EXHIBIT 10.2
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as DEPOSITOR,
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as GRANTOR TRUSTEE
GRANTOR TRUST AGREEMENT
Dated as of April 30, 2007
Bear Xxxxxxx Mortgage Funding Grantor Trust 2007-AR4
Mortgage Pass-Through Certificates, Series 2007-AR4
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS................................................................................1
ARTICLE II CONVEYANCE OF UNDERLYING CERTIFICATES; ORIGINAL ISSUANCE OF CERTIFICATES...................7
Section 2.01. CONVEYANCE OF UNDERLYING CERTIFICATES TO GRANTOR TRUSTEE..........................7
Section 2.02. ACCEPTANCE BY GRANTOR TRUSTEE.....................................................8
Section 2.03. SWAP AGREEMENTS...................................................................8
Section 2.04. REPRESENTATIONS AND WARRANTIES CONCERNING THE DEPOSITOR...........................8
ARTICLE III ACCOUNTS...................................................................................9
Section 3.01. GRANTOR TRUST DISTRIBUTION ACCOUNT................................................9
Section 3.02. PERMITTED WITHDRAWALS AND TRANSFERS FROM THE GRANTOR TRUST
DISTRIBUTION ACCOUNT.............................................................10
ARTICLE IV CERTIFICATES..............................................................................10
Section 4.01. CERTIFICATES.....................................................................10
Section 4.02. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES............................12
Section 4.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES................................14
Section 4.04. PERSONS DEEMED OWNERS............................................................14
Section 4.05. ERISA RESTRICTIONS...............................................................14
ARTICLE V PAYMENTS TO CERTIFICATEHOLDERS............................................................15
Section 5.01. DISTRIBUTIONS ON THE CERTIFICATES................................................15
Section 5.02. ALLOCATION OF LOSSES.............................................................16
Section 5.03. PAYMENTS.........................................................................16
Section 5.04. STATEMENTS TO CERTIFICATEHOLDERS.................................................17
ARTICLE VI INDEMNIFICATION...........................................................................17
Section 6.01. INDEMNIFICATION OF THE GRANTOR TRUSTEE...........................................17
ARTICLE VII CONCERNING THE GRANTOR TRUSTEE............................................................18
Section 7.01. DUTIES OF THE GRANTOR TRUSTEE....................................................18
Section 7.02. CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE....................................20
Section 7.03. GRANTOR TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS....................21
Section 7.04. GRANTOR TRUSTEE MAY OWN CERTIFICATES.............................................21
Section 7.05. EXPENSES.........................................................................22
Section 7.06. ELIGIBILITY REQUIREMENTS FOR GRANTOR TRUSTEE.....................................22
Section 7.07. INSURANCE........................................................................22
Section 7.08. RESIGNATION AND REMOVAL OF THE GRANTOR TRUSTEE...................................22
Section 7.09. SUCCESSOR GRANTOR TRUSTEE........................................................23
Section 7.10. MERGER OR CONSOLIDATION OF GRANTOR TRUSTEE.......................................24
Section 7.11. APPOINTMENT OF CO-GRANTOR TRUSTEE OR SEPARATE GRANTOR TRUSTEE....................24
Section 7.12. FEDERAL INFORMATION RETURNS AND REPORTS TO CERTIFICATEHOLDERS;
GRANTOR TRUST ADMINISTRATION.....................................................25
ARTICLE VIII TERMINATION...............................................................................28
Section 8.01. TERMINATION UPON REPURCHASE BY THE DEPOSITOR OR ITS DESIGNEE OR
LIQUIDATION OF THE MORTGAGE LOANS................................................28
ARTICLE IX MISCELLANEOUS PROVISIONS..................................................................29
Section 9.01. INTENT OF PARTIES................................................................29
Section 9.02. ACTION UNDER UNDERLYING DOCUMENTS................................................29
Section 9.03. AMENDMENT........................................................................29
Section 9.04. RECORDATION OF AGREEMENT.........................................................30
Section 9.05. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.......................................30
Section 9.06. ACTS OF CERTIFICATEHOLDERS.......................................................31
Section 9.07. GOVERNING LAW....................................................................32
Section 9.08. NOTICES..........................................................................32
Section 9.09. SEVERABILITY OF PROVISIONS.......................................................33
Section 9.10. SUCCESSORS AND ASSIGNS...........................................................33
Section 9.11. ARTICLE AND SECTION HEADINGS.....................................................33
Section 9.12. COUNTERPARTS.....................................................................33
Section 9.13. NOTICE TO RATING AGENCIES........................................................33
Section 9.14. ENFORCEMENT OF RIGHTS............................................................33
Exhibit A FORM OF CERTIFICATES
Exhibit B-1 COPY OF UNDERLYING CLASS I-A-3 CERTIFICATE
Exhibit B-2 COPY OF UNDERLYING CLASS II-A-2B CERTIFICATE
Exhibit C FORM OF SWAP AGREEMENT
Exhibit D UNDERLYING POOLING AND SERVICING AGREEMENT
GRANTOR TRUST AGREEMENT
Grantor Trust Agreement, dated as of April 30, 2007, between Structured Asset Mortgage
Investments II Inc., a Delaware corporation, as depositor (the "Depositor") and Xxxxx Fargo Bank,
National Association, a national banking association, as grantor trustee (the "Grantor Trustee").
PRELIMINARY STATEMENT
On the Closing Date, the Depositor will acquire the Underlying Certificates (as defined below).
On the Closing Date, the Depositor will transfer the Underlying Certificates and receive the
Certificates evidencing the entire beneficial ownership interest in the Trust Fund.
The Grantor Trustee on behalf of the Trust shall make an election for the assets constituting
the Trust Fund to be treated for federal income tax purposes as a grantor trust.
In consideration of the mutual agreements herein contained, the Depositor and the Grantor
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.
Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the
Underlying Pooling and Servicing Agreement.
Accrued Certificate Interest: For each Class of Certificates and any Distribution Date, the
interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the
Current Principal Amount of such Certificates immediately prior to such Distribution Date, less any
Underlying Interest Shortfall allocated to the related Class of Underlying Certificates pursuant to the
Underlying Pooling and Servicing Agreement. Interest on the Certificates shall be calculated on the
basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
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 Grantor Trustee may
conclusively presume that a Person is not an Affiliate of another Person unless a Responsible Officer of
the Grantor Trustee has actual knowledge to the contrary.
Agreement: This Grantor Trust Agreement and all amendments hereof and supplements hereto.
Available Funds: The Class I-A-3 Available Funds and the Class II-A-2B Available Funds.
Bankruptcy Code: The United States Bankruptcy Code, as amended as codified in 11 U.S.C. §§
101-1330.
Book-Entry Certificates: The Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which the New
York Stock Exchange or Federal Reserve is closed or on which banking institutions in the jurisdiction in
which the Underlying Trustee, the Custodian or the Servicer are authorized or obligated by law or
executive order to be closed.
Certificate: Any Class I-A-3 Certificate or Class II-A-2B Certificate evidencing a beneficial
ownership interest in the Trust Fund signed by the Grantor Trustee in substantially the form annexed
hereto as Exhibit A with the blanks therein appropriately completed.
Certificate Owner: Any Person who is the beneficial owner of a Certificate registered in the
name of DTC or its nominee.
Certificate Register: The register maintained pursuant to Section 4.02.
Certificateholder: A Holder of a Certificate.
Class: With respect to the Certificates, Class I-A-3 or Class II-A-2B, as applicable.
Class I-A-3 Available Funds: With respect to any Distribution Date and the Underlying Class
I-A-3 Certificates, the sum of (i) any payments received by the Grantor Trustee with respect to the
Underlying Class I-A-3 Certificates and (ii) any payments received by the Grantor Trustee from or with
respect to the Swap Counterparty pursuant to the related Swap Agreement, following the payment of
amounts to reimburse the Grantor Trustee for its reimbursable expenses as set forth herein.
