YRHARD/2YRSOFT 210846.87
358 16771743 Group 2: Secure GR5. 1YRHARD/2YRSOFT 412027.49
359 16771783 Group 2: Secure GR5. 1YRHARD/2YRSOFT 641600
360 16771790 Group 2: Secure GR1. NOPP 352941.75
361 16771804 Group 2: Secure GR5. 1YRHARD/2YRSOFT 189472.5
362 16771825 Group 2: Secure GR5. 1YRHARD/2YRSOFT 324810
363 16771826 Group 2: Secure GR5. 1YRHARD/2YRSOFT 305762.5
364 16771840 Group 2: Secure GR5. 1YRHARD/2YRSOFT 300750
365 16770831 Group 2: Secure GR5. 1YRHARD/2YRSOFT 157192
366 16770850 Group 2: Secure GR5. 1YRHARD/2YRSOFT 565410
367 16770857 Group 1: XXX XX0. 0XX HARD 529872.43
368 16770877 Group 2: Secure GR5. 1YRHARD/2YRSOFT 232532.11
369 16770879 Group 2: Secure GR1. NOPP 648016
370 16770886 Group 2: Secure GR1. NOPP 392980
371 16770913 Group 2: Secure GR1. NOPP 601500
372 16770915 Group 2: Secure GR5. 1YRHARD/2YRSOFT 471475.75
373 16770938 Group 2: Secure GR1. NOPP 173683.13
374 16770994 Group 2: Secure GR5. 1YRHARD/2YRSOFT 328818.33
375 16771007 Group 2: Secure GR5. 1YRHARD/2YRSOFT 272639.9
376 16771009 Group 2: Secure GR5. 1YRHARD/2YRSOFT 214936
377 16771108 Group 2: Secure GR5. 1YRHARD/2YRSOFT 332830
378 16768108 Group 2: Secure GR1. NOPP 190475
379 16768117 Group 2: Secure GR5. 1YRHARD/2YRSOFT 329644.44
380 16768124 Group 2: Secure GR5. 1YRHARD/2YRSOFT 320800
381 16768137 Group 2: Secure GR5. 1YRHARD/2YRSOFT 303958
382 16768143 Group 2: Secure GR1. NOPP 352880
383 16768146 Group 2: Secure GR5. 1YRHARD/2YRSOFT 417040
384 16768150 Group 2: Secure GR5. 1YRHARD/2YRSOFT 461150
385 16768158 Group 2: Secure GR1. NOPP 340850
386 16768169 Group 2: Secure GR5. 1YRHARD/2YRSOFT 288720
387 16768194 Group 1: MTA GR2. 1YR/Other 498808.47
388 16768231 Group 1: MTA GR2. 1YR/Other 565648.8
389 16768248 Group 2: Secure GR1. NOPP 362504
390 16768306 Group 2: Secure GR1. NOPP 296740
391 16768310 Group 2: Secure GR1. NOPP 280700
392 16768319 Group 2: Secure GR5. 1YRHARD/2YRSOFT 471175
393 16768325 Group 2: Secure GR5. 1YRHARD/2YRSOFT 651625
394 16768330 Group 1: MTA GR1. NOPP 430970.52
395 16768366 Group 2: Secure GR5. 1YRHARD/2YRSOFT 396990
396 16768369 Group 2: Secure GR5. 1YRHARD/2YRSOFT 615936
397 16768387 Group 2: Secure GR5. 1YRHARD/2YRSOFT 200500
398 16768405 Group 2: Secure GR5. 1YRHARD/2YRSOFT 469170
399 16768406 Group 2: Secure GR5. 1YRHARD/2YRSOFT 199698
400 16768410 Group 2: Secure GR5. 1YRHARD/2YRSOFT 789970
401 16768425 Group 2: Secure GR3. 1YRHARD 286715
402 16768449 Group 2: Secure GR5. 1YRHARD/2YRSOFT 437090
403 16768471 Group 2: Secure GR5. 1YRHARD/2YRSOFT 498042
404 16768499 Group 2: Secure GR5. 1YRHARD/2YRSOFT 473180
405 16768521 Group 2: Secure GR5. 1YRHARD/2YRSOFT 461150
406 16768525 Group 2: Secure GR5. 1YRHARD/2YRSOFT 280700
407 16768539 Group 2: Secure GR5. 1YRHARD/2YRSOFT 266264
408 16770492 Group 2: Secure GR5. 1YRHARD/2YRSOFT 585460
409 16770493 Group 2: Secure GR1. NOPP 401000
410 16770494 Group 2: Secure GR1. NOPP 379346
411 16770496 Group 2: Secure GR5. 1YRHARD/2YRSOFT 526914
412 16770501 Group 2: Secure GR5. 1YRHARD/2YRSOFT 585460
413 16770506 Group 2: Secure GR1. NOPP 453130
414 16770550 Group 2: Secure GR5. 1YRHARD/2YRSOFT 248620
415 16770554 Group 2: Secure GR5. 1YRHARD/2YRSOFT 399396
416 16770608 Group 2: Secure GR3. 1YRHARD 769920
417 16770708 Group 2: Secure GR5. 1YRHARD/2YRSOFT 1002500
418 16770709 Group 2: Secure GR1. NOPP 534934
419 16770714 Group 2: Secure GR5. 1YRHARD/2YRSOFT 528217.25
420 16770722 Group 2: Secure GR5. 1YRHARD/2YRSOFT 252630
421 16770723 Group 2: Secure GR5. 1YRHARD/2YRSOFT 526914
422 16770757 Group 2: Secure GR1. NOPP 417892.13
423 16770764 Group 2: Secure GR5. 1YRHARD/2YRSOFT 593480
424 16770790 Group 2: Secure GR5. 1YRHARD/2YRSOFT 158595.5
425 16770794 Group 2: Secure GR5. 1YRHARD/2YRSOFT 296740
426 16768010 Group 2: Secure GR5. 1YRHARD/2YRSOFT 324810
427 16768016 Group 2: Secure GR1. NOPP 304760
428 16768020 Group 2: Secure GR5. 1YRHARD/2YRSOFT 345361.25
429 16768036 Group 2: Secure GR5. 1YRHARD/2YRSOFT 232379.5
430 16765628 Group 2: Secure GR5. 1YRHARD/2YRSOFT 260650
431 16765644 Group 2: Secure GR5. 1YRHARD/2YRSOFT 272680
432 16765646 Group 2: Secure GR1. NOPP 436087.5
433 16765660 Group 2: Secure GR5. 1YRHARD/2YRSOFT 521300
434 16765662 Group 2: Secure GR1. NOPP 276690
435 16765665 Group 2: Secure GR1. NOPP 212530
436 16765667 Group 2: Secure GR5. 1YRHARD/2YRSOFT 481200
437 16767850 Group 2: Secure GR1. NOPP 362504
438 16767862 Group 2: Secure GR1. NOPP 453130
439 16767894 Group 2: Secure GR5. 1YRHARD/2YRSOFT 497399.55
440 16767936 Group 2: Secure GR5. 1YRHARD/2YRSOFT 233081.25
441 16765372 Group 2: Secure GR1. NOPP 224357.98
442 16765383 Group 2: Secure GR5. 1YRHARD/2YRSOFT 168420
443 16765402 Group 2: Secure GR5. 1YRHARD/2YRSOFT 248620
444 16765443 Group 2: Secure GR5. 1YRHARD/2YRSOFT 376940
445 16765468 Group 2: Secure GR1. NOPP 304760
446 16765228 Group 2: Secure GR1. NOPP 406614
447 16765237 Group 2: Secure GR1. NOPP 614031.25
448 16765240 Group 2: Secure GR5. 1YRHARD/2YRSOFT 477190
449 16765242 Group 2: Secure GR5. 1YRHARD/2YRSOFT 534853.8
450 16765244 Group 2: Secure GR1. NOPP 278294
451 16765259 Group 2: Secure GR1. NOPP 372930
452 16765269 Group 2: Secure GR5. 1YRHARD/2YRSOFT 779344.71
453 16765278 Group 2: Secure GR5. 1YRHARD/2YRSOFT 417040
454 16765291 Group 2: Secure GR5. 1YRHARD/2YRSOFT 542954
455 16765306 Group 2: Secure GR5. 1YRHARD/2YRSOFT 224409.62
456 16765312 Group 2: Secure GR1. NOPP 173432.5
457 16765324 Group 2: Secure GR3. 1YRHARD 537340
458 16765219 Group 2: Secure GR1. NOPP 409020
459 16765226 Group 2: Secure GR1. NOPP 311176
460 16765186 Group 2: Secure GR5. 1YRHARD/2YRSOFT 310775
461 16765196 Group 2: Secure GR1. NOPP 396990
462 16765197 Group 2: Secure GR5. 1YRHARD/2YRSOFT 232981
463 16765126 Group 2: Secure GR5. 1YRHARD/2YRSOFT 300750
464 16765128 Group 2: Secure GR5. 1YRHARD/2YRSOFT 517290
465 16765132 Group 2: Secure GR1. NOPP 272680
466 16765136 Group 2: Secure GR1. NOPP 651625
467 16765137 Group 2: Secure GR5. 1YRHARD/2YRSOFT 612728
468 16765138 Group 2: Secure GR1. NOPP 189272
469 16765140 Group 2: Secure GR5. 1YRHARD/2YRSOFT 443105
470 16765145 Group 2: Secure GR5. 1YRHARD/2YRSOFT 172430
471 16765077 Group 2: Secure GR5. 1YRHARD/2YRSOFT 220550
472 16732029 Group 2: Secure GR1. NOPP 182856
473 16732035 Group 2: Secure GR1. NOPP 388970
474 16732036 Group 2: Secure GR1. NOPP 348870
475 16732049 Group 2: Secure GR1. NOPP 497240
476 16732071 Group 2: Secure GR5. 1YRHARD/2YRSOFT 561400
477 16732088 Group 2: Secure GR2. SOFTPP/OTHER 125312.5
478 16732098 Group 2: Secure GR5. 1YRHARD/2YRSOFT 295236.25
479 16731989 Group 2: Secure GR5. 1YRHARD/2YRSOFT 371927.5
480 16731997 Group 2: Secure GR5. 1YRHARD/2YRSOFT 272579.75
481 16732027 Group 2: Secure GR1. NOPP 481200
482 16731938 Group 1: MTA GR2. 1YR/Other 420595.3
483 16731941 Group 2: Secure GR1. NOPP 300750
484 16731946 Group 2: Secure GR1. NOPP 280700
485 16731950 Group 2: Secure GR1. NOPP 288218.75
486 16731963 Group 2: Secure GR5. 1YRHARD/2YRSOFT 445110
487 16731965 Group 2: Secure GR1. NOPP 300750
488 16721792 Group 2: Secure GR2. SOFTPP/OTHER 364910
489 16721794 Group 2: Secure GR5. 1YRHARD/2YRSOFT 633580
490 16719104 Group 2: Secure GR5. 1YRHARD/2YRSOFT 390493.79
491 16719113 Group 2: Secure GR5. 1YRHARD/2YRSOFT 376940
492 16719119 Group 2: Secure GR1. NOPP 279898
493 16719185 Group 2: Secure GR5. 1YRHARD/2YRSOFT 208419.75
494 16719022 Group 2: Secure GR5. 1YRHARD/2YRSOFT 160400
495 16719043 Group 2: Secure GR5. 1YRHARD/2YRSOFT 365260.88
496 16719052 Group 2: Secure GR1. NOPP 529320
497 16719053 Group 2: Secure GR5. 1YRHARD/2YRSOFT 501250
498 16719064 Group 2: Secure GR5. 1YRHARD/2YRSOFT 413030
499 16719081 Group 2: Secure GR1. NOPP 224560
500 16719095 Group 2: Secure GR5. 1YRHARD/2YRSOFT 201302
501 16718502 Group 2: Secure GR1. NOPP 501250
502 16718543 Group 2: Secure GR1. NOPP 493230
503 16718560 Group 1: MTA GR2. 1YR/Other 151637.78
504 16718569 Group 2: Secure GR5. 1YRHARD/2YRSOFT 401000
505 16718571 Group 2: Secure GR5. 1YRHARD/2YRSOFT 280700
506 16718574 Group 2: Secure GR1. NOPP 255036
507 16718579 Group 2: Secure GR5. 1YRHARD/2YRSOFT 213063.7
508 16718583 Group 2: Secure GR1. NOPP 160400
509 16718587 Group 2: Secure GR5. 1YRHARD/2YRSOFT 457140
510 16718624 Group 2: Secure GR1. NOPP 350875
511 16718636 Group 2: Secure GR1. NOPP 370925
512 16718957 Group 2: Secure GR5. 1YRHARD/2YRSOFT 167823.51
513 16718988 Group 2: Secure GR5. 1YRHARD/2YRSOFT 418042.5
514 16718660 Group 2: Secure GR5. 1YRHARD/2YRSOFT 182455
515 16718665 Group 2: Secure GR5. 1YRHARD/2YRSOFT 401000
516 16718693 Group 2: Secure GR5. 1YRHARD/2YRSOFT 198094
517 16718724 Group 2: Secure GR5. 1YRHARD/2YRSOFT 142856.25
518 16718738 Group 2: Secure GR5. 1YRHARD/2YRSOFT 256289.12
519 16718763 Group 2: Secure GR5. 1YRHARD/2YRSOFT 190379.81
520 16718771 Group 2: Secure GR5. 1YRHARD/2YRSOFT 397850.52
521 16718784 Group 2: Secure GR5. 1YRHARD/2YRSOFT 1002500
522 16718795 Group 2: Secure GR5. 1YRHARD/2YRSOFT 187968.75
523 16718812 Group 2: Secure GR5. 1YRHARD/2YRSOFT 371326
524 16718814 Group 2: Secure GR1. NOPP 270675
525 16718824 Group 2: Secure GR5. 1YRHARD/2YRSOFT 125312.5
526 16718833 Group 2: Secure GR5. 1YRHARD/2YRSOFT 380950
527 16718898 Group 2: Secure GR5. 1YRHARD/2YRSOFT 457140
528 16718936 Group 2: Secure GR5. 1YRHARD/2YRSOFT 364910