Class II-A-2B Available Funds: With respect to any Distribution Date and the Underlying Class
II-A-2B Certificates, the sum of (i) any payments received by the Grantor Trustee with respect to the
Underlying Class II-A-2B Certificates and (ii) any payments received by the Grantor Trustee from or with
respect to the Swap Counterparty pursuant to the related Swap Agreement, following the payment of
amounts to reimburse the Grantor Trustee for its reimbursable expenses as set forth herein.
Closing Date: April 30, 2007.
Code: The Internal Revenue Code of 1986, as amended.
Corporate Trust Office: With respect to the Grantor Trustee and the presentment of
Certificates for registration of transfer, exchange or final payment, Xxxxx Fargo Bank, National
Association, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate
Trust Group, Bear Xxxxxxx Mortgage Funding Grantor Trust 2007-AR4, and for all other purposes, X.X. Xxx
00, Xxxxxxxx, Xxxxxxxx 00000 (or for overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx
00000), Attention: Corporate Trust Group, Bear Xxxxxxx Mortgage Funding Grantor Trust 2007-AR4.
Current Principal Amount: With respect to each Class of Certificates as of any Distribution
Date, the initial principal amount of such Certificates on the Closing Date, reduced by (i) all amounts
allocable to principal previously distributed with respect to such Certificates and (ii) the principal
portion of all Underlying Realized Losses allocated prior to such Distributed Date to such Certificates
(indirectly through the related Underlying Certificates).
Cut-Off Date: April 1, 2007.
Depositor: Structured Asset Mortgage Investments II Inc., a Delaware corporation, or its
successors in interest.
Distribution Date: The 25th day of any month, beginning in the month immediately following the
month of the Closing Date, or, if such 25th day is not a Business Day, the Business Day immediately
following.
DTC: The Depository Trust Company, the nominee of which is Cede & Co., or any successor
thereto.
DTC Agreement: The meaning specified in Subsection 4.01(a) hereof.
DTC Custodian: The Grantor Trustee, or its successor in interest as custodian for DTC.
DTC Participant: A broker, dealer, bank or other financial institution or other Person for
whom from time to time DTC effects book-entry transfers and pledges of securities deposited with DTC.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Xxxxxx Mae: Xxxxxx Xxx (also known as Federal National Mortgage Association) or any successor
thereto.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
Fractional Undivided Interest: With respect to each Class of Certificates, the fractional
undivided interest evidenced by any Certificate, the numerator of which is the Current Principal Amount
allocated to such Certificate and the denominator of which is the aggregate Current Principal Amounts of
such Class of Certificates.
Xxxxxxx Mac: Xxxxxxx Mac (also known as the Federal Home Loan Mortgage Corporation) or any
successor thereto.
Grantor Trust Distribution Account: The trust account or accounts created and maintained
pursuant to Section 3.01, which shall be denominated "Xxxxx Fargo Bank, National Association, as Grantor
Trustee for the benefit of the holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx
Mortgage Funding Grantor Trust 2007-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4 - Grantor
Trust Distribution Account."
Grantor Trustee: Xxxxx Fargo Bank, National Association, or its successor in interest, or any
successor grantor trustee appointed as herein provided.
Holder: The Person in whose name a Certificate is registered in the Certificate Register,
except that, subject to Subsections 9.03(b) and 9.06(e), solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the Depositor or the Grantor
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 Grantor Trustee and their respective officers, directors, agents and
employees and any separate grantor trustee or co-grantor trustee and their respective 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 and of any Affiliate of the Depositor, (b) does not have any
direct financial interest or any material indirect financial interest in the Depositor or any Affiliate
of the Depositor and (c) is not connected with the Depositor or any Affiliate of the Depositor as an
officer, employee, promoter, underwriter, trustee, partner, director or person performing similar
functions.
Interest Accrual Period: With respect to each Class of Certificates, the period from and
including the preceding Distribution Date (or, in the case of the first Distribution Date, from the
Closing Date) to and including the day prior to the current Distribution Date. For purposes of
clarification, if the Closing Date occurs in a month that contains thirty one (31) days, the first
Interest Accrual Period shall include the 31st day of such month.
LIBOR: LIBOR as determined by the Underlying Trustee pursuant to the Underlying Pooling and
Servicing Agreement.
Moody's: Xxxxx'x Investors Service, Inc. or its successor in interest.
Non-Mortgage Widely Held Fixed Investment Trust: As such term is defined in Treasury
Regulations section 1.671-5(b)(12) or successor provisions.
One-Month LIBOR: One-Month LIBOR as determined by the Underlying Trustee pursuant to the
Underlying Pooling and Servicing Agreement.
Opinion of Counsel: A written opinion of counsel who is or are acceptable to the Grantor
Trustee and who, unless required to be Independent (an "Opinion of Independent Counsel"), may be
internal counsel for the Depositor.
Optional Termination Date: As defined in the Underlying Pooling and Servicing Agreement.
Pass-Through Rate: With respect to each Class of Certificates and any Distribution Date, the
least of (a) One-Month LIBOR plus the related Margin (as defined in the Underlying Pooling and Servicing
Agreement), (ii) 10.50% per annum and (iii) the related Net Rate Cap (as defined in the Underlying
Pooling and Servicing Agreement), in each case calculated on the basis of a 360-day year and the actual
number of days in the related Interest Accrual Period.
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.
Rating Agency: Each of S&P and Moody's.
Record Date: With respect to the Certificates, the Business Day preceding the applicable
Distribution Date.
Responsible Officer: Any officer assigned to the Corporate Trust Office (or any successor
thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant
Secretary, any trust officer or any other officer of the Grantor 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.
S&P: Standard and Poor's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc., and
its successor in interest.
Swap Agreement: Each of (i) the ISDA Master Agreement and related Confirmation, dated as of
the Closing Date, between the Swap Counterparty and the Grantor Trustee with respect to the Underlying
Class I-A-3 Certificates and (ii) the ISDA Master Agreement and related Confirmation, dated as of the
Closing Date, between the Swap Counterparty and the Grantor Trustee with respect to the Underlying Class
II-A-2B Certificates, as the context requires, a form of which is attached hereto as Exhibit C.
Swap Counterparty: Bear Xxxxxxx Capital Markets Inc., or any successor swap counterparty
appointed in accordance with each of the Swap Agreements.
Swap Counterparty Payment: On each Distribution Date, amounts due to the Swap Counterparty
pursuant to the related Swap Agreement.
Trust Fund or Trust: The corpus of the trust created by this Agreement, consisting of the
Underlying Certificates, the Swap Agreements and the other assets described in Section 2.01.
Underlying Certificates: The Underlying Class I-A-3 Certificates and the Underlying Class
II-A-2B Certificates issued pursuant to the Underlying Pooling and Servicing Agreement, copies of which
are attached hereto as Exhibit B-1 and Exhibit B-2, respectively.
Underlying Certificates Remittance Report: The remittance report provided to the Holders of
the Underlying Certificates in accordance with Section 6.04 of the Underlying Pooling and Servicing
Agreement.
Underlying Interest Shortfalls: Any Underlying Realized Losses and Net Interest Shortfalls (as
defined in the Underlying Pooling and Servicing Agreement) allocated to the Underlying Certificates
pursuant to the Underlying Pooling and Servicing Agreement.
Underlying Mortgage Loans: The Mortgage Loans deposited into the Underlying Trust created by
the Underlying Pooling and Servicing Agreement.
Underlying Pooling and Servicing Agreement: The Pooling and Servicing Agreement dated as of
the Closing Date, by and among Structured Asset Mortgage Investments II Inc., as depositor, Xxxxx Fargo
Bank, National Association, as trustee, and EMC Mortgage Corporation, as servicer and sponsor, attached
hereto as Exhibit D.
Underlying Realized Losses: Any Realized Losses on the related Mortgage Loans allocated to the
Underlying Certificates pursuant to the Underlying Pooling and Servicing Agreement.
Underlying Trust: The corpus of the trust created by the Underlying Pooling and Servicing
Agreement.
Underlying Trustee: Xxxxx Fargo Bank, National Association, as trustee under the Underlying
Pooling and Servicing Agreement, or its successor in interest, or any successor trustee appointed as
provided in the Underlying Pooling and Servicing Agreement.
Widely Held Fixed Investment Trust: As such term is defined in Treasury Regulations section
1.671-5(b)(22) or successor provisions.
Widely Held Fixed Investment Trust Regulations: Treasury Regulations section 1.671-5, as
amended.
ARTICLE II
CONVEYANCE OF UNDERLYING CERTIFICATES;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. CONVEYANCE OF UNDERLYING CERTIFICATES TO GRANTOR TRUSTEE. The Depositor,
concurrently with the execution and delivery hereof, does hereby transfer, convey and assign to the
Grantor Trustee, in trust, for the use and benefit of the Certificateholders, (i) all the right, title
and interest of the Depositor in and to the Underlying Certificates, (ii) all distributions on the
Underlying Certificates after the Closing Date and (iii) all other assets constituting the Trust Fund.
In connection with such transfer and assignment, the Depositor is causing the delivery of the
Underlying Certificates to the Grantor Trustee.
It is intended by the Depositor that the conveyance of the Depositor's right, title and
interest in and to the Underlying Certificates and all other assets constituting the Trust Fund pursuant
to this Agreement shall constitute, and be construed as, an absolute sale of the Underlying Certificates
and the other assets constituting the Trust Fund by the Depositor to the Grantor Trustee for the benefit
of the Certificateholders. Furthermore, it is not intended by the Depositor that such conveyance be
deemed a pledge of the Underlying Certificates and the other assets constituting the Trust Fund by the
Depositor to the Grantor Trustee to secure a debt or other obligation of the Depositor. However, in the
event that, notwithstanding the intent of the parties, the Underlying Certificates and the other assets
constituting the Trust Fund are held to be the property of the Depositor, or if for any other reason
this Agreement is held or deemed to create a security interest in the Underlying Certificates and the
other assets constituting the Trust Fund, then it is intended by the Depositor as follows: (a) this
Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the
Uniform Commercial Code; (b) the conveyance provided for in this Section shall be deemed to be a grant
by the Depositor to the Grantor Trustee of a security interest in all of the Depositor's right, title
and interest in and to the Underlying Certificates, and all amounts payable to the holders of the
Underlying Certificates and all proceeds of the conversion, voluntary or involuntary, of the foregoing
into cash, instruments, securities or other property, including without limitation all amounts from time
to time held or invested in the Grantor Trust Distribution Account, whether in the form of cash,
instruments, securities or other property; (c) the possession by the Grantor Trustee (or its agent,
providing that the agent authenticates a record acknowledging that it holds possession for the benefit
of the Grantor Trustee) of the Underlying Certificates and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the
secured party" for purposes of perfecting the security interest pursuant to Section 9-313 of the Uniform
Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts
or confirmations from persons holding such property, shall be deemed to be notifications to or
acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as
applicable) of the Grantor Trustee for the purpose of perfecting such security interest under applicable
law. It is also intended that the Trust Fund be classified (for Federal tax purposes) as a grantor trust
under subpart E, part I of subchapter J of chapter 1 of the Code, of which the 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.
SECTION 2.02. ACCEPTANCE BY GRANTOR TRUSTEE. THE GRANTOR TRUSTEE HEREBY ACKNOWLEDGES THE
RECEIPT BY IT OF THE UNDERLYING CERTIFICATES AND DECLARES THAT IT HOLDS AND WILL HOLD SUCH UNDERLYING
CERTIFICATES AND ALL OTHER ASSETS AND DOCUMENTS INCLUDED IN THE TRUST FUND, IN TRUST, UPON THE TRUSTS
HEREIN SET FORTH, FOR THE EXCLUSIVE USE AND BENEFIT OF ALL PRESENT AND FUTURE CERTIFICATEHOLDERS IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
SECTION 2.03. SWAP AGREEMENTS. ON THE CLOSING DATE, THE GRANTOR TRUSTEE SHALL ENTER INTO
EACH OF THE SWAP AGREEMENTS WITH THE SWAP COUNTERPARTY.
SECTION 2.04. REPRESENTATIONS AND WARRANTIES CONCERNING THE DEPOSITOR. THE DEPOSITOR HEREBY
REPRESENTS AND WARRANTS TO THE GRANTOR TRUSTEE AS FOLLOWS:
(i) the Depositor (a) is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and (b) is qualified and in good standing
as a foreign corporation to do business in each jurisdiction where such qualification is
necessary, except where the failure so to qualify would not reasonably be expected to have a
material adverse effect on the Depositor's business as presently conducted or on the
Depositor's ability to enter into this Agreement and to consummate the transactions contemplated
hereby;
(ii) the Depositor has full corporate power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations under this
Agreement;
(iii) the execution and delivery by the Depositor of this Agreement have been duly
authorized by all necessary corporate action on the part of the Depositor; and neither the
execution and delivery of this Agreement, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof, will conflict with or result in a
breach of, or constitute a default under, any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Depositor or its properties or the
articles of incorporation or by-laws of the Depositor, except those conflicts, breaches or
defaults which would not reasonably be expected to have a material adverse effect on the
Depositor's ability to enter into this Agreement and to consummate the transactions
contemplated hereby;
(iv) the execution, delivery and performance by the Depositor of this Agreement and
the consummation of the transactions contemplated hereby do not require the consent or approval
of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any state, federal or other governmental authority or agency, except those
consents, approvals, notices, registrations or other actions as have already been obtained,
given or made;
(v) this Agreement has been duly executed and delivered by the Depositor and,
assuming due authorization, execution and delivery by the other parties hereto, constitutes a
valid and binding obligation of the Depositor enforceable against it in accordance with its
terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting
the enforcement of the rights of creditors generally);
(vi) there are no actions, suits or proceedings pending or, to the knowledge of the
Depositor, threatened against the Depositor, before or by any court, administrative agency,
arbitrator or governmental body (i) with respect to any of the transactions contemplated by
this Agreement or (ii) with respect to any other matter which in the judgment of the Depositor
will be determined adversely to the Depositor and will if determined adversely to the Depositor
materially and adversely affect the Depositor's ability to enter into this Agreement or perform
its obligations under this Agreement; and the Depositor is not in default with respect to any
order of any court, administrative agency, arbitrator or governmental body so as to materially
and adversely affect the transactions contemplated by this Agreement; and
(vii) immediately prior to the transfer and assignment to the Grantor Trustee, each
Underlying Certificate was not subject to an assignment or pledge, and the Depositor had good
and marketable title to and was the sole owner thereof and had full right to transfer and sell
such Underlying Certificate to the Grantor Trustee free and clear of any encumbrance, equity,
lien, pledge, charge, claim or security interest.
ARTICLE III
ACCOUNTS
SECTION 3.01. GRANTOR TRUST DISTRIBUTION ACCOUNT.
(a) The Grantor Trustee shall establish and maintain in the name of the Grantor Trustee,
for the benefit of the Certificateholders, the Grantor Trust Distribution Account as a segregated trust
account or accounts. The Grantor Trustee will deposit in the Grantor Trust Distribution Account any
amounts paid to the Grantor Trust by the Underlying Trust to or with respect to the Underlying
Certificates pursuant to the Underlying Pooling and Servicing Agreement and any amounts paid to the
Grantor Trust pursuant to either Swap Agreement.