529 16718939 Group 2: Secure GR1. NOPP 561400
530 16718450 Group 2: Secure GR5. 1YRHARD/2YRSOFT 521300
531 16718470 Group 2: Secure GR5. 1YRHARD/2YRSOFT 585460
532 16718477 Group 2: Secure GR5. 1YRHARD/2YRSOFT 308670
533 16718484 Group 2: Secure GR1. NOPP 328820
534 16718358 Group 2: Secure GR1. NOPP 554768.91
535 16718371 Group 2: Secure GR5. 1YRHARD/2YRSOFT 374670.12
536 16718379 Group 2: Secure GR1. NOPP 527665.87
537 16718256 Group 2: Secure GR1. NOPP 546728.79
538 16718287 Group 2: Secure GR5. 1YRHARD/2YRSOFT 902250
539 16717677 Group 1: MTA GR2. 1YR/Other 389401.82
540 16717725 Group 2: Secure GR1. NOPP 336840
541 16717727 Group 2: Secure GR2. SOFTPP/OTHER 358494
542 16717814 Group 2: Secure GR1. NOPP 966824.03
543 16717847 Group 2: Secure GR5. 1YRHARD/2YRSOFT 360900
544 16718142 Group 2: Secure GR5. 1YRHARD/2YRSOFT 637590
545 16718182 Group 2: Secure GR5. 1YRHARD/2YRSOFT 759793.19
546 16718207 Group 2: Secure GR1. NOPP 192963.1
547 16718208 Group 2: Secure GR2. SOFTPP/OTHER 437090
548 16718222 Group 2: Secure GR1. NOPP 775269.66
549 16717534 Group 2: Secure GR5. 1YRHARD/2YRSOFT 228570
550 16717545 Group 2: Secure GR3. 1YRHARD 264660
551 16717588 Group 2: Secure GR5. 1YRHARD/2YRSOFT 224560
552 16717616 Group 2: Secure GR5. 1YRHARD/2YRSOFT 167234.68
553 16717639 Group 2: Secure GR5. 1YRHARD/2YRSOFT 167234.68
554 16717237 Group 2: Secure GR1. NOPP 252630
555 16717270 Group 2: Secure GR3. 1YRHARD 352078
556 16717377 Group 2: Secure GR5. 1YRHARD/2YRSOFT 450247.46
557 16717382 Group 2: Secure GR1. NOPP 360900
558 16717387 Group 2: Secure GR5. 1YRHARD/2YRSOFT 301504.92
559 16717470 Group 2: Secure GR5. 1YRHARD/2YRSOFT 167235.69
560 16717182 Group 2: Secure GR5. 1YRHARD/2YRSOFT 152299.8
561 16717202 Group 2: Secure GR5. 1YRHARD/2YRSOFT 194084
562 16715140 Group 2: Secure GR5. 1YRHARD/2YRSOFT 210524.99
563 16715144 Group 2: Secure GR1. NOPP 300750
564 16715178 Group 2: Secure GR1. NOPP 241203.81
565 16715182 Group 2: Secure GR1. NOPP 737840
566 16715183 Group 2: Secure GR1. NOPP 388970
567 16715242 Group 2: Secure GR1. NOPP 306364
568 16715244 Group 2: Secure GR5. 1YRHARD/2YRSOFT 209322
569 16715256 Group 2: Secure GR5. 1YRHARD/2YRSOFT 189574
570 16715261 Group 2: Secure GR5. 1YRHARD/2YRSOFT 211527.5
571 16715309 Group 1: MTA GR2. 1YR/Other 648451.01
572 16717156 Group 2: Secure GR5. 1YRHARD/2YRSOFT 280198.75
573 16717160 Group 1: MTA GR2. 1YR/Other 387075.37
574 16715132 Group 2: Secure GR5. 1YRHARD/2YRSOFT 509270
575 16714961 Group 2: Secure GR5. 1YRHARD/2YRSOFT 169943.8
576 16714969 Group 2: Secure GR5. 1YRHARD/2YRSOFT 264660
577 16714034 Group 2: Secure GR1. NOPP 212530
578 16714089 Group 2: Secure GR1. NOPP 332830
579 16714097 Group 2: Secure GR2. SOFTPP/OTHER 344860
580 16714116 Group 2: Secure GR5. 1YRHARD/2YRSOFT 304760
581 16714120 Group 2: Secure GR1. NOPP 196490
582 16714121 Group 2: Secure GR5. 1YRHARD/2YRSOFT 153984
583 16714124 Group 2: Secure GR5. 1YRHARD/2YRSOFT 220148.99
584 16714126 Group 2: Secure GR1. NOPP 244610
585 16714127 Group 2: Secure GR1. NOPP 516788.75
586 16714130 Group 2: Secure GR1. NOPP 418042.5
587 16714169 Group 2: Secure GR5. 1YRHARD/2YRSOFT 213532.49
588 16714170 Group 2: Secure GR5. 1YRHARD/2YRSOFT 218063.8
589 16714187 Group 2: Secure GR1. NOPP 461150
590 16714194 Group 2: Secure GR5. 1YRHARD/2YRSOFT 326414
591 16715032 Group 2: Secure GR5. 1YRHARD/2YRSOFT 406012.5
592 16715037 Group 2: Secure GR5. 1YRHARD/2YRSOFT 453130
593 16715056 Group 2: Secure GR5. 1YRHARD/2YRSOFT 344860
594 16714760 Group 2: Secure GR5. 1YRHARD/2YRSOFT 1409765.62
595 16714761 Group 1: MTA GR2. 1YR/Other 501202.75
596 16714901 Group 2: Secure GR1. NOPP 280700
597 16713946 Group 2: Secure GR1. NOPP 962400
598 16713978 Group 2: Secure GR5. 1YRHARD/2YRSOFT 291727.5
599 16713730 Group 2: Secure GR1. NOPP 603008.12
600 16713739 Group 2: Secure GR5. 1YRHARD/2YRSOFT 248620
601 16713759 Group 2: Secure GR1. NOPP 328820
602 16713867 Group 2: Secure GR5. 1YRHARD/2YRSOFT 163207
603 16711311 Group 2: Secure GR2. SOFTPP/OTHER 544558
604 16711325 Group 2: Secure GR5. 1YRHARD/2YRSOFT 404925
605 16713533 Group 2: Secure GR5. 1YRHARD/2YRSOFT 248620
606 16713587 Group 2: Secure GR5. 1YRHARD/2YRSOFT 212530
607 16713618 Group 2: Secure GR1. NOPP 148174.52
608 16713693 Group 2: Secure GR5. 1YRHARD/2YRSOFT 385962.5
609 16711095 Group 2: Secure GR1. NOPP 849969.62
610 16711120 Group 2: Secure GR5. 1YRHARD/2YRSOFT 275687.5
611 16711139 Group 2: Secure GR1. NOPP 449019.75
612 16711141 Group 1: MTA GR1. NOPP 466287.73
613 16711149 Group 2: Secure GR2. SOFTPP/OTHER 185262
614 16711152 Group 2: Secure GR1. NOPP 518292.5
615 16711160 Group 1: MTA GR1. NOPP 299391.14
616 16711166 Group 2: Secure GR1. NOPP 440069.43
617 16711167 Group 2: Secure GR5. 1YRHARD/2YRSOFT 317592
618 16711172 Group 2: Secure GR1. NOPP 255637.5
619 16711205 Group 2: Secure GR5. 1YRHARD/2YRSOFT 501250
620 16711216 Group 2: Secure GR5. 1YRHARD/2YRSOFT 300000
621 16711278 Group 2: Secure GR5. 1YRHARD/2YRSOFT 268670
622 16711295 Group 2: Secure GR1. NOPP 207076.4
623 16711302 Group 2: Secure GR1. NOPP 460849.25
624 16711225 Group 2: Secure GR2. SOFTPP/OTHER 577440
625 16711239 Group 2: Secure GR1. NOPP 182455
626 16711243 Group 2: Secure GR5. 1YRHARD/2YRSOFT 533330
627 16711246 Group 2: Secure GR1. NOPP 250123.75
628 16711249 Group 2: Secure GR2. SOFTPP/OTHER 427566.25
629 16710874 Group 2: Secure GR5. 1YRHARD/2YRSOFT 416037.5
630 16710896 Group 2: Secure GR2. SOFTPP/OTHER 263056
631 16710946 Group 2: Secure GR5. 1YRHARD/2YRSOFT 336840
632 16711011 Group 2: Secure GR2. SOFTPP/OTHER 469170
633 16711034 Group 2: Secure GR1. NOPP 862150
634 16711065 Group 2: Secure GR5. 1YRHARD/2YRSOFT 651625
635 16711070 Group 2: Secure GR5. 1YRHARD/2YRSOFT 425060
636 16710094 Group 2: Secure GR1. NOPP 703454.25
637 16710135 Group 2: Secure GR5. 1YRHARD/2YRSOFT 360900
638 16710704 Group 2: Secure GR5. 1YRHARD/2YRSOFT 250625
639 16710725 Group 2: Secure GR5. 1YRHARD/2YRSOFT 320800
640 16710230 Group 2: Secure GR5. 1YRHARD/2YRSOFT 437090
641 16710238 Group 2: Secure GR1. NOPP 585460
642 16708378 Group 1: MTA GR2. 1YR/Other 598982.86
643 16708381 Group 1: MTA GR2. 1YR/Other 622942.18
644 16709444 Group 2: Secure GR1. NOPP 521703.48
645 16709446 Group 2: Secure GR1. NOPP 532658.69
646 16709472 Group 1: MTA GR2. 1YR/Other 349007.35
647 16709478 Group 2: Secure GR1. NOPP 601500
648 16709482 Group 2: Secure GR5. 1YRHARD/2YRSOFT 471325.38
649 16709493 Group 2: Secure GR5. 1YRHARD/2YRSOFT 555436.12
650 16709521 Group 2: Secure GR5. 1YRHARD/2YRSOFT 335837.5
651 16707980 Group 2: Secure GR1. NOPP 230976
652 16709549 Group 2: Secure GR5. 1YRHARD/2YRSOFT 573029
653 16709601 Group 2: Secure GR5. 1YRHARD/2YRSOFT 187668
654 16709608 Group 1: MTA GR2. 1YR/Other 638915.05
655 16709630 Group 2: Secure GR5. 1YRHARD/2YRSOFT 372930
656 16709632 Group 2: Secure GR5. 1YRHARD/2YRSOFT 170024
657 16708116 Group 2: Secure GR5. 1YRHARD/2YRSOFT 256480.19
658 16709712 Group 2: Secure GR3. 1YRHARD 230174
659 16709716 Group 2: Secure GR3. 1YRHARD 761900
660 16709722 Group 1: MTA GR2. 1YR/Other 582608.3
661 16709756 Group 1: MTA GR2. 1YR/Other 500803.7
662 16709765 Group 2: Secure GR5. 1YRHARD/2YRSOFT 182912.8
663 16708172 Group 2: Secure GR5. 1YRHARD/2YRSOFT 170450.43
664 16708178 Group 2: Secure GR5. 1YRHARD/2YRSOFT 171148.81
665 16709873 Group 2: Secure GR5. 1YRHARD/2YRSOFT 221743.98
666 16708195 Group 2: Secure GR1. NOPP 295537
667 16708212 Group 2: Secure GR5. 1YRHARD/2YRSOFT 545360
668 16708237 Group 2: Secure GR1. NOPP 409020
669 16708248 Group 2: Secure GR5. 1YRHARD/2YRSOFT 805909.75
670 16709920 Group 1: MTA GR2. 1YR/Other 304414.38
671 16709948 Group 2: Secure GR5. 1YRHARD/2YRSOFT 279898
672 16709988 Group 2: Secure GR5. 1YRHARD/2YRSOFT 502507.81
673 16710049 Group 2: Secure GR1. NOPP 373381.13
674 16710053 Group 2: Secure GR1. NOPP 404208
675 16710066 Group 2: Secure GR1. NOPP 180450
676 16708325 Group 2: Secure GR5. 1YRHARD/2YRSOFT 216540
677 16708345 Group 2: Secure GR5. 1YRHARD/2YRSOFT 212530
678 16707057 Group 2: Secure GR5. 1YRHARD/2YRSOFT 407416
679 16707088 Group 2: Secure GR5. 1YRHARD/2YRSOFT 196902.71
680 16707141 Group 2: Secure GR5. 1YRHARD/2YRSOFT 200500
681 16707148 Group 2: Secure GR4. 1YRHARD/1YRSOFT 143608.13
682 16707170 Group 2: Secure GR5. 1YRHARD/2YRSOFT 470347.68
683 16707194 Group 2: Secure GR5. 1YRHARD/2YRSOFT 338444
684 16707205 Group 2: Secure GR5. 1YRHARD/2YRSOFT 478393
685 16707206 Group 2: Secure GR2. SOFTPP/OTHER 584658
686 16707221 Group 2: Secure GR5. 1YRHARD/2YRSOFT 589470
687 16707222 Group 2: Secure GR2. SOFTPP/OTHER 195224.24
688 16707755 Group 2: Secure GR2. SOFTPP/OTHER 681700
689 16707818 Group 2: Secure GR1. NOPP 167598.5
690 16707910 Group 2: Secure GR5. 1YRHARD/2YRSOFT 421050
691 16707927 Group 2: Secure GR5. 1YRHARD/2YRSOFT 187587.8
692 16706605 Group 2: Secure GR5. 1YRHARD/2YRSOFT 177963.8
693 16706798 Group 2: Secure GR2. SOFTPP/OTHER 660046
694 16706697 Group 2: Secure GR2. SOFTPP/OTHER 295136
695 16704555 Group 2: Secure GR5. 1YRHARD/2YRSOFT 196490
696 16706527 Group 2: Secure GR1. NOPP 501250
697 16706532 Group 2: Secure GR5. 1YRHARD/2YRSOFT 112280
698 16706536 Group 2: Secure GR1. NOPP 151578
699 16704659 Group 2: Secure GR5. 1YRHARD/2YRSOFT 208520
700 16704728 Group 2: Secure GR5. 1YRHARD/2YRSOFT 298344
701 16706412 Group 1: MTA GR2. 1YR/Other 490827.53
702 16704135 Group 2: Secure GR5. 1YRHARD/2YRSOFT 392980
703 16704172 Group 2: Secure GR1. NOPP 1002500
704 16704194 Group 2: Secure GR5. 1YRHARD/2YRSOFT 244420.25
705 16704265 Group 2: Secure GR5. 1YRHARD/2YRSOFT 295938
706 16704298 Group 2: Secure GR5. 1YRHARD/2YRSOFT 257284.46
707 16704393 Group 2: Secure GR5. 1YRHARD/2YRSOFT 418042.5
708 16697911 Group 2: Secure GR5. 1YRHARD/2YRSOFT 208520
709 16697919 Group 2: Secure GR3. 1YRHARD 244610
710 16697860 Group 2: Secure GR1. NOPP 187367.25
711 16697864 Group 2: Secure GR1. NOPP 410022.5
712 16697872 Group 2: Secure GR2. SOFTPP/OTHER 252630
713 16697720 Group 2: Secure GR1. NOPP 277384.38
714 16697767 Group 2: Secure GR1. NOPP 348118.12
715 16697772 Group 2: Secure GR5. 1YRHARD/2YRSOFT 429070
716 16697839 Group 2: Secure GR1. NOPP 802000
717 16848938 Group 2: Secure GR3. 1YRHARD 296800
718 16839530 Group 2: Secure GR5. 1YRHARD/2YRSOFT 296000
719 16839548 Group 1: MTA GR3. 3YR HARD 304000
720 16839594 Group 2: Secure GR1. NOPP 752000
721 16848829 Group 2: Secure GR5. 1YRHARD/2YRSOFT 382500
722 16848833 Group 2: Secure GR3. 1YRHARD 430000
723 16845468 Group 2: Secure GR3. 1YRHARD 262400
724 16847252 Group 2: Secure GR5. 1YRHARD/2YRSOFT 280000
725 16847296 Group 2: Secure GR5. 1YRHARD/2YRSOFT 520000
726 16839494 Group 2: Secure GR5. 1YRHARD/2YRSOFT 636000
727 16834994 Group 2: Secure GR5. 1YRHARD/2YRSOFT 279920
728 16834996 Group 1: MTA GR3. 3YR HARD 408000
729 16835000 Group 2: Secure GR5. 1YRHARD/2YRSOFT 300000
730 16835064 Group 1: MTA GR3. 3YR HARD 436000
731 16835082 Group 2: Secure GR2. SOFTPP/OTHER 520000
732 16835095 Group 2: Secure GR5. 1YRHARD/2YRSOFT 279920
733 16835103 Group 2: Secure GR5. 1YRHARD/2YRSOFT 396000
734 16835129 Group 2: Secure GR5. 1YRHARD/2YRSOFT 320000
735 16835147 Group 2: Secure GR5. 1YRHARD/2YRSOFT 752000
736 16834926 Group 1: MTA GR1. NOPP 462894.26
737 16838357 Group 1: MTA GR3. 3YR HARD 740000
738 16838365 Group 1: MTA GR3. 3YR HARD 164000
739 16838372 Group 2: Secure GR5. 1YRHARD/2YRSOFT 268000
740 16838253 Group 1: MTA GR3. 3YR HARD 628000
741 16838446 Group 2: Secure GR5. 1YRHARD/2YRSOFT 196000
742 16838465 Group 2: Secure GR3. 1YRHARD 156000
743 16838472 Group 1: MTA GR2. 1YR/Other 500000
744 16834985 Group 2: Secure GR5. 1YRHARD/2YRSOFT 206080
745 16718037 Group 2: Secure GR3. 1YRHARD 353350
746 16718050 Group 2: Secure GR3. 1YRHARD 654400
747 16721473 Group 2: Secure GR5. 1YRHARD/2YRSOFT 360098
748 16709385 Group 2: Secure GR2. SOFTPP/OTHER 466000
749 16714655 Group 1: MTA GR3. 3YR HARD 216000
750 16716308 Group 2: Secure GR1. NOPP 368000
751 16832748 Group 1: MTA GR3. 3YR HARD 440000
752 16832750 Group 2: Secure GR3. 1YRHARD 292000
753 16832543 Group 2: Secure GR1. NOPP 388000
754 16832545 Group 1: MTA GR2. 1YR/Other 743920
755 16832553 Group 2: Secure GR1. NOPP 247500
756 16832569 Group 2: Secure GR5. 1YRHARD/2YRSOFT 556000
757 16832597 Group 2: Secure GR3. 1YRHARD 208000
758 16832634 Group 2: Secure GR5. 1YRHARD/2YRSOFT 356000
759 16832656 Group 2: Secure GR1. NOPP 551200
760 16832679 Group 2: Secure GR3. 1YRHARD 352000
761 16832682 Group 2: Secure GR5. 1YRHARD/2YRSOFT 268800
762 16832702 Group 2: Secure GR3. 1YRHARD 1055000
763 16832713 Group 1: MTA GR2. 1YR/Other 311250
764 16832723 Group 2: Secure GR4. 1YRHARD/1YRSOFT 300000
765 16832535 Group 1: MTA GR2. 1YR/Other 260000
766 16832539 Group 2: Secure GR1. NOPP 312000
767 16825909 Group 2: Secure GR5. 1YRHARD/2YRSOFT 228000
768 16826079 Group 1: MTA GR3. 3YR HARD 299920
769 16825921 Group 2: Secure GR2. SOFTPP/OTHER 412640
770 16826093 Group 1: MTA GR3. 3YR HARD 432000
771 16826121 Group 2: Secure GR3. 1YRHARD 524000
772 16825965 Group 2: Secure GR1. NOPP 684000
773 16826135 Group 2: Secure GR5. 1YRHARD/2YRSOFT 408000
774 16826166 Group 2: Secure GR2. SOFTPP/OTHER 648000
775 16826167 Group 2: Secure GR2. SOFTPP/OTHER 244000
776 16826176 Group 2: Secure GR5. 1YRHARD/2YRSOFT 184000
777 16832507 Group 2: Secure GR3. 1YRHARD 452000
778 16832521 Group 1: MTA GR3. 3YR HARD 401250
779 16832531 Group 2: Secure GR5. 1YRHARD/2YRSOFT 208000
780 16826070 Group 1: MTA GR3. 3YR HARD 157500
781 16826072 Group 2: Secure GR5. 1YRHARD/2YRSOFT 396000
782 16826036 Group 1: MTA GR2. 1YR/Other 412000
783 16825989 Group 2: Secure GR3. 1YRHARD 376800
784 16825993 Group 2: Secure GR3. 1YRHARD 340000
785 16826001 Group 2: Secure GR1. NOPP 370800
786 16826005 Group 2: Secure GR3. 1YRHARD 528000
787 16823604 Group 2: Secure GR5. 1YRHARD/2YRSOFT 640000
788 16823621 Group 2: Secure GR5. 1YRHARD/2YRSOFT 649961
789 16825972 Group 1: MTA GR2. 1YR/Other 608000
790 16825974 Group 2: Secure GR3. 1YRHARD 380000
791 16823377 Group 1: MTA GR3. 3YR HARD 975000
792 16823378 Group 2: Secure GR3. 1YRHARD 275000
793 16823381 Group 2: Secure GR3. 1YRHARD 559920
794 16823396 Group 1: MTA GR3. 3YR HARD 300000
795 16823416 Group 2: Secure GR2. SOFTPP/OTHER 139992
796 16823419 Group 1: MTA GR3. 3YR HARD 169792
797 16823428 Group 1: MTA GR2. 1YR/Other 347200
798 16823450 Group 2: Secure GR3. 1YRHARD 428000
799 16823454 Group 1: MTA GR3. 3YR HARD 300000
800 16823457 Group 2: Secure GR2. SOFTPP/OTHER 248000
801 16823467 Group 2: Secure GR5. 1YRHARD/2YRSOFT 284000
802 16823476 Group 2: Secure GR1. NOPP 192000
803 16818862 Group 2: Secure GR1. NOPP 456000
804 16818910 Group 1: MTA GR2. 1YR/Other 704000
805 16818913 Group 2: Secure GR1. NOPP 178000
806 16818928 Group 2: Secure GR1. NOPP 340800
807 16818930 Group 2: Secure GR2. SOFTPP/OTHER 596000
808 16818948 Group 2: Secure GR5. 1YRHARD/2YRSOFT 396000
809 16818950 Group 2: Secure GR3. 1YRHARD 352000
810 16823372 Group 2: Secure GR5. 1YRHARD/2YRSOFT 239000
811 16823373 Group 1: MTA GR3. 3YR HARD 438440
812 16823519 Group 2: Secure GR3. 1YRHARD 201721
813 16823528 Group 1: MTA GR3. 3YR HARD 291200
814 16823544 Group 2: Secure GR5. 1YRHARD/2YRSOFT 520000
815 16818798 Group 2: Secure GR5. 1YRHARD/2YRSOFT 540000
816 16818815 Group 1: MTA GR3. 3YR HARD 396000
817 16818817 Group 2: Secure GR1. NOPP 322400
818 16812658 Group 1: MTA GR3. 3YR HARD 208000
819 16812638 Group 2: Secure GR5. 1YRHARD/2YRSOFT 520000
820 16812645 Group 2: Secure GR5. 1YRHARD/2YRSOFT 230328
821 16812629 Group 1: MTA GR3. 3YR HARD 641250
822 16812412 Group 1: MTA GR3. 3YR HARD 450000
823 16812427 Group 2: Secure GR2. SOFTPP/OTHER 645000
824 16812430 Group 2: Secure GR3. 1YRHARD 388000
825 16812435 Group 2: Secure GR5. 1YRHARD/2YRSOFT 417000
826 16812443 Group 1: MTA GR2. 1YR/Other 232772
827 16812454 Group 2: Secure GR3. 1YRHARD 220000
828 16812475 Group 2: Secure GR5. 1YRHARD/2YRSOFT 408000
829 16812477 Group 1: MTA GR1. NOPP 105499
830 16812479 Group 2: Secure GR5. 1YRHARD/2YRSOFT 240000
831 16812515 Group 1: MTA GR2. 1YR/Other 412000
832 16812578 Group 2: Secure GR3. 1YRHARD 436400
833 16802894 Group 2: Secure GR3. 1YRHARD 719200
834 16803080 Group 2: Secure GR1. NOPP 520000
835 16803096 Group 2: Secure GR3. 1YRHARD 536000
836 16803105 Group 1: MTA GR2. 1YR/Other 426400
837 16805731 Group 2: Secure GR3. 1YRHARD 192800
838 16806621 Group 2: Secure GR5. 1YRHARD/2YRSOFT 360000
839 16806628 Group 2: Secure GR5. 1YRHARD/2YRSOFT 452000
840 16806634 Group 2: Secure GR3. 1YRHARD 532000
841 16805746 Group 1: MTA GR2. 1YR/Other 640000
842 16808263 Group 2: Secure GR3. 1YRHARD 900000
843 16803129 Group 1: MTA GR2. 1YR/Other 504000
844 16803137 Group 2: Secure GR5. 1YRHARD/2YRSOFT 154000
845 16802913 Group 1: MTA GR3. 3YR HARD 500000
846 16802918 Group 1: MTA GR3. 3YR HARD 251920
847 16802975 Group 2: Secure GR1. NOPP 435500
848 16803152 Group 2: Secure GR4. 1YRHARD/1YRSOFT 168400
849 16808182 Group 2: Secure GR3. 1YRHARD 680000
850 16808304 Group 2: Secure GR1. NOPP 235200
851 16808310 Group 2: Secure GR5. 1YRHARD/2YRSOFT 344000
852 16808322 Group 2: Secure GR2. SOFTPP/OTHER 784000
853 16808329 Group 2: Secure GR3. 1YRHARD 370400
854 16803171 Group 2: Secure GR5. 1YRHARD/2YRSOFT 563588
855 16803187 Group 2: Secure GR4. 1YRHARD/1YRSOFT 456300
856 16803192 Group 2: Secure GR5. 1YRHARD/2YRSOFT 193600
857 16802934 Group 1: MTA GR3. 3YR HARD 365000
858 16803199 Group 2: Secure GR5. 1YRHARD/2YRSOFT 240000
859 16803201 Group 2: Secure GR5. 1YRHARD/2YRSOFT 236000
860 16802948 Group 2: Secure GR3. 1YRHARD 471200
861 16803239 Group 2: Secure GR3. 1YRHARD 360000
862 16803257 Group 2: Secure GR5. 1YRHARD/2YRSOFT 304000
863 16802962 Group 2: Secure GR1. NOPP 292000
864 16803262 Group 2: Secure GR5. 1YRHARD/2YRSOFT 208000
865 16803266 Group 2: Secure GR2. SOFTPP/OTHER 240800
866 16808336 Group 2: Secure GR4. 1YRHARD/1YRSOFT 452000
867 16806459 Group 2: Secure GR3. 1YRHARD 332000
868 16805696 Group 1: MTA GR3. 3YR HARD 500000
869 16806496 Group 2: Secure GR1. NOPP 488000
870 16806514 Group 2: Secure GR3. 1YRHARD 608000
871 16808385 Group 2: Secure GR5. 1YRHARD/2YRSOFT 664000
872 16808393 Group 2: Secure GR1. NOPP 228000
873 16808397 Group 2: Secure GR2. SOFTPP/OTHER 996000
874 16808416 Group 1: MTA GR3. 3YR HARD 424000
875 16808419 Group 2: Secure GR3. 1YRHARD 204000
876 16808436 Group 2: Secure GR3. 1YRHARD 229000
877 16806535 Group 2: Secure GR5. 1YRHARD/2YRSOFT 388000
878 16806536 Group 2: Secure GR3. 1YRHARD 368000