(b) All amounts deposited to the Grantor Trust Distribution Account shall be held by the
Grantor Trustee in the name of the Grantor Trustee in trust for the benefit of the Certificateholders in
accordance with the terms and provisions of this Agreement.
(c) The Grantor Trust Distribution Account shall constitute a trust account of the Trust
Fund segregated on the books of the Grantor Trustee and held by the Grantor Trustee in trust in its
Corporate Trust Office, and the Grantor Trust 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 Grantor Trustee (whether made directly, or indirectly through a liquidator or receiver
of the Grantor Trustee). The amount at any time credited to the Grantor Trust Distribution Account
shall be uninvested.
SECTION 3.02. PERMITTED WITHDRAWALS AND TRANSFERS FROM THE GRANTOR TRUST DISTRIBUTION
ACCOUNT.
(a) The Grantor Trustee may clear and terminate the Grantor Trust Distribution Account
pursuant to Section 8.01(d) and remove amounts from time to time deposited in error into the Grantor
Trust Distribution Account.
(b) On an ongoing basis, the Grantor Trustee shall withdraw from the Grantor Trust
Distribution Account any expenses, disbursements and advances recoverable by the Grantor Trustee
pursuant to Section 7.05 and any amounts payable as indemnification pursuant to Section 6.01; provided
however, to the extent the amounts recoverable pursuant to Sections 6.01 or 7.05 relate to a specific
Class of Certificates or a specific Swap Agreement, such amounts shall be deducted from the Available
Funds allocated to such Class of Certificates.
(c) On each Distribution Date, the Grantor Trustee shall pay the amount distributable to
the Swap Counterparty and the Holders of the Certificates in accordance with Section 5.01 from the
related Available Funds in the Grantor Trust Distribution Account.
ARTICLE IV
CERTIFICATES
SECTION 4.01. CERTIFICATES.
(a) DTC, the Depositor and the Grantor Trustee have entered into a Depository Agreement
dated as of April 30, 2007 (the "DTC Agreement"). The Certificates shall at all times remain registered
in the name of DTC or its nominee and at all times: (i) registration of such Certificates may not be
transferred by the Grantor Trustee except to a successor to DTC; (ii) ownership and transfers of
registration of such Certificates on the books of DTC shall be governed by applicable rules established
by DTC; (iii) DTC may collect its usual and customary fees, charges and expenses from its DTC
Participants; (iv) the Grantor Trustee shall deal with DTC as representative of the Certificate Owners
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 Grantor Trustee may rely and shall be
fully protected in relying upon information furnished by DTC with respect to its DTC Participants.
All transfers by Certificate Owners of the Book-Entry Certificates shall be made in accordance
with the procedures established by the DTC Participant or brokerage firm representing such Certificate
Owners. Each DTC 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 DTC's normal procedures.
(b) If (i)(A) the Depositor advises the Grantor Trustee in writing that DTC is no longer
willing or able to properly discharge its responsibilities under the DTC Agreement and (B) the Grantor
Trustee or the Depositor is unable to locate a qualified successor within 30 days thereafter or (ii) the
Depositor at its option advises the Grantor Trustee in writing that it elects to terminate the
book-entry system through DTC, the Grantor Trustee shall request that DTC 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 Grantor Trustee of the Certificates by
DTC, accompanied by registration instructions from DTC for registration, the Grantor Trustee shall issue
and sign the definitive Certificates. Neither of the Depositor nor the Grantor Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions.
(c) The Certificates shall have the following designation and initial principal amount:
Designation Initial Principal Amount
___________________________________________________________________________
I-A-3 $45,936,000
___________________________________________________________________________
II-A-2B $100,000,000
___________________________________________________________________________
The Certificates shall have the Pass-Through Rate as defined herein.
(d) With respect to each Distribution Date, each Class of Certificates shall accrue
interest during the related Interest Accrual Period. Interest on such Certificates shall be calculated
on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period,
based upon the Pass-Through Rate set forth herein and the Current Principal Amount of such Certificates
applicable to such Distribution Date.
(e) The Certificates shall be substantially in the form set forth in Exhibit A. On
original issuance, the Grantor Trustee shall sign the Certificates and shall deliver the Certificates at
the direction of the Depositor. Pending the preparation of definitive Certificates, the Grantor Trustee
may sign temporary Certificates that are printed, lithographed or typewritten, in authorized
denominations, 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 Grantor Trustee, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trustee
shall sign and shall deliver in exchange therefor, a like aggregate principal amount, in authorized
denominations, of definitive Certificates. Until so exchanged, such temporary Certificates shall in all
respects be entitled to the same benefits as definitive Certificates.
(f) The Book-Entry Certificates will be registered as a single Certificate held by a
nominee of DTC or the DTC Custodian, and beneficial interests will be held by investors through the
book-entry facilities of DTC in minimum denominations of $1,000 and increments of $1.00 in excess
thereof. On the Closing Date, the Grantor Trustee shall execute the Certificate in the entire Current
Principal Amount of the Certificates. The Grantor Trustee shall sign the Certificates by facsimile or
manual signature on behalf of the Grantor Trustee by one of its authorized signatories, who shall be a
Responsible Officer of the Grantor Trustee or its agent. A Certificate bearing the manual or facsimile
signature of an individual who was an authorized signatory of the Grantor Trustee or its agent at the
time of issuance shall bind the Grantor Trustee, notwithstanding that such individual has ceased to hold
such position prior to the delivery of such Certificate.
(g) 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 signature of the Grantor
Trustee, or its agent, and such signature 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 signature.
SECTION 4.02. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.
(a) The Grantor Trustee shall maintain at its Corporate Trust Office a Certificate
Register in which, subject to such reasonable regulations as it may prescribe, the Grantor Trustee shall
provide for the registration of Certificates and of transfers and exchanges of Certificates as herein
provided.
(b) Subject to Subsection 4.01(a), upon surrender for registration of transfer of any
Certificate at any office or agency of the Grantor Trustee maintained for such purpose, the Grantor
Trustee shall sign and shall deliver, in the name of the designated transferee or transferees, a new
Certificate of a like aggregate Fractional Undivided Interest, but bearing a different number.
(c) At the option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized denominations of a like aggregate Fractional Undivided Interest, upon
surrender of the Certificates to be exchanged at any such office or agency; 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 Grantor Trustee in writing. Whenever any
Certificates are so surrendered for exchange, the Grantor Trustee shall sign and deliver the
Certificates which the Certificateholder making the exchange is entitled to receive.
(d) If the Grantor 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 Grantor Trustee, duly executed by the holder
thereof or his or her attorney duly authorized in writing.
(e) No service charge shall be made for any transfer or exchange of Certificates, but the
Grantor 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.
(f) The Grantor 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.
(g) The following legend shall be placed on the Certificates, whether upon original
issuance or upon issuance of any other Certificate in exchange therefor or upon transfer thereof:
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (ERISA), UNLESS THE PURCHASE OF THE CERTIFICATES ON BEHALF OF SUCH
PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION UNDER ERISA OR
SECTION 4975 OF THE CODE, IS PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY
OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE SERVICER, THE UNDERLYING TRUSTEE OR THE GRANTOR
TRUSTEE IN ADDITION TO THOSE OBLIGATIONS SET FORTH IN THE UNDERLYING POOLING AND SERVICING
AGREEMENT.