879 16806561 Group 2: Secure GR3. 1YRHARD 373600
880 16806564 Group 2: Secure GR3. 1YRHARD 376000
881 16806584 Group 2: Secure GR3. 1YRHARD 278400
882 16806600 Group 2: Secure GR1. NOPP 318466
883 16806601 Group 2: Secure GR5. 1YRHARD/2YRSOFT 400000
884 16806606 Group 2: Secure GR1. NOPP 1750000
885 16806613 Group 1: MTA GR3. 3YR HARD 240000
886 16808442 Group 2: Secure GR3. 1YRHARD 596000
887 16808445 Group 1: MTA GR3. 3YR HARD 448000
888 16808449 Group 1: MTA GR2. 1YR/Other 228000
889 16808456 Group 2: Secure GR1. NOPP 448000
890 16812403 Group 2: Secure GR5. 1YRHARD/2YRSOFT 325000
891 16787224 Group 2: Secure GR3. 1YRHARD 276000
892 16787229 Group 2: Secure GR1. NOPP 412000
893 16787014 Group 2: Secure GR5. 1YRHARD/2YRSOFT 396000
894 16787240 Group 2: Secure GR1. NOPP 326800
895 16787246 Group 2: Secure GR5. 1YRHARD/2YRSOFT 200000
896 16787251 Group 2: Secure GR2. SOFTPP/OTHER 800000
897 16787260 Group 2: Secure GR5. 1YRHARD/2YRSOFT 340000
898 16787261 Group 2: Secure GR5. 1YRHARD/2YRSOFT 525000
899 16790170 Group 2: Secure GR3. 1YRHARD 360000
900 16790176 Group 2: Secure GR1. NOPP 327000
901 16790183 Group 1: MTA GR3. 3YR HARD 172000
902 16790191 Group 2: Secure GR5. 1YRHARD/2YRSOFT 219200
903 16790199 Group 2: Secure GR5. 1YRHARD/2YRSOFT 296000
904 16790214 Group 2: Secure GR3. 1YRHARD 311250
905 16790117 Group 2: Secure GR5. 1YRHARD/2YRSOFT 399200
906 16790228 Group 2: Secure GR5. 1YRHARD/2YRSOFT 412000
907 16790123 Group 1: MTA GR3. 3YR HARD 541600
908 16790252 Group 2: Secure GR5. 1YRHARD/2YRSOFT 338000
909 16790264 Group 2: Secure GR2. SOFTPP/OTHER 260649.99
910 16790272 Group 2: Secure GR1. NOPP 799999
911 16790277 Group 2: Secure GR5. 1YRHARD/2YRSOFT 308000
912 16790293 Group 2: Secure GR5. 1YRHARD/2YRSOFT 800000
913 16790304 Group 2: Secure GR3. 1YRHARD 470400
914 16790331 Group 2: Secure GR3. 1YRHARD 378400
915 16790156 Group 1: MTA GR1. NOPP 1500000
916 16790339 Group 2: Secure GR5. 1YRHARD/2YRSOFT 536000
917 16797973 Group 2: Secure GR2. SOFTPP/OTHER 210800
918 16797990 Group 2: Secure GR5. 1YRHARD/2YRSOFT 417000
919 16797995 Group 2: Secure GR2. SOFTPP/OTHER 269700
920 16797877 Group 1: MTA GR3. 3YR HARD 176000
921 16798000 Group 1: MTA GR3. 3YR HARD 428000
922 16798001 Group 2: Secure GR5. 1YRHARD/2YRSOFT 312800
923 16798002 Group 2: Secure GR4. 1YRHARD/1YRSOFT 298400
924 16798004 Group 2: Secure GR5. 1YRHARD/2YRSOFT 207000
925 16798005 Group 2: Secure GR2. SOFTPP/OTHER 200000
926 16798010 Group 1: MTA GR2. 1YR/Other 639200
927 16798029 Group 1: MTA GR3. 3YR HARD 595000
928 16798032 Group 1: MTA GR3. 3YR HARD 437600
929 16798038 Group 2: Secure GR2. SOFTPP/OTHER 591200
930 16798043 Group 1: MTA GR3. 3YR HARD 735000
931 16798051 Group 2: Secure GR5. 1YRHARD/2YRSOFT 216000
932 16798071 Group 1: MTA GR3. 3YR HARD 276000
933 16798100 Group 2: Secure GR1. NOPP 287600
934 16798105 Group 2: Secure GR5. 1YRHARD/2YRSOFT 396000
935 16798130 Group 2: Secure GR5. 1YRHARD/2YRSOFT 504000
936 16799244 Group 2: Secure GR5. 1YRHARD/2YRSOFT 215120
937 16799246 Group 2: Secure GR3. 1YRHARD 506106
938 16799264 Group 2: Secure GR3. 1YRHARD 296000
939 16799276 Group 1: MTA GR3. 3YR HARD 650000
940 16801267 Group 1: MTA GR3. 3YR HARD 228000
941 16801313 Group 2: Secure GR5. 1YRHARD/2YRSOFT 198104
942 16801316 Group 2: Secure GR3. 1YRHARD 520000
943 16801334 Group 1: MTA GR3. 3YR HARD 260000
944 16801186 Group 1: MTA GR3. 3YR HARD 207920
945 16801348 Group 2: Secure GR3. 1YRHARD 527920
946 16801356 Group 2: Secure GR5. 1YRHARD/2YRSOFT 352000
947 16801362 Group 1: MTA GR3. 3YR HARD 200000
948 16801366 Group 2: Secure GR3. 1YRHARD 264000
949 16801392 Group 2: Secure GR5. 1YRHARD/2YRSOFT 284000
950 16803006 Group 2: Secure GR3. 1YRHARD 560000
951 16803035 Group 2: Secure GR2. SOFTPP/OTHER 240000
952 16803047 Group 2: Secure GR3. 1YRHARD 180000
953 16803053 Group 2: Secure GR5. 1YRHARD/2YRSOFT 296000
954 16785067 Group 1: MTA GR3. 3YR HARD 524000
955 16785229 Group 2: Secure GR3. 1YRHARD 399108
956 16785075 Group 2: Secure GR5. 1YRHARD/2YRSOFT 308000
957 16785261 Group 2: Secure GR4. 1YRHARD/1YRSOFT 345600
958 16785271 Group 2: Secure GR3. 1YRHARD 443200
959 16785275 Group 2: Secure GR5. 1YRHARD/2YRSOFT 151600
960 16785088 Group 1: MTA GR2. 1YR/Other 252000
961 16785284 Group 2: Secure GR1. NOPP 568424
962 16785289 Group 2: Secure GR5. 1YRHARD/2YRSOFT 403200
963 16785098 Group 2: Secure GR5. 1YRHARD/2YRSOFT 226500
964 16787034 Group 2: Secure GR4. 1YRHARD/1YRSOFT 576000
965 16787049 Group 2: Secure GR3. 1YRHARD 356000
966 16787066 Group 2: Secure GR3. 1YRHARD 315000
967 16787072 Group 2: Secure GR5. 1YRHARD/2YRSOFT 550000
968 16787077 Group 2: Secure GR5. 1YRHARD/2YRSOFT 244800
969 16787089 Group 2: Secure GR5. 1YRHARD/2YRSOFT 247920
970 16787101 Group 1: MTA GR3. 3YR HARD 446400
971 16787103 Group 2: Secure GR3. 1YRHARD 271280
972 16787125 Group 2: Secure GR5. 1YRHARD/2YRSOFT 224000
973 16787135 Group 1: MTA GR2. 1YR/Other 328000
974 16787145 Group 2: Secure GR5. 1YRHARD/2YRSOFT 650000
975 16787153 Group 2: Secure GR1. NOPP 316000
976 16787222 Group 2: Secure GR3. 1YRHARD 328000
977 16778154 Group 2: Secure GR4. 1YRHARD/1YRSOFT 194400
978 16777849 Group 1: MTA GR2. 1YR/Other 356000
979 16778164 Group 1: MTA GR3. 3YR HARD 328000
980 16778172 Group 2: Secure GR2. SOFTPP/OTHER 380792
981 16778175 Group 2: Secure GR4. 1YRHARD/1YRSOFT 219000
982 16778191 Group 1: MTA GR1. NOPP 240000
983 16778212 Group 2: Secure GR3. 1YRHARD 368000
984 16778219 Group 2: Secure GR5. 1YRHARD/2YRSOFT 109600
985 16780407 Group 2: Secure GR4. 1YRHARD/1YRSOFT 626932
986 16780519 Group 2: Secure GR5. 1YRHARD/2YRSOFT 276000
987 16780521 Group 2: Secure GR1. NOPP 292000
988 16785057 Group 2: Secure GR5. 1YRHARD/2YRSOFT 276690
989 16785173 Group 1: MTA GR1. NOPP 240000
990 16785189 Group 2: Secure GR3. 1YRHARD 184800
991 16785194 Group 2: Secure GR1. NOPP 784000
992 16785195 Group 2: Secure GR5. 1YRHARD/2YRSOFT 288000
993 16785205 Group 2: Secure GR5. 1YRHARD/2YRSOFT 625920
994 16780552 Group 1: MTA GR3. 3YR HARD 358000
995 16780434 Group 2: Secure GR5. 1YRHARD/2YRSOFT 272000
996 16780580 Group 2: Secure GR4. 1YRHARD/1YRSOFT 280000
997 16780587 Group 2: Secure GR3. 1YRHARD 345000
998 16780591 Group 2: Secure GR5. 1YRHARD/2YRSOFT 356000
999 16780602 Group 2: Secure GR5. 1YRHARD/2YRSOFT 260000
1000 16780607 Group 2: Secure GR3. 1YRHARD 256255
1001 16780614 Group 1: MTA GR3. 3YR HARD 236000
1002 16780638 Group 2: Secure GR3. 1YRHARD 656000
1003 16780649 Group 2: Secure GR3. 1YRHARD 304000
1004 16780670 Group 2: Secure GR1. NOPP 240136
1005 16780680 Group 2: Secure GR4. 1YRHARD/1YRSOFT 551200
1006 16785115 Group 2: Secure GR3. 1YRHARD 531200
1007 16785124 Group 2: Secure GR2. SOFTPP/OTHER 276544
1008 16785142 Group 1: MTA GR3. 3YR HARD 235348
1009 16785056 Group 2: Secure GR5. 1YRHARD/2YRSOFT 421050
1010 16777841 Group 2: Secure GR5. 1YRHARD/2YRSOFT 622350
1011 16778122 Group 1: MTA GR2. 1YR/Other 296000
1012 16778123 Group 2: Secure GR3. 1YRHARD 482200
1013 16778142 Group 2: Secure GR3. 1YRHARD 445521.6
1014 16778143 Group 2: Secure GR5. 1YRHARD/2YRSOFT 380000
1015 16778149 Group 1: MTA GR3. 3YR HARD 273750
1016 16778067 Group 1: MTA GR3. 3YR HARD 157600
1017 16778089 Group 2: Secure GR5. 1YRHARD/2YRSOFT 440000
1018 16776371 Group 1: MTA GR3. 3YR HARD 470400
1019 16776374 Group 2: Secure GR2. SOFTPP/OTHER 250223.99
1020 16776429 Group 1: MTA GR3. 3YR HARD 496000
1021 16776439 Group 2: Secure GR3. 1YRHARD 504000
1022 16776288 Group 1: MTA GR3. 3YR HARD 520000
1023 16775800 Group 2: Secure GR5. 1YRHARD/2YRSOFT 256000
1024 16775822 Group 2: Secure GR2. SOFTPP/OTHER 144360
1025 16775826 Group 2: Secure GR5. 1YRHARD/2YRSOFT 448000
1026 16775833 Group 2: Secure GR2. SOFTPP/OTHER 692000
1027 16775868 Group 2: Secure GR5. 1YRHARD/2YRSOFT 740000
1028 16775669 Group 2: Secure GR3. 1YRHARD 345000
1029 16775783 Group 1: MTA GR2. 1YR/Other 399200
1030 16775789 Group 1: MTA GR3. 3YR HARD 500000
1031 16775676 Group 1: MTA GR3. 3YR HARD 312000
1032 16776349 Group 2: Secure GR3. 1YRHARD 292000
1033 16776242 Group 1: MTA GR3. 3YR HARD 523120
1034 16776352 Group 1: MTA GR2. 1YR/Other 448000
1035 16767486 Group 2: Secure GR1. NOPP 191920
1036 16767502 Group 2: Secure GR5. 1YRHARD/2YRSOFT 520000
1037 16772946 Group 2: Secure GR1. NOPP 360000
1038 16772949 Group 2: Secure GR1. NOPP 140000
1039 16772967 Group 2: Secure GR3. 1YRHARD 472000
1040 16772976 Group 2: Secure GR5. 1YRHARD/2YRSOFT 218552
1041 16772982 Group 1: MTA GR3. 3YR HARD 384000
1042 16772988 Group 2: Secure GR5. 1YRHARD/2YRSOFT 308000
1043 16773024 Group 2: Secure GR4. 1YRHARD/1YRSOFT 531200
1044 16773028 Group 2: Secure GR3. 1YRHARD 432000
1045 16773035 Group 2: Secure GR4. 1YRHARD/1YRSOFT 316000
1046 16773084 Group 1: MTA GR3. 3YR HARD 288000
1047 16773092 Group 1: MTA GR3. 3YR HARD 500000
1048 16773112 Group 2: Secure GR5. 1YRHARD/2YRSOFT 340000
1049 16773124 Group 2: Secure GR5. 1YRHARD/2YRSOFT 440000
1050 16773144 Group 2: Secure GR2. SOFTPP/OTHER 190000
1051 16773154 Group 2: Secure GR1. NOPP 388000
1052 16773057 Group 2: Secure GR5. 1YRHARD/2YRSOFT 247000
1053 16773074 Group 2: Secure GR5. 1YRHARD/2YRSOFT 180000
1054 16773185 Group 2: Secure GR1. NOPP 436000
1055 16773190 Group 2: Secure GR5. 1YRHARD/2YRSOFT 207200
1056 16773195 Group 1: MTA GR3. 3YR HARD 332000
1057 16773217 Group 2: Secure GR3. 1YRHARD 624000
1058 16773240 Group 2: Secure GR3. 1YRHARD 416000
1059 16773251 Group 1: MTA GR3. 3YR HARD 292000
1060 16773254 Group 2: Secure GR2. SOFTPP/OTHER 332000
1061 16772851 Group 2: Secure GR1. NOPP 148370
1062 16773261 Group 2: Secure GR3. 1YRHARD 400000
1063 16773269 Group 2: Secure GR3. 1YRHARD 205600
1064 16773270 Group 2: Secure GR5. 1YRHARD/2YRSOFT 529600
1065 16773274 Group 2: Secure GR5. 1YRHARD/2YRSOFT 680000
1066 16773277 Group 2: Secure GR5. 1YRHARD/2YRSOFT 696000
1067 16773294 Group 2: Secure GR2. SOFTPP/OTHER 352000
1068 16773296 Group 2: Secure GR5. 1YRHARD/2YRSOFT 268000
1069 16773298 Group 2: Secure GR4. 1YRHARD/1YRSOFT 1000000
1070 16773302 Group 2: Secure GR4. 1YRHARD/1YRSOFT 520000
1071 16773313 Group 1: MTA GR1. NOPP 107000
1072 16775737 Group 2: Secure GR3. 1YRHARD 335190
1073 16775740 Group 2: Secure GR3. 1YRHARD 452000
1074 16775644 Group 1: XXX XX0. 0XX HARD 502225.3
1075 16775647 Group 2: Secure GR5. 1YRHARD/2YRSOFT 1000000
1076 16775756 Group 2: Secure GR3. 1YRHARD 648000
1077 16767350 Group 1: MTA GR3. 3YR HARD 348000
1078 16767352 Group 1: MTA GR3. 3YR HARD 480000
1079 16767365 Group 2: Secure GR5. 1YRHARD/2YRSOFT 500000
1080 16767381 Group 2: Secure GR1. NOPP 700000
1081 16766934 Group 2: Secure GR5. 1YRHARD/2YRSOFT 521300
1082 16767428 Group 2: Secure GR3. 1YRHARD 108000
1083 16767441 Group 2: Secure GR2. SOFTPP/OTHER 397500
1084 16767442 Group 1: MTA GR3. 3YR HARD 472500
1085 16766945 Group 1: MTA GR2. 1YR/Other 501881.38
1086 16731203 Group 1: XXX XX0. 0XX HARD 381469.44
1087 16731430 Group 2: Secure GR1. NOPP 175000
1088 16764867 Group 2: Secure GR3. 1YRHARD 389616
1089 16764877 Group 1: MTA GR3. 3YR HARD 384440
1090 16764895 Group 2: Secure GR3. 1YRHARD 268000
1091 16764907 Group 2: Secure GR5. 1YRHARD/2YRSOFT 376000
1092 16764914 Group 2: Secure GR3. 1YRHARD 682240
1093 16764923 Group 1: MTA GR3. 3YR HARD 256000
1094 16765010 Group 2: Secure GR3. 1YRHARD 648000
1095 16765015 Group 2: Secure GR5. 1YRHARD/2YRSOFT 356000
1096 16765023 Group 1: MTA GR1. NOPP 486800
1097 16764990 Group 1: MTA GR3. 3YR HARD 417000
1098 16730305 Group 2: Secure GR5. 1YRHARD/2YRSOFT 292000
1099 16731325 Group 2: Secure GR1. NOPP 980000
1100 16731327 Group 2: Secure GR3. 1YRHARD 356000
1101 16731335 Group 2: Secure GR5. 1YRHARD/2YRSOFT 271200
1102 16731343 Group 2: Secure GR1. NOPP 316000
1103 16731347 Group 2: Secure GR3. 1YRHARD 521250
1104 16731357 Group 2: Secure GR1. NOPP 332000
1105 16731383 Group 2: Secure GR2. SOFTPP/OTHER 287200
1106 16730342 Group 2: Secure GR2. SOFTPP/OTHER 200299.49
1107 16730356 Group 2: Secure GR5. 1YRHARD/2YRSOFT 178000
1108 16730367 Group 2: Secure GR2. SOFTPP/OTHER 278450
1109 16730372 Group 2: Secure GR3. 1YRHARD 485600
1110 16731169 Group 1: MTA GR3. 3YR HARD 198400
1111 16731183 Group 1: XXX XX0. 0XX HARD 287313.68
1112 16731713 Group 2: Secure GR1. NOPP 287466.88
1113 16731715 Group 2: Secure GR1. NOPP 483191.19
1114 16731728 Group 2: Secure GR5. 1YRHARD/2YRSOFT 335024.47
1115 16731744 Group 1: MTA GR2. 1YR/Other 402571.02
1116 16731748 Group 2: Secure GR5. 1YRHARD/2YRSOFT 769920
1117 16731757 Group 2: Secure GR1. NOPP 418042.5
1118 16731769 Group 2: Secure GR1. NOPP 461150
1119 16731779 Group 2: Secure GR5. 1YRHARD/2YRSOFT 260650
1120 16731824 Group 2: Secure GR1. NOPP 530547.2
1121 16731827 Group 2: Secure GR1. NOPP 234972.53
1122 16731831 Group 2: Secure GR1. NOPP 152380
1123 16731834 Group 2: Secure GR1. NOPP 561400
1124 16731836 Group 2: Secure GR1. NOPP 869919.38
1125 16731838 Group 2: Secure GR5. 1YRHARD/2YRSOFT 232479.75
1126 16731846 Group 2: Secure GR1. NOPP 617540
1127 16731852 Group 2: Secure GR1. NOPP 582909.37
1128 16731864 Group 2: Secure GR2. SOFTPP/OTHER 398594
1129 16731865 Group 2: Secure GR5. 1YRHARD/2YRSOFT 376940
1130 16731866 Group 2: Secure GR1. NOPP 521300
1131 16731868 Group 2: Secure GR1. NOPP 311978
1132 16731876 Group 2: Secure GR1. NOPP 481200
1133 16731888 Group 2: Secure GR1. NOPP 328820
1134 16731891 Group 2: Secure GR1. NOPP 390975
1135 16731908 Group 2: Secure GR5. 1YRHARD/2YRSOFT 304760
1136 16731915 Group 2: Secure GR1. NOPP 332830
1137 16731781 Group 2: Secure GR5. 1YRHARD/2YRSOFT 451125
1138 16731783 Group 2: Secure GR5. 1YRHARD/2YRSOFT 493230
1139 16731791 Group 2: Secure GR5. 1YRHARD/2YRSOFT 553380
1140 16731808 Group 2: Secure GR1. NOPP 304760
1141 16730103 Group 2: Secure GR5. 1YRHARD/2YRSOFT 152800
1142 16710142 Group 2: Secure GR5. 1YRHARD/2YRSOFT 481200
1143 16732109 Group 2: Secure GR5. 1YRHARD/2YRSOFT 474784
1144 16730051 Group 2: Secure GR3. 1YRHARD 259992
1145 16730256 Group 1: MTA GR3. 3YR HARD 506400
1146 16728216 Group 2: Secure GR2. SOFTPP/OTHER 220549.99
1147 16728132 Group 2: Secure GR2. SOFTPP/OTHER 104259.99
1148 16728134 Group 2: Secure GR5. 1YRHARD/2YRSOFT 227200
1149 16728145 Group 2: Secure GR2. SOFTPP/OTHER 274400
1150 16728155 Group 2: Secure GR3. 1YRHARD 388000
1151 16728171 Group 2: Secure GR1. NOPP 437400
1152 16728173 Group 1: MTA GR3. 3YR HARD 176000
1153 16728199 Group 2: Secure GR5. 1YRHARD/2YRSOFT 428000
1154 16723841 Group 1: XXX XX0. 0XX HARD 471199.85
1155 16658562 Group 1: MTA GR2. 1YR/Other 235599.92
1156 16803472 Group 2: Secure GR5. 1YRHARD/2YRSOFT 426714.13
1157 16803922 Group 2: Secure GR1. NOPP 296740
1158 16803929 Group 2: Secure GR2. SOFTPP/OTHER 440197.75
1159 16780920 Group 2: Secure GR5. 1YRHARD/2YRSOFT 416538.75
1160 16780924 Group 2: Secure GR1. NOPP 348970.25
1161 16784869 Group 2: Secure GR1. NOPP 543355
1162 16768520 Group 2: Secure GR5. 1YRHARD/2YRSOFT 372930
1163 16768523 Group 2: Secure GR1. NOPP 209522.5
1164 16770508 Group 2: Secure GR1. NOPP 388970
1165 16770530 Group 2: Secure GR5. 1YRHARD/2YRSOFT 384960
1166 16770791 Group 2: Secure GR1. NOPP 962400
1167 16771025 Group 2: Secure GR1. NOPP 425060
1168 16771093 Group 2: Secure GR5. 1YRHARD/2YRSOFT 473180
1169 16771925 Group 2: Secure GR1. NOPP 208520
1170 16775135 Group 2: Secure GR1. NOPP 651625
1171 16776558 Group 2: Secure GR1. NOPP 899493.13
1172 16776580 Group 2: Secure GR5. 1YRHARD/2YRSOFT 377742
1173 16776899 Group 2: Secure GR1. NOPP 1005017.19
1174 16776907 Group 2: Secure GR5. 1YRHARD/2YRSOFT 341702.13
1175 16776958 Group 2: Secure GR5. 1YRHARD/2YRSOFT 324810
1176 16768367 Group 2: Secure GR5. 1YRHARD/2YRSOFT 264660
1177 16765241 Group 2: Secure GR1. NOPP 418042.5
1178 16765415 Group 1: MTA GR2. 1YR/Other 977664.6
1179 16730015 Group 1: MTA GR2. 1YR/Other 317460.92
1180 16731511 Group 2: Secure GR5. 1YRHARD/2YRSOFT 113001.8
1181 16731624 Group 2: Secure GR1. NOPP 877187.5
1182 16731659 Group 2: Secure GR5. 1YRHARD/2YRSOFT 348941.61
1183 16731673 Group 2: Secure GR1. NOPP 498487.88
1184 16728887 Group 2: Secure GR5. 1YRHARD/2YRSOFT 202104
1185 16729876 Group 2: Secure GR5. 1YRHARD/2YRSOFT 601500
1186 16723323 Group 1: MTA GR2. 1YR/Other 536417.67
1187 16718972 Group 2: Secure GR5. 1YRHARD/2YRSOFT 290725
1188 16713551 Group 2: Secure GR5. 1YRHARD/2YRSOFT 425761.75
1189 16713869 Group 2: Secure GR5. 1YRHARD/2YRSOFT 240109.32
1190 16713930 Group 2: Secure GR1. NOPP 633580
1191 16714049 Group 2: Secure GR5. 1YRHARD/2YRSOFT 401000
1192 16714067 Group 2: Secure GR1. NOPP 418042.49
1193 16718348 Group 1: MTA GR2. 1YR/Other 359142.1
1194 16709453 Group 2: Secure GR1. NOPP 693409.64
1195 16709480 Group 1: MTA GR2. 1YR/Other 498808.47
1196 16711061 Group 2: Secure GR1. NOPP 914280
1197 16711235 Group 1: MTA GR2. 1YR/Other 823601.44
1198 16706517 Group 2: Secure GR2. SOFTPP/OTHER 1654125
1199 16686336 Group 2: Secure GR1. NOPP 173365.19
1200 16693998 Group 2: Secure GR1. NOPP 376860.15
1201 16678979 Group 1: MTA GR2. 1YR/Other 308419.83
1202 16655885 Group 1: XXX XX0. 0XX HARD 370744.5
1203 16645724 Group 2: Secure GR3. 1YRHARD 584374.52
1204 16638102 Group 2: Secure GR2. SOFTPP/OTHER 197581.63
1205 16640508 Group 2: Secure GR3. 1YRHARD 368919.99
1206 16610926 Group 2: Secure GR3. 1YRHARD 290173.76
1207 16593722 Group 1: XXX XX0. 0XX HARD 591744.16
1208 16568474 Group 1: XXX XX0. 0XX HARD 326473.86
1209 16648265 Group 2: Secure GR5. 1YRHARD/2YRSOFT 242800
1210 16775050 Group 2: Secure GR5. 1YRHARD/2YRSOFT 468740.14
1211 16806497 Group 2: Secure GR1. NOPP 692000
1212 16790233 Group 1: MTA GR3. 3YR HARD 420000
1213 16835020 Group 2: Secure GR5. 1YRHARD/2YRSOFT 372000
1214 16773019 Group 2: Secure GR5. 1YRHARD/2YRSOFT 284000
1215 16803251 Group 1: MTA GR3. 3YR HARD 260000
1216 16707375 Group 2: Secure GR5. 1YRHARD/2YRSOFT 521300
1217 16832627 Group 2: Secure GR5. 1YRHARD/2YRSOFT 420000
1218 16770724 Group 1: XXX XX0. 0XX HARD 498985.23
1219 16781335 Group 1: XXX XX0. 0XX HARD 384082.52
1220 16728604 Group 1: XXX XX0. 0XX HARD 371145.22
1221 16611424 Group 1: XXX XX0. 0XX HARD 218785.61
1222 16710167 Group 1: XXX XX0. 0XX HARD 217058.58
1223 16710249 Group 1: XXX XX0. 0XX HARD 307266.02
1224 16692067 Group 1: XXX XX0. 0XX HARD 446313.43
1225 16728355 Group 1: XXX XX0. 0XX HARD 187244.7
1226 16706891 Group 1: XXX XX0. 0XX HARD 327218.35
1227 16653838 Group 1: XXX XX0. 0XX HARD 225220.51
1228 16788590 Group 1: XXX XX0. 0XX HARD 479025.83
1229 16778914 Group 1: XXX XX0. 0XX HARD 363132.56
1230 16788715 Group 1: XXX XX0. 0XX HARD 450922.86
1231 16706699 Group 1: XXX XX0. 0XX HARD 630928.62