ANY PERSON ACQUIRING AN INTEREST IN A CERTIFICATE, BY ACQUISITION OF SUCH CERTIFICATE, SHALL BE
DEEMED TO HAVE REPRESENTED TO THE GRANTOR TRUSTEE THAT EITHER: (I) IT IS NOT ACQUIRING AN
INTEREST IN SUCH CERTIFICATE DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF ERISA AND/OR SECTION 4975
OF THE CODE, OR (II) THE TRANSFER AND/OR HOLDING OF AN INTEREST IN SUCH CERTIFICATE TO THAT
PERSON AND THE SUBSEQUENT SERVICING, MANAGEMENT AND/OR OPERATION OF THE TRUST AND ITS ASSETS:
(I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER A STATUTORY OR AN
ADMINISTRATIVE INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION ("PTE"), INCLUDING, BUT NOT
LIMITED TO, SECTION 408(B)(17) OF ERISA, XXX 00-00, XXX 00-00, XXX 00-0, XXX 95-60 OR PTE 96-23
AND (II) WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER, THE UNDERLYING TRUSTEE OR THE GRANTOR
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE UNDERLYING POOLING AND
SERVICING AGREEMENT. THE GRANTOR TRUSTEE WILL NOT BE REQUIRED TO MONITOR, DETERMINE OR INQUIRE
AS TO COMPLIANCE WITH THE FOREGOING TRANSFER RESTRICTIONS AND NONE OF SUCH PERSONS SHALL HAVE
ANY LIABILITY FOR THE TRANSFER OF ANY BOOK-ENTRY CERTIFICATES MADE IN VIOLATION OF THE TRANSFER
RESTRICTIONS SET FORTH IN THE GRANTOR TRUST AGREEMENT.
SECTION 4.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
(a) If (i) any mutilated Certificate is surrendered to the Grantor Trustee, or the Grantor
Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Grantor Trustee such security or indemnity as it may require to save it
harmless, and (iii) the Grantor Trustee has not received notice that such Certificate has been acquired
by a third Person, the Grantor Trustee shall sign 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 Grantor Trustee and shall be of no
further effect and evidence no rights.
(b) Upon the issuance of any new Certificate under this Section 4.03, the Grantor 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 Grantor
Trustee) connected therewith. Any duplicate Certificate issued pursuant to this Section 4.03 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 4.04. PERSONS DEEMED OWNERS. PRIOR TO DUE PRESENTATION OF A CERTIFICATE FOR
REGISTRATION OF TRANSFER, THE DEPOSITOR, THE GRANTOR TRUSTEE AND ANY AGENT OF THE DEPOSITOR OR THE
GRANTOR 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 5.01 AND FOR ALL OTHER
PURPOSES WHATSOEVER. NEITHER THE DEPOSITOR, THE GRANTOR TRUSTEE, NOR ANY AGENT OF THE DEPOSITOR OR THE
GRANTOR 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 4.05. ERISA RESTRICTIONS.
(a) Subject to the provisions of subsection (b), no Certificates may be acquired directly
or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is
subject to Title I of ERISA and Section 4975 of the Code, unless the purchase of such Certificates by or
on behalf of such Plan is permissible under applicable law, will not constitute or result in a
non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the
Depositor, the Servicer, the Underlying Trustee or the Grantor Trustee to any obligation in addition to
those undertaken in the Underlying Pooling and Servicing Agreement.
(b) Any Person acquiring an interest in a Certificate, by acquisition of such Certificate,
shall be deemed to have represented to the Grantor Trustee that either: (i) it is not acquiring an
interest in such Certificate directly or indirectly by, or on behalf of, an employee benefit plan or
other retirement arrangement which is subject to Title I of ERISA and/or Section 4975 of the Code, or
(ii) the transfer and/or holding of an interest in such Certificate to that Person and the subsequent
servicing, management and/or operation of the Trust and its assets: (I) will not result in any
prohibited transaction which is not covered under a statutory or an administrative individual or class
prohibited transaction exemption ("PTE"), including, but not limited to, Section 408(b)(17) of ERISA,
XXX 00-00, XXX 00-00, XXX 00-0, XXX 95-60 or PTE 96-23 and (II) will not subject the Depositor, the
Servicer, the Underlying Trustee or the Grantor Trustee to any obligation in addition to those
undertaken in the Underlying Pooling and Servicing Agreement. The Grantor Trustee will not be required
to monitor, determine or inquire as to compliance with the foregoing transfer restrictions and none of
such Persons shall have any liability for the transfer of any Book-Entry Certificates made in violation
of the transfer restrictions set forth herein.
ARTICLE V
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 5.01. DISTRIBUTIONS ON THE CERTIFICATES.
(a) Interest and principal on the Certificates will be distributed monthly on each
Distribution Date, commencing in May 2007, in an aggregate amount equal to the Available Funds for such
Distribution Date.
(I) On each Distribution Date, the Class I-A-3 Available Funds shall be distributed as
follows:
(i) FIRST, to the Swap Counterparty, the related Swap Counterparty Payment (if
any) and certain termination payments (as set forth in the related Swap Agreement), if
applicable, for such Distribution Date (other than where the Swap Counterparty is the sole
defaulting or sole affected party);
(ii) SECOND, to the extent of remaining Class I-A-3 Available Funds, to the Class
I-A-3 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date;
(iii) THIRD, to the extent of remaining Class I-A-3 Available Funds, to the Class
I-A-3 Certificates, any principal distributions received from the Underlying Class I-A-3
Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal
Amount thereof has been reduced to zero; and
(iv) FOURTH, to the extent of remaining Class I-A-3 Available Funds, to the Swap
Counterparty, any termination payments (as set forth in the related Swap Agreement) where the
Swap Counterparty is the sole defaulting or sole affected party.
(II) On each Distribution Date, the Class II-A-2B Available Funds shall be distributed as
follows:
(v) FIRST, to the Swap Counterparty, the related Swap Counterparty Payment (if
any) and certain termination payments (as set forth in the related Swap Agreement), if
applicable, for such Distribution Date (other than where the Swap Counterparty is the sole
defaulting or sole affected party);
(vi) SECOND, to the extent of remaining Class II-A-2B Available Funds, to the Class
II-A-2B Certificates, the Accrued Certificate Interest on such Class for such Distribution Date;
(vii) THIRD, to the extent of remaining Class II-A-2B Available Funds, to the Class
II-A-2B Certificates, any principal distributions received from the Underlying Class II-A-2B
Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal
Amount thereof has been reduced to zero; and
(viii) FOURTH, to the extent of remaining Class II-A-2B Available Funds, to the Swap
Counterparty, any termination payments (as set forth in the related Swap Agreement) where the
Swap Counterparty is the sole defaulting or sole affected party.
(b) No Accrued Certificate Interest will be payable with respect to each Class of
Certificates after the Distribution Date on which the Current Principal Amount of such Class of
Certificates has been reduced to zero.
SECTION 5.02. ALLOCATION OF LOSSES.
(a) On or prior to each Determination Date, the Grantor Trustee, based solely upon
information provided to it and calculations with respect thereto conducted by the Underlying Trustee
pursuant to Section 6.04 of the Underlying Pooling and Servicing Agreement, shall determine the amount
of any Underlying Realized Losses on the Mortgage Loans in the related Loan Group to be allocated to the
related Underlying Certificates (and, correspondingly, to the related Certificates).
(b) With respect to any Certificates on any Distribution Date, the principal portion of
each Underlying Realized Loss allocated to the related Underlying Certificates (and, correspondingly, to
such Certificates) shall be allocated among the Class I-A-3 Certificates and the Class II-A-2B
Certificates, as applicable, in proportion to their respective Current Principal Amounts, until the
Current Principal Amount of each such Class has been reduced to zero.
SECTION 5.03. PAYMENTS.