1232 16713989 Group 1: XXX XX0. 0XX HARD 125699.73
1233 16711010 Group 1: XXX XX0. 0XX HARD 314546.17
1234 16710126 Group 1: XXX XX0. 0XX HARD 161214.9
1235 16681181 Group 1: XXX XX0. 0XX HARD 184474.69
1236 16728405 Group 1: XXX XX0. 0XX HARD 249404.23
1237 16672356 Group 1: XXX XX0. 0XX HARD 1496955.71
1238 16656159 Group 1: XXX XX0. 0XX HARD 157178.25
1239 16778762 Group 1: XXX XX0. 0XX HARD 1496955.71
1240 16697766 Group 1: XXX XX0. 0XX HARD 300471.27
1241 16710133 Group 1: XXX XX0. 0XX HARD 119756.46
1242 16771264 Group 1: XXX XX0. 0XX HARD 425819.42
1243 16654543 Group 1: XXX XX0. 0XX HARD 441135.12
1244 16718618 Group 1: XXX XX0. 0XX HARD 255566.02
1245 16709548 Group 1: XXX XX0. 0XX HARD 491825.15
1246 16778850 Group 1: XXX XX0. 0XX HARD 498808.47
1247 16778772 Group 1: XXX XX0. 0XX HARD 411662.82
1248 16778854 Group 1: XXX XX0. 0XX HARD 119714.03
1249 16728421 Group 1: XXX XX0. 0XX HARD 518760.8
1250 16681604 Group 1: XXX XX0. 0XX HARD 501317.22
1251 16629280 Group 1: XXX XX0. 0XX HARD 574770.88
1252 16765039 Group 1: XXX XX0. 0XX HARD 371594.3
1253 16714982 Group 1: XXX XX0. 0XX HARD 441601.93
1254 16672377 Group 1: XXX XX0. 0XX HARD 262532.19
1255 16707775 Group 1: XXX XX0. 0XX HARD 299391.14
1256 16709719 Group 1: XXX XX0. 0XX HARD 397168.8
1257 16788582 Group 1: XXX XX0. 0XX HARD 279431.74
1258 16772090 Group 1: MTA GR3. 3YR HARD 223695
1259 16771363 Group 1: XXX XX0. 0XX HARD 309660.3
1260 16709643 Group 1: XXX XX0. 0XX HARD 224768.31
1261 16709481 Group 1: XXX XX0. 0XX HARD 323450.75
1262 16719144 Group 1: XXX XX0. 0XX HARD 437470.34
1263 16803873 Group 1: XXX XX0. 0XX HARD 471199.85
1264 16717449 Group 1: XXX XX0. 0XX HARD 458421.56
1265 16776951 Group 1: XXX XX0. 0XX HARD 329213.59
1266 16778491 Group 1: XXX XX0. 0XX HARD 438308.63
1267 16778492 Group 1: XXX XX0. 0XX HARD 635980.8
1268 16798418 Group 1: XXX XX0. 0XX HARD 499319.2
1269 16788456 Group 1: XXX XX0. 0XX HARD 98799.08
1270 16696685 Group 1: XXX XX0. 0XX HARD 214505.28
1271 16767886 Group 1: XXX XX0. 0XX HARD 241423.3
1272 16710102 Group 1: XXX XX0. 0XX HARD 651918.51
1273 16629321 Group 1: XXX XX0. 0XX HARD 231663.43
1274 16771317 Group 1: XXX XX0. 0XX HARD 182763.43
1275 16772047 Group 1: XXX XX0. 0XX HARD 435260.88
1276 16562743 Group 1: XXX XX0. 0XX HARD 395633.91
1277 16708382 Group 1: XXX XX0. 0XX HARD 460627.02
1278 16731954 Group 1: XXX XX0. 0XX HARD 423422.69
1279 16654277 Group 1: XXX XX0. 0XX HARD 362584.3
1280 16723856 Group 1: XXX XX0. 0XX HARD 331208.83
1281 16697822 Group 1: XXX XX0. 0XX HARD 371369.38
1282 16788462 Group 1: XXX XX0. 0XX HARD 266458.12
1283 16697582 Group 1: XXX XX0. 0XX HARD 483644.69
1284 16656142 Group 1: XXX XX0. 0XX HARD 372981.92
1285 16771244 Group 1: XXX XX0. 0XX HARD 590996.42
1286 16709603 Group 1: XXX XX0. 0XX HARD 758188.87
1287 16772056 Group 1: XXX XX0. 0XX HARD 634484.37
1288 16708391 Group 1: XXX XX0. 0XX HARD 602976.08
1289 16709526 Group 1: XXX XX0. 0XX HARD 355151.63
1290 16708392 Group 1: XXX XX0. 0XX HARD 709647.93
1291 16803894 Group 1: XXX XX0. 0XX HARD 315246.95
1292 16790727 Group 2: Secure GR1. NOPP 1002500
1293 16798439 Group 2: Secure GR5. 1YRHARD/2YRSOFT 244610
1294 16798484 Group 2: Secure GR5. 1YRHARD/2YRSOFT 246214
1295 16798793 Group 2: Secure GR5. 1YRHARD/2YRSOFT 533330
1296 16801476 Group 2: Secure GR2. SOFTPP/OTHER 196490
1297 16801742 Group 2: Secure GR1. NOPP 356890
1298 16801752 Group 2: Secure GR1. NOPP 280700
1299 16803444 Group 2: Secure GR1. NOPP 409020
1300 16803615 Group 2: Secure GR1. NOPP 259396.87
1301 16803660 Group 2: Secure GR5. 1YRHARD/2YRSOFT 248620
1302 16803783 Group 2: Secure GR3. 1YRHARD 401000
1303 16803809 Group 2: Secure GR1. NOPP 396990
1304 16803971 Group 2: Secure GR1. NOPP 324810
1305 16776494 Group 2: Secure GR5. 1YRHARD/2YRSOFT 188942.89
1306 16776800 Group 2: Secure GR5. 1YRHARD/2YRSOFT 465160
1307 16776813 Group 2: Secure GR5. 1YRHARD/2YRSOFT 267868
1308 16776837 Group 2: Secure GR1. NOPP 614466.15
1309 16776936 Group 2: Secure GR5. 1YRHARD/2YRSOFT 413030
1310 16776982 Group 2: Secure GR1. NOPP 202104
1311 16777182 Group 2: Secure GR5. 1YRHARD/2YRSOFT 310775
1312 16777227 Group 2: Secure GR1. NOPP 511592.79
1313 16778615 Group 2: Secure GR1. NOPP 445110
1314 16778810 Group 2: Secure GR1. NOPP 562001.5
1315 16778920 Group 2: Secure GR1. NOPP 850120
1316 16778987 Group 2: Secure GR5. 1YRHARD/2YRSOFT 244610
1317 16779053 Group 2: Secure GR1. NOPP 1001497.5
1318 16780874 Group 2: Secure GR1. NOPP 489220
1319 16780898 Group 2: Secure GR1. NOPP 441100
1320 16780949 Group 2: Secure GR2. SOFTPP/OTHER 1002500
1321 16784672 Group 2: Secure GR5. 1YRHARD/2YRSOFT 151578
1322 16784749 Group 2: Secure GR5. 1YRHARD/2YRSOFT 339697.13
1323 16784886 Group 2: Secure GR2. SOFTPP/OTHER 490523.25
1324 16790516 Group 2: Secure GR1. NOPP 319997.22
1325 16790545 Group 2: Secure GR5. 1YRHARD/2YRSOFT 345725.38
1326 16768338 Group 1: MTA GR2. 1YR/Other 648451.01
1327 16768436 Group 2: Secure GR5. 1YRHARD/2YRSOFT 245412
1328 16768440 Group 1: MTA GR2. 1YR/Other 877902.9
1329 16768466 Group 2: Secure GR5. 1YRHARD/2YRSOFT 256640
1330 16768509 Group 2: Secure GR1. NOPP 328820
1331 16770710 Group 2: Secure GR5. 1YRHARD/2YRSOFT 449120
1332 16770947 Group 2: Secure GR1. NOPP 300741.98
1333 16770982 Group 2: Secure GR5. 1YRHARD/2YRSOFT 357316.06
1334 16771343 Group 2: Secure GR5. 1YRHARD/2YRSOFT 240198.73
1335 16771776 Group 2: Secure GR5. 1YRHARD/2YRSOFT 445110
1336 16771895 Group 2: Secure GR5. 1YRHARD/2YRSOFT 529320
1337 16771936 Group 2: Secure GR5. 1YRHARD/2YRSOFT 405010
1338 16772018 Group 2: Secure GR5. 1YRHARD/2YRSOFT 445110
1339 16772501 Group 2: Secure GR1. NOPP 619144
1340 16775249 Group 2: Secure GR5. 1YRHARD/2YRSOFT 330825
1341 16835886 Group 2: Secure GR5. 1YRHARD/2YRSOFT 502508.73
1342 16823979 Group 2: Secure GR5. 1YRHARD/2YRSOFT 493230
1343 16823988 Group 2: Secure GR2. SOFTPP/OTHER 473180
1344 16823990 Group 2: Secure GR3. 1YRHARD 914280
1345 16824063 Group 2: Secure GR5. 1YRHARD/2YRSOFT 344860
1346 16824078 Group 2: Secure GR5. 1YRHARD/2YRSOFT 396990
1347 16824093 Group 2: Secure GR2. SOFTPP/OTHER 330424
1348 16824106 Group 2: Secure GR5. 1YRHARD/2YRSOFT 405010
1349 16824115 Group 2: Secure GR2. SOFTPP/OTHER 392980
1350 16824176 Group 2: Secure GR2. SOFTPP/OTHER 314680.74
1351 16824290 Group 2: Secure GR2. SOFTPP/OTHER 866160
1352 16824371 Group 2: Secure GR5. 1YRHARD/2YRSOFT 176841
1353 16824415 Group 2: Secure GR5. 1YRHARD/2YRSOFT 182738
1354 16819692 Group 2: Secure GR5. 1YRHARD/2YRSOFT 425060
1355 16823721 Group 2: Secure GR5. 1YRHARD/2YRSOFT 601500
1356 16823755 Group 2: Secure GR1. NOPP 401000
1357 16819160 Group 2: Secure GR5. 1YRHARD/2YRSOFT 549370
1358 16813965 Group 2: Secure GR5. 1YRHARD/2YRSOFT 418042.5
1359 16813979 Group 2: Secure GR5. 1YRHARD/2YRSOFT 947362.5
1360 16813996 Group 2: Secure GR2. SOFTPP/OTHER 426062.5
1361 16814087 Group 2: Secure GR3. 1YRHARD 358844.88
1362 16813709 Group 2: Secure GR5. 1YRHARD/2YRSOFT 493931.75
1363 16813715 Group 2: Secure GR5. 1YRHARD/2YRSOFT 365712
1364 16813944 Group 2: Secure GR5. 1YRHARD/2YRSOFT 465160
1365 16809643 Group 2: Secure GR5. 1YRHARD/2YRSOFT 314384
1366 16809661 Group 2: Secure GR5. 1YRHARD/2YRSOFT 148370
1367 16813558 Group 2: Secure GR5. 1YRHARD/2YRSOFT 222218.29
1368 16813620 Group 2: Secure GR5. 1YRHARD/2YRSOFT 477190
1369 16809417 Group 2: Secure GR5. 1YRHARD/2YRSOFT 186866
1370 16804192 Group 2: Secure GR1. NOPP 615936
1371 16804194 Group 2: Secure GR5. 1YRHARD/2YRSOFT 148361.98
1372 16806678 Group 2: Secure GR2. SOFTPP/OTHER 258644.99
1373 16806680 Group 2: Secure GR5. 1YRHARD/2YRSOFT 239798
1374 16806749 Group 2: Secure GR5. 1YRHARD/2YRSOFT 445933.89
1375 16806780 Group 2: Secure GR2. SOFTPP/OTHER 409020
1376 16806788 Group 2: Secure GR1. NOPP 409020
1377 16806833 Group 2: Secure GR1. NOPP 436588.75
1378 16806844 Group 2: Secure GR5. 1YRHARD/2YRSOFT 401000
1379 16806871 Group 2: Secure GR5. 1YRHARD/2YRSOFT 490022
1380 16806896 Group 2: Secure GR5. 1YRHARD/2YRSOFT 264660
1381 16806900 Group 2: Secure GR3. 1YRHARD 376940
1382 16806903 Group 2: Secure GR1. NOPP 453130
1383 16806917 Group 2: Secure GR5. 1YRHARD/2YRSOFT 1002500
1384 16806943 Group 2: Secure GR5. 1YRHARD/2YRSOFT 429070
1385 16806970 Group 2: Secure GR1. NOPP 356890
1386 16806979 Group 2: Secure GR5. 1YRHARD/2YRSOFT 148370
1387 16807010 Group 2: Secure GR1. NOPP 340850
1388 16807032 Group 2: Secure GR1. NOPP 348870
1389 16807049 Group 2: Secure GR5. 1YRHARD/2YRSOFT 236590
1390 16807054 Group 2: Secure GR1. NOPP 384960
1391 16807072 Group 2: Secure GR5. 1YRHARD/2YRSOFT 211719.98
1392 16807084 Group 2: Secure GR5. 1YRHARD/2YRSOFT 178248.51
1393 16807096 Group 2: Secure GR5. 1YRHARD/2YRSOFT 256640
1394 16807370 Group 2: Secure GR5. 1YRHARD/2YRSOFT 469972
1395 16809213 Group 2: Secure GR1. NOPP 651625
1396 16809237 Group 2: Secure GR2. SOFTPP/OTHER 483104.75
1397 16809299 Group 2: Secure GR1. NOPP 243808
1398 16809306 Group 2: Secure GR1. NOPP 293231.25
1399 16803965 Group 2: Secure GR1. NOPP 464358
1400 16804141 Group 2: Secure GR5. 1YRHARD/2YRSOFT 616537.5
1401 16804153 Group 2: Secure GR1. NOPP 599595.25
1402 16803856 Group 2: Secure GR5. 1YRHARD/2YRSOFT 526813.75
1403 16803948 Group 2: Secure GR5. 1YRHARD/2YRSOFT 433080