(a) On each Distribution Date, other than the final Distribution Date, the Grantor Trustee
shall distribute to each Certificateholder of record on the directly preceding Record Date the
Certificateholder's pro rata share (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 the
related Certificates, based solely on information provided to the Grantor Trustee and calculations with
respect thereto conducted by the Underlying Trustee and the Swap Counterparty. The Grantor 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 Grantor Trustee, on or before the fifth Business Day preceding the related
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
the Certificates will be made only upon presentation and surrender of such respective Certificates at
the office or agency of the Grantor Trustee specified in the notice to Certificateholders of such final
payment.
SECTION 5.04. STATEMENTS TO CERTIFICATEHOLDERS.
(a) Concurrently with each distribution to Certificateholders, the Grantor Trustee shall
make available via the Grantor Trustee's internet website as set forth below, all of the information
provided to the Grantor Trustee with respect to the Underlying Certificates pursuant to Section 6.04 of
the Underlying Pooling and Servicing Agreement.
The Grantor Trustee may make available each month, to any interested party, the monthly
statement to Certificateholders via the Grantor Trustee's website initially located at xxx.xxxxxxx.xxx.
Assistance in using the website can be obtained by calling the Grantor 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 customer service desk and indicating such.
The Grantor 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 Grantor Trustee shall
provide timely and adequate written notification to all parties regarding any such change.
(b) Within a reasonable period of time after the end of the preceding calendar year,
beginning in 2008, the Grantor Trustee will furnish such report to each Holder of the Certificates of
record at any time during the prior calendar year as to the aggregate of amounts reported pursuant to
subclauses (a)(i) and (a)(ii) of Section 6.04 of the Underlying Pooling and Servicing Agreement with
respect to the Certificates, and at the request of the Holders, any other amounts which would 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
Grantor Trustee to such Holders pursuant to the requirements of the Code.
ARTICLE VI
INDEMNIFICATION
SECTION 6.01. INDEMNIFICATION OF THE GRANTOR TRUSTEE. THE TRUST SHALL INDEMNIFY THE
INDEMNIFIED PERSONS FOR, AND WILL HOLD THEM HARMLESS AGAINST, ANY LOSS, LIABILITY OR EXPENSE INCURRED ON
THEIR PART, ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, EACH OF THE SWAP AGREEMENTS AND THE
CERTIFICATES, INCLUDING THE COSTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) OF
DEFENDING THEMSELVES AGAINST ANY SUCH CLAIM OTHER THAN (I) ANY LOSS, LIABILITY OR EXPENSE RELATED TO
SUCH INDEMNIFIED PERSON'S FAILURE TO PERFORM SUCH INDEMNIFIED PERSON'S DUTIES IN STRICT COMPLIANCE WITH
THIS AGREEMENT (EXCEPT AS ANY SUCH LOSS, LIABILITY OR EXPENSE SHALL BE OTHERWISE REIMBURSABLE PURSUANT
TO THIS AGREEMENT) AND (II) ANY LOSS, LIABILITY OR EXPENSE INCURRED BY REASON OF SUCH INDEMNIFIED
PERSON'S WILLFUL MISFEASANCE, BAD FAITH OR NEGLIGENCE IN THE PERFORMANCE OR NON-PERFORMANCE OF DUTIES
HEREUNDER OR BY REASON OF SUCH INDEMNIFIED PERSON'S RECKLESS DISREGARD OF OBLIGATIONS AND DUTIES
HEREUNDER. ANY AMOUNTS PAYABLE TO AN INDEMNIFIED PERSON AS SET FORTH HEREIN SHALL BE PAID BY THE
GRANTOR TRUSTEE TO SUCH INDEMNIFIED PERSON FROM THE GRANTOR TRUST DISTRIBUTION ACCOUNT. THIS INDEMNITY
SHALL SURVIVE THE RESIGNATION OR REMOVAL OF THE GRANTOR TRUSTEE AND THE TERMINATION OF THIS AGREEMENT.
ARTICLE VII
CONCERNING THE GRANTOR TRUSTEE
SECTION 7.01. DUTIES OF THE GRANTOR TRUSTEE.
(a) The Grantor Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement as duties of the Grantor Trustee.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to be furnished to the Grantor
Trustee pursuant to any provision of this Agreement, the Grantor Trustee shall examine them to determine
whether they are in the form required by this Agreement; provided, however, that the Grantor 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 Grantor Trustee shall make monthly distributions and
the final distribution to the Certificateholders from Available Funds in the Grantor Trust Distribution
Account as provided in Section 5.01 herein based on a report prepared by the Underlying Trustee with
respect to such distributions.
(d) No provision of this Agreement shall be construed to relieve the Grantor Trustee from
liability for its own negligent action, its own negligent failure to act or its own willful misconduct;
provided, however, that:
(i) The duties and obligations of the Grantor Trustee shall be determined solely
by the express provisions of this Agreement, the Grantor 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 Grantor
Trustee and, in the absence of bad faith on the part of the Grantor Trustee, the Grantor
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 Grantor Trustee
and conforming to the requirements of this Agreement;
(ii) The Grantor 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
Grantor Trustee unless it shall be proved that the Grantor Trustee was negligent in
ascertaining the pertinent facts;
(iii) The Grantor 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 Grantor Trustee or exercising any
trust or other power conferred upon the Grantor Trustee under this Agreement;
(iv) The Grantor Trustee shall not in any way be liable by reason of any
insufficiency in the Grantor Trust Distribution Account unless it is determined by a court of
competent jurisdiction that the Grantor Trustee's negligence, negligent failure to act or
willful misconduct was the primary cause of such insufficiency (except to the extent that the
Grantor Trustee is obligor and has defaulted thereon); and
(v) Anything in this Agreement to the contrary notwithstanding, in no event shall
the Grantor 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 Grantor Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of action.
The Grantor 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.
(e) All funds received by the Grantor Trustee and required to be deposited in the Grantor
Trust Distribution Account pursuant to this Agreement will be promptly so deposited by the Grantor
Trustee.
(f) Except for those actions that the Grantor Trustee is required expressly to take
hereunder, the Grantor 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.
(g) The Grantor Trustee hereby acknowledges and agrees to reasonably cooperate with the
Underlying Trustee and the Depositor in facilitating compliance by such parties with the provisions of
Regulation AB and related rules and regulations of the Commission, including any filings required
thereby. The Grantor Trustee acknowledges that interpretations of the requirements of the requirements
of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission
or its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel,
or otherwise, and agrees to comply with requests made by the Underlying Trustee and the Depositor in
good faith for delivery of information on the basis of evolving interpretations of Regulation AB to the
extent reasonably practicable. The Grantor Trustee shall cooperate reasonably with the Underlying
Trustee and the Depositor to deliver to such parties (including any of their respective assignees or
designees), any and all disclosure, statements, reports, certifications, records and any other
information necessary in the reasonable, good faith determination of the Underlying Trustee and the
Depositor to permit the Underlying Trustee and the Depositor to comply with the provisions of Regulation
AB.
SECTION 7.02. CERTAIN MATTERS AFFECTING THE GRANTOR TRUSTEE.
Except as otherwise provided in Section 7.01:
(i) The Grantor Trustee may rely and shall be protected in acting or refraining from acting
in reliance on any resolution, certificate of the Depositor, the Servicer or the Underlying Trustee, any
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(ii) The Grantor Trustee may consult with counsel and any written 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 written advice or
Opinion of Counsel;
(iii) The Grantor 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, and shall not be under any obligation 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 Grantor Trustee
reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein
or thereby;
(iv) The Grantor Trustee shall not be liable in its individual capacity for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(v) The Grantor 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 Grantor 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
Grantor Trustee, reasonably assured to the Grantor Trustee by the security afforded to it by the terms of
this Agreement. The Grantor 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 pro
rata by the Certificateholders requesting the investigation;
(vi) The Grantor Trustee may (to the extent it is authorized hereunder to so execute or
perform) execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
through its Affiliates, agents or attorneys. The Grantor Trustee shall not be liable or responsible
for the misconduct or negligence of any agent or attorney of the Grantor Trustee appointed hereunder
by the Grantor Trustee with due care;
(vii) Should the Grantor Trustee deem the nature of any action required on its part, other than
a payment or transfer under Section 3.02 or Section 5.01, to be unclear, the Grantor Trustee may require
prior to such action that it be provided by the Depositor with reasonable further instructions;
(viii) The right of the Grantor Trustee to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and the Grantor Trustee shall not be accountable for other
than its negligence, bad faith, negligent failure to act or willful misconduct in the performance of any
such act; and
(ix) The Grantor 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 7.07.