1404 16803428 Group 2: Secure GR5. 1YRHARD/2YRSOFT 113402.8
1405 16803432 Group 2: Secure GR1. NOPP 281953.13
1406 16803436 Group 2: Secure GR1. NOPP 340850
1407 16803437 Group 2: Secure GR5. 1YRHARD/2YRSOFT 192479.22
1408 16803439 Group 2: Secure GR1. NOPP 320800
1409 16803450 Group 2: Secure GR5. 1YRHARD/2YRSOFT 346664.5
1410 16803502 Group 2: Secure GR3. 1YRHARD 312780
1411 16803564 Group 2: Secure GR5. 1YRHARD/2YRSOFT 360900
1412 16803585 Group 2: Secure GR5. 1YRHARD/2YRSOFT 296731.98
1413 16803603 Group 2: Secure GR1. NOPP 797990
1414 16803714 Group 2: Secure GR1. NOPP 481550.87
1415 16803727 Group 2: Secure GR1. NOPP 392980
1416 16803735 Group 2: Secure GR5. 1YRHARD/2YRSOFT 418042.5
1417 16803766 Group 2: Secure GR5. 1YRHARD/2YRSOFT 651625
1418 16803790 Group 2: Secure GR1. NOPP 446160.62
1419 16803800 Group 2: Secure GR1. NOPP 165412.5
1420 16803819 Group 2: Secure GR1. NOPP 472378
1421 16798936 Group 2: Secure GR1. NOPP 294334
1422 16801449 Group 2: Secure GR5. 1YRHARD/2YRSOFT 488919.25
1423 16801472 Group 2: Secure GR5. 1YRHARD/2YRSOFT 501250
1424 16801479 Group 2: Secure GR5. 1YRHARD/2YRSOFT 418042.5
1425 16801495 Group 2: Secure GR5. 1YRHARD/2YRSOFT 328820
1426 16801512 Group 2: Secure GR5. 1YRHARD/2YRSOFT 200500
1427 16801530 Group 2: Secure GR5. 1YRHARD/2YRSOFT 367316
1428 16801536 Group 2: Secure GR5. 1YRHARD/2YRSOFT 354885
1429 16801554 Group 2: Secure GR1. NOPP 319196
1430 16801564 Group 2: Secure GR5. 1YRHARD/2YRSOFT 208520
1431 16801580 Group 2: Secure GR5. 1YRHARD/2YRSOFT 227367
1432 16801632 Group 2: Secure GR5. 1YRHARD/2YRSOFT 196490
1433 16801669 Group 2: Secure GR5. 1YRHARD/2YRSOFT 244610
1434 16801691 Group 2: Secure GR5. 1YRHARD/2YRSOFT 405010
1435 16801735 Group 2: Secure GR1. NOPP 651624.9
1436 16801737 Group 2: Secure GR1. NOPP 529320
1437 16801747 Group 2: Secure GR1. NOPP 471175
1438 16801753 Group 2: Secure GR5. 1YRHARD/2YRSOFT 125613.25
1439 16801762 Group 2: Secure GR2. SOFTPP/OTHER 411025
1440 16801774 Group 2: Secure GR1. NOPP 352880
1441 16801778 Group 2: Secure GR1. NOPP 275086
1442 16801789 Group 2: Secure GR5. 1YRHARD/2YRSOFT 288720
1443 16801825 Group 2: Secure GR1. NOPP 300750
1444 16801887 Group 2: Secure GR1. NOPP 145863.75
1445 16801952 Group 2: Secure GR5. 1YRHARD/2YRSOFT 398995
1446 16801964 Group 2: Secure GR1. NOPP 517290
1447 16801970 Group 2: Secure GR5. 1YRHARD/2YRSOFT 493230
1448 16801972 Group 2: Secure GR1. NOPP 479445.62
1449 16802002 Group 2: Secure GR5. 1YRHARD/2YRSOFT 501250
1450 16803297 Group 2: Secure GR1. NOPP 297501.9
1451 16798663 Group 2: Secure GR5. 1YRHARD/2YRSOFT 319998
1452 16798693 Group 2: Secure GR5. 1YRHARD/2YRSOFT 300044.24
1453 16798716 Group 2: Secure GR1. NOPP 263757.75
1454 16798717 Group 2: Secure GR1. NOPP 160400
1455 16798735 Group 2: Secure GR5. 1YRHARD/2YRSOFT 473180
1456 16798820 Group 1: MTA GR2. 1YR/Other 209573.8
1457 16798840 Group 2: Secure GR5. 1YRHARD/2YRSOFT 208520
1458 16798881 Group 1: MTA GR2. 1YR/Other 610962.52
1459 16798914 Group 2: Secure GR1. NOPP 447516
1460 16798523 Group 2: Secure GR1. NOPP 398995
1461 16798240 Group 2: Secure GR5. 1YRHARD/2YRSOFT 418042.5
1462 16798241 Group 2: Secure GR5. 1YRHARD/2YRSOFT 288720
1463 16798256 Group 2: Secure GR5. 1YRHARD/2YRSOFT 156390
1464 16798291 Group 2: Secure GR1. NOPP 534934
1465 16798302 Group 2: Secure GR5. 1YRHARD/2YRSOFT 190074
1466 16798332 Group 2: Secure GR5. 1YRHARD/2YRSOFT 448588.74
1467 16798356 Group 2: Secure GR1. NOPP 292730
1468 16798358 Group 2: Secure GR1. NOPP 372930
1469 16798392 Group 2: Secure GR5. 1YRHARD/2YRSOFT 119297.5
1470 16798397 Group 2: Secure GR1. NOPP 316790
1471 16798398 Group 2: Secure GR5. 1YRHARD/2YRSOFT 376238.25
1472 16798429 Group 1: MTA GR2. 1YR/Other 391335.47
1473 16798440 Group 2: Secure GR5. 1YRHARD/2YRSOFT 400000
1474 16798463 Group 2: Secure GR1. NOPP 286715
1475 16798482 Group 2: Secure GR1. NOPP 368418.75
1476 16798483 Group 2: Secure GR1. NOPP 1002500
1477 16798487 Group 2: Secure GR1. NOPP 1964900
1478 16798488 Group 2: Secure GR1. NOPP 704958
1479 16798490 Group 2: Secure GR1. NOPP 689720
1480 16722368 Group 1: XXX XX0. 0XX HARD 333072.65
1481 16784622 Group 1: XXX XX0. 0XX HARD 377981.32
1482 16688151 Group 1: XXX XX0. 0XX HARD 316843.14
1483 16784623 Group 1: XXX XX0. 0XX HARD 447090.77
1484 16686290 Group 1: XXX XX0. 0XX HARD 480184.59
1485 16784709 Group 1: MTA GR3. 3YR HARD 439107
1486 16765593 Group 1: XXX XX0. 0XX HARD 503145.61
1487 16775557 Group 1: XXX XX0. 0XX HARD 239428.07
1488 16765594 Group 1: XXX XX0. 0XX HARD 299391.14
1489 16768349 Group 1: XXX XX0. 0XX HARD 450922.86
1490 16775398 Group 1: XXX XX0. 0XX HARD 649114.96
1491 16801750 Group 1: XXX XX0. 0XX HARD 447930.01
1492 16732091 Group 1: XXX XX0. 0XX HARD 220126.2
1493 16706414 Group 1: XXX XX0. 0XX HARD 291080.95
1494 16634164 Group 1: XXX XX0. 0XX HARD 380980.32
1495 16768431 Group 1: XXX XX0. 0XX HARD 243586.36
1496 16768433 Group 1: MTA GR3. 3YR HARD 299050
1497 16665970 Group 1: XXX XX0. 0XX HARD 272802.82
1498 16684681 Group 1: XXX XX0. 0XX HARD 565664.66
1499 16777185 Group 1: XXX XX0. 0XX HARD 319564.29
1500 16784718 Group 1: XXX XX0. 0XX HARD 243255.3
1501 16768275 Group 1: XXX XX0. 0XX HARD 299391.14
1502 16693917 Group 1: XXX XX0. 0XX HARD 260408.45
1503 16729884 Group 1: XXX XX0. 0XX HARD 447240.53
1504 16729887 Group 1: XXX XX0. 0XX HARD 424878.51
1505 16707230 Group 1: XXX XX0. 0XX HARD 114258.53
1506 16803540 Group 1: XXX XX0. 0XX HARD 488832.3
1507 16722357 Group 1: XXX XX0. 0XX HARD 897855.24
1508 16696240 Group 1: XXX XX0. 0XX HARD 280768.18
1509 16710776 Group 1: XXX XX0. 0XX HARD 149243.5
1510 16658902 Group 1: XXX XX0. 0XX HARD 196242.91
1511 16692762 Group 1: MTA GR3. 3YR HARD 336817
1512 16696165 Group 1: XXX XX0. 0XX HARD 199594.09
1513 16696086 Group 1: XXX XX0. 0XX HARD 514326.62
1514 16729948 Group 1: XXX XX0. 0XX HARD 475193.08
1515 16803520 Group 1: XXX XX0. 0XX HARD 334401.19
1516 16715150 Group 1: XXX XX0. 0XX HARD 511132.05
1517 16723250 Group 1: XXX XX0. 0XX HARD 518760.8
1518 16707050 Group 1: XXX XX0. 0XX HARD 472643.37
1519 16723091 Group 1: XXX XX0. 0XX HARD 287415.5
1520 16632616 Group 1: XXX XX0. 0XX HARD 214378.43
1521 16731518 Group 1: XXX XX0. 0XX HARD 211569.74
1522 16722353 Group 1: XXX XX0. 0XX HARD 327218.35
1523 16723163 Group 1: XXX XX0. 0XX HARD 508964.94
1524 16704455 Group 1: XXX XX0. 0XX HARD 499313.33
1525 16713523 Group 1: XXX XX0. 0XX HARD 387342.25
1526 16672971 Group 1: XXX XX0. 0XX HARD 417830.31
1527 16729591 Group 1: XXX XX0. 0XX HARD 470077.1
1528 16659285 Group 1: XXX XX0. 0XX HARD 510423.24
1529 16770985 Group 1: XXX XX0. 0XX HARD 149642.54
1530 16729918 Group 1: XXX XX0. 0XX HARD 275342.27
1531 16771797 Group 1: XXX XX0. 0XX HARD 495324.65
1532 16732132 Group 1: XXX XX0. 0XX HARD 333034.47
1533 16715203 Group 1: XXX XX0. 0XX HARD 478856.13
1534 16722171 Group 1: XXX XX0. 0XX HARD 269452.03
1535 16723146 Group 1: XXX XX0. 0XX HARD 478856.13
1536 16710674 Group 1: XXX XX0. 0XX HARD 431411.79
1537 16768230 Group 1: XXX XX0. 0XX HARD 314360.7
1538 16786216 Group 1: XXX XX0. 0XX HARD 265765.15
1539 16696225 Group 1: XXX XX0. 0XX HARD 377108.09
1540 16765645 Group 1: XXX XX0. 0XX HARD 339037.74
1541 16765647 Group 1: XXX XX0. 0XX HARD 499152.39
1542 16775287 Group 1: XXX XX0. 0XX HARD 486837.07
1543 16718997 Group 1: MTA GR3. 3YR HARD 494818
1544 16656143 Group 2: Secure GR2. SOFTPP/OTHER 380394.69
1545 16722343 Group 1: XXX XX0. 0XX HARD 1447057.19
1546 16768321 Group 1: XXX XX0. 0XX HARD 542703.61
1547 16704448 Group 1: XXX XX0. 0XX HARD 203694.35
1548 16786224 Group 1: XXX XX0. 0XX HARD 285717.49
1549 16704288 Group 1: XXX XX0. 0XX HARD 252197.56
1550 16775616 Group 1: XXX XX0. 0XX HARD 109737.87
1551 16656035 Group 2: Secure GR5. 1YRHARD/2YRSOFT 723611.41
1552 16715021 Group 1: XXX XX0. 0XX HARD 479025.83
1553 16768130 Group 1: XXX XX0. 0XX HARD 257676.24
1554 16686321 Group 1: XXX XX0. 0XX HARD 651918.51
1555 16777207 Group 1: XXX XX0. 0XX HARD 539084.58
1556 16693534 Group 1: XXX XX0. 0XX HARD 335199.29
1557 16771945 Group 1: XXX XX0. 0XX HARD 259559.24
1558 16656043 Group 1: MTA GR2. 1YR/Other 225278.85
1559 16681958 Group 1: XXX XX0. 0XX HARD 1001570.9
1560 16729587 Group 1: XXX XX0. 0XX HARD 202388.41
1561 16714220 Group 1: XXX XX0. 0XX HARD 269755.62
1562 16722082 Group 1: XXX XX0. 0XX HARD 459066.42
1563 16801628 Group 1: XXX XX0. 0XX HARD 393352.5
1564 16768142 Group 1: XXX XX0. 0XX HARD 295294.62
1565 16775434 Group 1: XXX XX0. 0XX HARD 407970.33
1566 16711281 Group 1: XXX XX0. 0XX HARD 340492.04
1567 16775405 Group 1: XXX XX0. 0XX HARD 517164.62
1568 16686309 Group 1: XXX XX0. 0XX HARD 523039.23
1569 16775086 Group 1: XXX XX0. 0XX HARD 479186.29
1570 16667358 Group 1: XXX XX0. 0XX HARD 396539.78
1571 16714201 Group 1: XXX XX0. 0XX HARD 307477.87
1572 16704084 Group 1: XXX XX0. 0XX HARD 125795.51
1573 16602591 Group 1: XXX XX0. 0XX HARD 261416.66
1574 16696111 Group 1: XXX XX0. 0XX HARD 576904.85
1575 16777038 Group 1: XXX XX0. 0XX HARD 597772.07
1576 16684455 Group 1: XXX XX0. 0XX HARD 503080.48
1577 16686238 Group 1: XXX XX0. 0XX HARD 497206.05
1578 16765294 Group 1: XXX XX0. 0XX HARD 558665.49
1579 16656592 Group 1: XXX XX0. 0XX HARD 358444.45
1580 16728765 Group 1: XXX XX0. 0XX HARD 153633.01
1581 16651852 Group 2: Secure GR5. 1YRHARD/2YRSOFT 274053.41
1582 16653805 Group 2: Secure GR1. NOPP 666588.92
1583 16651751 Group 1: MTA GR2. 1YR/Other 450051.83
1584 16651275 Group 2: Secure GR5. 1YRHARD/2YRSOFT 372128
1585 16651469 Group 2: Secure GR1. NOPP 244229.96
1586 16692376 Group 1: XXX XX0. 0XX HARD 469536.44
1587 16709795 Group 1: XXX XX0. 0XX HARD 231447.13
1588 16729478 Group 1: XXX XX0. 0XX HARD 188491.67
1589 16722212 Group 1: XXX XX0. 0XX HARD 302486.35
1590 16694064 Group 1: XXX XX0. 0XX HARD 457345.9
1591 16765183 Group 1: XXX XX0. 0XX HARD 526741.74
1592 16729706 Group 1: XXX XX0. 0XX HARD 388821.2
1593 16728577 Group 1: XXX XX0. 0XX HARD 399321.91
1594 16663939 Group 1: XXX XX0. 0XX HARD 376590.67
1595 16638749 Group 1: XXX XX0. 0XX HARD 904762.51
1596 16714020 Group 1: XXX XX0. 0XX HARD 648680.8
1597 16722204 Group 1: XXX XX0. 0XX HARD 360866.13
1598 16704228 Group 1: XXX XX0. 0XX HARD 499319.2
1599 16711277 Group 1: XXX XX0. 0XX HARD 489331.11
1600 16770942 Group 1: MTA GR3. 3YR HARD 471374
1601 16777019 Group 1: XXX XX0. 0XX HARD 388010.92
1602 16765194 Group 1: XXX XX0. 0XX HARD 614955.74
1603 16697628 Group 2: Secure GR1. NOPP 498242.5
1604 16697537 Group 2: Secure GR1. NOPP 410523.75
1605 16697565 Group 2: Secure GR5. 1YRHARD/2YRSOFT 131578.13
1606 16697486 Group 2: Secure GR1. NOPP 399396
1607 16696648 Group 2: Secure GR5. 1YRHARD/2YRSOFT 233081.25
1608 16696651 Group 2: Secure GR5. 1YRHARD/2YRSOFT 585460
1609 16697384 Group 1: MTA GR2. 1YR/Other 465210
1610 16696532 Group 2: Secure GR1. NOPP 257284.34
1611 16696562 Group 2: Secure GR5. 1YRHARD/2YRSOFT 160400
1612 16696583 Group 2: Secure GR5. 1YRHARD/2YRSOFT 328820
1613 16696426 Group 2: Secure GR1. NOPP 252630
1614 16696453 Group 2: Secure GR5. 1YRHARD/2YRSOFT 228000
1615 16696337 Group 2: Secure GR5. 1YRHARD/2YRSOFT 350474
1616 16695897 Group 2: Secure GR5. 1YRHARD/2YRSOFT 205022.92
1617 16695923 Group 1: MTA GR1. NOPP 353050.48
1618 16694099 Group 1: MTA GR2. 1YR/Other 339423.62
1619 16693973 Group 2: Secure GR5. 1YRHARD/2YRSOFT 277145.08
1620 16693879 Group 2: Secure GR3. 1YRHARD 213332
1621 16693906 Group 2: Secure GR1. NOPP 320800
1622 16693855 Group 2: Secure GR1. NOPP 250625
1623 16693868 Group 1: MTA GR2. 1YR/Other 263370.87
1624 16693575 Group 2: Secure GR1. NOPP 183658
1625 16693604 Group 2: Secure GR5. 1YRHARD/2YRSOFT 236590
1626 16693607 Group 2: Secure GR5. 1YRHARD/2YRSOFT 220550
1627 16693411 Group 2: Secure GR5. 1YRHARD/2YRSOFT 570849.91
1628 16692726 Group 2: Secure GR5. 1YRHARD/2YRSOFT 505260
1629 16693340 Group 2: Secure GR1. NOPP 361820.46
1630 16692538 Group 2: Secure GR5. 1YRHARD/2YRSOFT 197688.23
1631 16692542 Group 2: Secure GR1. NOPP 361806.19
1632 16692312 Group 2: Secure GR1. NOPP 348068
1633 16692341 Group 2: Secure GR5. 1YRHARD/2YRSOFT 125011.75
1634 16692287 Group 2: Secure GR1. NOPP 289522
1635 16839532 Group 2: Secure GR3. 1YRHARD 566400
1636 16730390 Group 1: MTA GR2. 1YR/Other 847500
1637 16707090 Group 2: Secure GR1. NOPP 889853.46
1638 16835161 Group 2: Secure GR1. NOPP 880000
1639 16717928 Group 2: Secure GR5. 1YRHARD/2YRSOFT 445110
1640 16721561 Group 2: Secure GR1. NOPP 296800
1641 16812631 Group 2: Secure GR2. SOFTPP/OTHER 440000
1642 16692131 Group 2: Secure GR1. NOPP 343354.32
1643 16823446 Group 1: MTA GR3. 3YR HARD 592000
1644 16655777 Group 2: Secure GR5. 1YRHARD/2YRSOFT 800000
1645 16778075 Group 2: Secure GR5. 1YRHARD/2YRSOFT 358400
1646 16697189 Group 2: Secure GR3. 1YRHARD 440000
1647 16823413 Group 2: Secure GR5. 1YRHARD/2YRSOFT 460000
1648 16778110 Group 1: MTA GR3. 3YR HARD 462000
1649 16650091 Group 2: Secure GR5. 1YRHARD/2YRSOFT 279801.61
1650 16685475 Group 1: XXX XX0. 0XX HARD 270396.08
1651 16772993 Group 2: Secure GR3. 1YRHARD 413855
1652 16775854 Group 2: Secure GR4. 1YRHARD/1YRSOFT 279200
1653 16775865 Group 1: MTA GR3. 3YR HARD 272000
1654 16716285 Group 1: MTA GR3. 3YR HARD 671250
1655 16806611 Group 2: Secure GR3. 1YRHARD 798400
1656 16765037 Group 1: MTA GR3. 3YR HARD 540000
1657 16812407 Group 1: MTA GR3. 3YR HARD 472000
1658 16808314 Group 2: Secure GR5. 1YRHARD/2YRSOFT 236000
1659 16697722 Group 2: Secure GR1. NOPP 202906
1660 16692116 Group 2: Secure GR1. NOPP 244610
1661 16688610 Group 2: Secure GR1. NOPP 497240
1662 16692075 Group 2: Secure GR1. NOPP 299948
1663 16688552 Group 2: Secure GR1. NOPP 244610
1664 16688354 Group 2: Secure GR5. 1YRHARD/2YRSOFT 396990
1665 16688158 Group 2: Secure GR3. 1YRHARD 360644.92
1666 16688288 Group 2: Secure GR5. 1YRHARD/2YRSOFT 86465.63
1667 16686260 Group 2: Secure GR1. NOPP 252630
1668 16686264 Group 2: Secure GR5. 1YRHARD/2YRSOFT 310349.23
1669 16686084 Group 2: Secure GR1. NOPP 225362
1670 16686092 Group 2: Secure GR1. NOPP 220250
1671 16685840 Group 2: Secure GR5. 1YRHARD/2YRSOFT 116209.8
1672 16684617 Group 2: Secure GR5. 1YRHARD/2YRSOFT 202611.41
1673 16684621 Group 2: Secure GR5. 1YRHARD/2YRSOFT 380950
1674 16684667 Group 2: Secure GR1. NOPP 293532
1675 16684669 Group 2: Secure GR1. NOPP 481149.87
1676 16684750 Group 2: Secure GR1. NOPP 371376.13
1677 16684762 Group 2: Secure GR5. 1YRHARD/2YRSOFT 416560.4
1678 16684776 Group 2: Secure GR1. NOPP 387466.25
1679 16684581 Group 2: Secure GR3. 1YRHARD 405977.97
1680 16684514 Group 2: Secure GR1. NOPP 550172
1681 16684227 Group 2: Secure GR5. 1YRHARD/2YRSOFT 161703.25
1682 16681795 Group 1: MTA GR2. 1YR/Other 398323.6
1683 16681936 Group 2: Secure GR5. 1YRHARD/2YRSOFT 489220
1684 16682039 Group 1: MTA GR2. 1YR/Other 469283.97
1685 16681636 Group 2: Secure GR5. 1YRHARD/2YRSOFT 381906.23
1686 16681403 Group 2: Secure GR5. 1YRHARD/2YRSOFT 280619.8
1687 16681406 Group 2: Secure GR2. SOFTPP/OTHER 174470.85
1688 16680388 Group 2: Secure GR5. 1YRHARD/2YRSOFT 205023.4
1689 16680407 Group 2: Secure GR5. 1YRHARD/2YRSOFT 156390
1690 16680408 Group 2: Secure GR5. 1YRHARD/2YRSOFT 210379.53
1691 16681183 Group 2: Secure GR1. NOPP 250677.5
1692 16680095 Group 2: Secure GR5. 1YRHARD/2YRSOFT 330449.65
1693 16680216 Group 2: Secure GR5. 1YRHARD/2YRSOFT 281107.59
1694 16676649 Group 2: Secure GR1. NOPP 292730
1695 16674839 Group 2: Secure GR5. 1YRHARD/2YRSOFT 538342.49
1696 16676517 Group 2: Secure GR1. NOPP 592437.62
1697 16674651 Group 2: Secure GR1. NOPP 258645
1698 16672533 Group 2: Secure GR1. NOPP 581399.88
1699 16672466 Group 2: Secure GR5. 1YRHARD/2YRSOFT 304760
1700 16670731 Group 2: Secure GR3. 1YRHARD 320800
1701 16670508 Group 2: Secure GR1. NOPP 632126.38
1702 16670363 Group 2: Secure GR5. 1YRHARD/2YRSOFT 522608.81
1703 16667350 Group 2: Secure GR3. 1YRHARD 494468.33
1704 16666891 Group 2: Secure GR5. 1YRHARD/2YRSOFT 393665.78
1705 16723062 Group 2: Secure GR5. 1YRHARD/2YRSOFT 296740
1706 16667139 Group 2: Secure GR5. 1YRHARD/2YRSOFT 344860
1707 16667174 Group 2: Secure GR3. 1YRHARD 653260.16
1708 16666835 Group 2: Secure GR1. NOPP 506535.27
1709 16666869 Group 2: Secure GR5. 1YRHARD/2YRSOFT 248620
1710 16666002 Group 2: Secure GR1. NOPP 378837.67
1711 16666777 Group 2: Secure GR5. 1YRHARD/2YRSOFT 268410.51
1712 16665851 Group 2: Secure GR5. 1YRHARD/2YRSOFT 196983.22
1713 16118118 Group 1: XXX XX0. 0XX HARD 483562.86
1714 16664471 Group 2: Secure GR1. NOPP 641600
1715 16664491 Group 2: Secure GR1. NOPP 392980
1716 16664106 Group 2: Secure GR1. NOPP 311152.35
1717 16818779 Group 2: Secure GR3. 1YRHARD 632000
1718 16818856 Group 2: Secure GR5. 1YRHARD/2YRSOFT 720000
1719 16818864 Group 2: Secure GR1. NOPP 267992
1720 16818932 Group 1: MTA GR3. 3YR HARD 348000
1721 16823376 Group 2: Secure GR3. 1YRHARD 331500
1722 16823424 Group 1: MTA GR3. 3YR HARD 376800
1723 16823434 Group 1: MTA GR2. 1YR/Other 118320
1724 16823559 Group 2: Secure GR1. NOPP 920000
1725 16826060 Group 2: Secure GR5. 1YRHARD/2YRSOFT 203720
1726 16826109 Group 2: Secure GR5. 1YRHARD/2YRSOFT 317080
1727 16826156 Group 2: Secure GR3. 1YRHARD 278800
1728 16832598 Group 2: Secure GR4. 1YRHARD/1YRSOFT 186400
1729 16832721 Group 2: Secure GR1. NOPP 670000
1730 16835127 Group 1: MTA GR3. 3YR HARD 400000
1731 16812644 Group 2: Secure GR3. 1YRHARD 196640
1732 16812483 Group 1: MTA GR3. 3YR HARD 266250
1733 16812497 Group 1: MTA GR3. 3YR HARD 266250
1734 16812512 Group 2: Secure GR3. 1YRHARD 248000
1735 16812575 Group 2: Secure GR1. NOPP 241250
1736 16812607 Group 2: Secure GR2. SOFTPP/OTHER 184000
1737 16812625 Group 2: Secure GR1. NOPP 280000
1738 16775842 Group 2: Secure GR3. 1YRHARD 388000
1739 16776393 Group 2: Secure GR5. 1YRHARD/2YRSOFT 372000
1740 16776273 Group 1: MTA GR3. 3YR HARD 488000
1741 16778098 Group 2: Secure GR4. 1YRHARD/1YRSOFT 352000
1742 16778159 Group 2: Secure GR2. SOFTPP/OTHER 375000
1743 16778168 Group 1: MTA GR3. 3YR HARD 544000
1744 16778193 Group 2: Secure GR5. 1YRHARD/2YRSOFT 272000
1745 16785165 Group 2: Secure GR3. 1YRHARD 468000
1746 16785170 Group 2: Secure GR5. 1YRHARD/2YRSOFT 230400
1747 16785176 Group 2: Secure GR5. 1YRHARD/2YRSOFT 312000
1748 16785224 Group 2: Secure GR3. 1YRHARD 151000
1749 16785281 Group 1: MTA GR3. 3YR HARD 265600
1750 16787047 Group 2: Secure GR3. 1YRHARD 475398
1751 16787056 Group 2: Secure GR4. 1YRHARD/1YRSOFT 332000
1752 16787258 Group 2: Secure GR1. NOPP 259000
1753 16790174 Group 1: MTA GR2. 1YR/Other 421000
1754 16790103 Group 2: Secure GR5. 1YRHARD/2YRSOFT 460000
1755 1679019