SECTION 7.03. GRANTOR TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS. THE RECITALS
CONTAINED HEREIN AND IN THE CERTIFICATES (OTHER THAN THE SIGNATURE OF THE GRANTOR TRUSTEE ON THE
CERTIFICATES) SHALL BE TAKEN AS THE STATEMENTS OF THE DEPOSITOR, AND THE GRANTOR TRUSTEE SHALL NOT HAVE
ANY RESPONSIBILITY FOR THEIR CORRECTNESS. THE GRANTOR TRUSTEE DOES NOT MAKE ANY REPRESENTATION AS TO
THE VALIDITY OR SUFFICIENCY OF THE CERTIFICATES (OTHER THAN THE SIGNATURE OF THE GRANTOR TRUSTEE ON THE
CERTIFICATES). THE GRANTOR TRUSTEE'S SIGNATURE ON THE CERTIFICATES SHALL BE SOLELY IN ITS CAPACITY AS
GRANTOR TRUSTEE, AND SHALL NOT CONSTITUTE THE CERTIFICATES AN OBLIGATION OF THE GRANTOR TRUSTEE IN ANY
OTHER CAPACITY. THE GRANTOR 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 UNDERLYING CERTIFICATES. THE GRANTOR
TRUSTEE SHALL NOT BE RESPONSIBLE FOR THE LEGALITY, SUFFICIENCY OR VALIDITY OF THIS AGREEMENT, EACH OF
THE SWAP AGREEMENTS 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 BY ANY PERSON
OTHER THAN IT, OR THE VALIDITY, PRIORITY, PERFECTION OR SUFFICIENCY OF THE SECURITY FOR THE CERTIFICATES
ISSUED HEREUNDER OR INTENDED TO BE ISSUED HEREUNDER. THE GRANTOR 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 GRANTOR
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.
SECTION 7.04. GRANTOR TRUSTEE MAY OWN CERTIFICATES. THE GRANTOR TRUSTEE, IN ITS INDIVIDUAL
CAPACITY OR IN ANY CAPACITY OTHER THAN AS GRANTOR TRUSTEE HEREUNDER, MAY BECOME THE OWNER OR PLEDGEE OF
ANY CERTIFICATES WITH THE SAME RIGHTS IT WOULD HAVE IF IT WERE NOT GRANTOR TRUSTEE AND MAY OTHERWISE
DEAL WITH THE PARTIES HERETO.
SECTION 7.05. EXPENSES. THE GRANTOR TRUSTEE AND ANY DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF
SUCH PARTY, WILL BE ENTITLED TO RECOVER FROM THE GRANTOR TRUST DISTRIBUTION ACCOUNT PURSUANT TO SECTION
3.02(B) ALL REASONABLE OUT- OF-POCKET EXPENSES, DISBURSEMENTS AND ADVANCES OF SUCH PARTY IN CONNECTION
WITH ANY EVENT OF DEFAULT OR BREACH OF THIS AGREEMENT OR ANY CLAIM OR LEGAL ACTION (INCLUDING ANY
PENDING OR THREATENED CLAIM OR LEGAL ACTION) INCURRED OR MADE BY SUCH PARTY IN THE ADMINISTRATION OF THE
TRUSTS HEREUNDER (INCLUDING THE REASONABLE COMPENSATION, EXPENSES AND DISBURSEMENTS OF ITS COUNSEL)
EXCEPT ANY SUCH EXPENSE, DISBURSEMENT OR ADVANCE AS MAY ARISE FROM ITS NEGLIGENCE, NEGLIGENT FAILURE TO
ACT, OR INTENTIONAL MISCONDUCT OR WHICH IS THE RESPONSIBILITY OF THE CERTIFICATEHOLDERS OR THE TRUST
FUND HEREUNDER. IF FUNDS IN THE GRANTOR TRUST DISTRIBUTION ACCOUNT ARE INSUFFICIENT THEREFOR, SUCH PARTY
SHALL RECOVER SUCH EXPENSES, DISBURSEMENTS AND ADVANCES 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 7.06. ELIGIBILITY REQUIREMENTS FOR GRANTOR TRUSTEE. THE GRANTOR TRUSTEE, AND ANY
SUCCESSOR GRANTOR 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 GRANTOR TRUSTEE, $50,000,000, SUBJECT TO SUPERVISION OR EXAMINATION BY FEDERAL OR STATE
AUTHORITY AND RATED "BBB" OR HIGHER BY STANDARD & POOR'S AND "BAA2" OR HIGHER BY MOODY'S WITH RESPECT TO
ANY OUTSTANDING LONG-TERM UNSECURED UNSUBORDINATED DEBT, AND, IN THE CASE OF A SUCCESSOR GRANTOR TRUSTEE
OTHER THAN PURSUANT TO SECTION 7.10, RATED IN ONE OF THE TWO HIGHEST LONG-TERM DEBT CATEGORIES OF, OR
OTHERWISE ACCEPTABLE TO, EACH OF THE RATING AGENCIES. IF THE GRANTOR 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 7.06 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 GRANTOR TRUSTEE SHALL CEASE
TO BE ELIGIBLE IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 7.06, THE GRANTOR TRUSTEE SHALL RESIGN
IMMEDIATELY IN THE MANNER AND WITH THE EFFECT SPECIFIED IN SECTION 7.08.
SECTION 7.07. INSURANCE. THE GRANTOR 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 GRANTOR
TRUSTEE AS TO SUCH PARTY'S COMPLIANCE WITH THIS SECTION 7.07 SHALL BE FURNISHED TO ANY CERTIFICATEHOLDER
UPON REASONABLE WRITTEN REQUEST.
SECTION 7.08. RESIGNATION AND REMOVAL OF THE GRANTOR TRUSTEE.
(a) Subject to the terms of this Agreement, the Grantor Trustee may at any time resign and
be discharged from the Trust hereby created by giving written notice thereof to the Depositor, with a
copy to the Rating Agencies. Upon receiving such notice of resignation, the Depositor shall promptly
appoint a successor Grantor Trustee, by written instrument, in triplicate, one copy of which instrument
shall be delivered to each of the resigning Grantor Trustee and the successor Grantor Trustee. If no
successor Grantor Trustee shall have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Grantor Trustee may assign its duties and
obligations hereunder to a Person who satisfies the requirements of Section 7.06 or may petition any
court of competent jurisdiction for the appointment of a successor Grantor Trustee. The Grantor Trustee
may resign hereunder unless it shall also resign as Underlying Trustee under the Underlying Pooling and
Servicing Agreement.
(b) If at any time the Grantor Trustee shall cease to be eligible in accordance with the
provisions of Section 7.06 and shall fail to resign after written request therefor by the Depositor, or
if at any time the Grantor Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Grantor Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Grantor Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Depositor shall promptly remove the
Grantor Trustee and appoint a successor Grantor Trustee by written instrument, in triplicate, one copy
of which instrument shall be delivered to the Grantor Trustee so removed and one copy of which
instrument shall be delivered to the successor Grantor Trustee so appointed.
(c) The Holders of Certificates evidencing Fractional Undivided Interests aggregating not
less than 51% of the Trust Fund may at any time remove the Grantor Trustee and appoint a successor
Grantor Trustee by written instrument or instruments, in quadruplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the
Depositor and such party so removed and one copy of which instrument shall be delivered to the successor
so appointed.
(d) No resignation or removal of the Grantor Trustee and appointment of a successor
Grantor Trustee pursuant to any of the provisions of this Section 7.08 shall become effective except
upon appointment of and acceptance of such appointment by the successor Grantor Trustee as provided in
Section 7.09.
SECTION 7.09. SUCCESSOR GRANTOR TRUSTEE.
(a) Any successor Grantor Trustee appointed as provided in Section 7.08 shall execute,
acknowledge and deliver to the Depositor and to its predecessor Grantor Trustee an instrument accepting
such appointment hereunder. The resignation or removal of the predecessor Grantor Trustee shall then
become effective and such successor Grantor 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 Grantor Trustee herein. The predecessor Grantor Trustee
shall, after its receipt of payment of its outstanding fees and expenses, promptly deliver to the
successor Grantor Trustee all assets and records of the Trust held by it hereunder, and the Depositor
and the predecessor Grantor 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
Grantor Trustee all such rights, powers, duties and obligations.
(b) No successor Grantor Trustee shall accept appointment as provided in this Section 7.09
unless at the time of such acceptance such successor Grantor Trustee shall be eligible under the
provisions of Section 7.06.
(c) Upon acceptance of appointment by a successor Grantor Trustee as provided in this
Section 7.09, the successor Grantor Trustee shall mail notice of the succession of such Grantor Trustee
hereunder to all Certificateholders at their addresses as shown in the Certificate Register and to the
Rating Agencies.
SECTION 7.10. MERGER OR CONSOLIDATION OF GRANTOR TRUSTEE. ANY STATE BANK OR TRUST COMPANY
OR NATIONAL BANKING ASSOCIATION INTO WHICH THE GRANTOR 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 GRANTOR 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 BUSINESS OF THE GRANTOR TRUSTEE SHALL BE THE SUCCESSOR OF THE GRANTOR TRUSTEE HEREUNDER,
PROVIDED SUCH STATE BANK OR TRUST COMPANY OR NATIONAL BANKING ASSOCIATION SHALL BE ELIGIBLE UNDER THE
PROVISIONS OF SECTION 7.06. SUCH SUCCESSION SHALL BE VALID WITHOUT THE EXECUTION OR FILING OF ANY PAPER
OR ANY FURTHER ACT ON THE PART OF ANY OF THE PARTIES HERETO, ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING.
SECTION 7.11. APPOINTMENT OF CO-GRANTOR TRUSTEE OR SEPARATE GRANTOR 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 Grantor Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Grantor Trustee and the Depositor to act as co-grantor trustee or co-grantor trustees, jointly with the
Grantor Trustee, or separate grantor trustee or separate grantor 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 7.11, such powers, duties, obligations,
rights and trusts as the Depositor and the Grantor 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 Grantor Trustee shall have the power to make such
appointment without any action by or consent of the Depositor.
(c) No co-grantor trustee or separate grantor trustee hereunder shall be required to meet
the terms of eligibility as a successor Grantor Trustee under Section 7.06 hereunder and no notice to
Certificateholders of the appointment of co-grantor trustee(s) or separate grantor trustee(s) shall be
required under Section 7.08 hereof.
(d) In the case of any appointment of a co-grantor trustee or separate grantor trustee
pursuant to this Section 7.11, all rights, powers, duties and obligations conferred or imposed upon the
Grantor Trustee and required to be conferred on such co-grantor trustee shall be conferred or imposed
upon and exercised or performed by the Grantor Trustee and such separate grantor trustee or co-grantor
trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act
or acts are to be performed, the Grantor 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 grantor trustee or co-grantor trustee at the direction of the Grantor Trustee.
(e) Any notice, request or other writing given to the Grantor Trustee shall be deemed to
have been given to each of the then separate grantor trustees and co-grantor trustees, as effectively as
if given to each of them. Every instrument appointing any separate grantor trustee or co-grantor trustee
shall refer to this Agreement and the conditions of this Article VII. Each separate grantor trustee and
co-grantor 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 Grantor 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 Grantor Trustee. Every such instrument shall be filed with the Grantor
Trustee.
(f) To the extent not prohibited by law, any separate grantor trustee or co-grantor
trustee may, at any time, request the Grantor 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 grantor trustee or co-grantor 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 Grantor Trustee, to the extent permitted by law, without the appointment of a new or
successor Grantor Trustee.
(g) No grantor trustee under this Agreement shall be personally liable by reason of any
act or omission of another grantor trustee under this Agreement. The Depositor and the Grantor Trustee
acting jointly may at any time accept the resignation of or remove any separate grantor trustee or
co-grantor trustee.
SECTION 7.12. FEDERAL INFORMATION RETURNS AND REPORTS TO CERTIFICATEHOLDERS; GRANTOR TRUST
ADMINISTRATION.
(a) The Grantor Trustee shall perform its obligations relating to the Trust in a manner so
as to maintain the status of the Trust Fund as a grantor trust under subpart E, part I of subchapter J
of chapter 1 of the Code and not as an association taxable as a corporation, as a taxable mortgage pool,
or as a partnership and to prevent the imposition of any federal, state or local income or other tax on
the Trust Fund.
(i) The Trust is a Widely Held Fixed Investment Trust that is a Non-Mortgage Widely Held
Fixed Investment Trust. The Grantor Trustee will report as required under the Widely Held Fixed
Investment Trust Regulations to the extent such information as is reasonably necessary to enable
the Grantor Trustee to do so, and is not in its possession, is provided to the Grantor Trustee on
a timely basis. The Grantor Trustee is hereby directed to assume that DTC is the only "middleman"
(as such term is defined in the Widely Held Fixed Investment Trust Regulations) unless the
Depositor provides the Grantor Trustee with the identities of other "middlemen" that are
Certificateholders. The Grantor Trustee will not be liable for any tax reporting penalties that
may arise under the Widely Held Fixed Investment Trust Regulations as a result of the Depositor
incorrectly determining the status of the Grantor Trust as a Widely Held Fixed Investment Trust
or failing to identify whether or not the Grantor Trust is a Widely Held Fixed Investment Trust.
(ii) The Grantor Trustee, in its discretion, will report required Widely Held Fixed
Investment Trust information using either the cash or accrual method, except to the extent the
Widely Held Fixed Investment Trust Regulations specifically require a different method. The
Grantor Trustee will be under no obligation to determine whether any interest holder in the Trust
uses the cash or accrual method. The Grantor Trustee will make available Widely Held Fixed
Investment Trust information to holders annually. In addition, the Grantor Trustee will not be
responsible or liable for providing subsequently amended, revised or updated information to any
interest holder in the Trust, unless requested by such holder.
(iii) The Grantor Trustee shall not be liable for failure to meet the reporting
requirements of the Widely Held Fixed Investment Trust Regulations nor for any penalties
thereunder if such failure is due to: (i) the lack of reasonably necessary information being
provided to the Grantor Trustee, (ii) incomplete, inaccurate or untimely information being
provided to the Grantor Trustee or (iii) the inability of the Grantor Trustee, after good faith
efforts, to alter its existing information reporting systems to capture information necessary to
fully comply with the Widely Held Fixed Investment Trust Regulations for the 2007 calendar year.
Each Certificate holder, by acceptance of its interest in its Certificate, will be deemed to have
agreed to provide the Grantor Trustee with information regarding any sale of such Certificate,
including the price, amount of proceeds and date of sale. Absent receipt of such information, and
unless informed otherwise by the Depositor, the Grantor Trustee will assume there is no secondary
market trading of Widely Held Fixed Investment Trust interests.
(iv) To the extent required by the Widely Held Fixed Investment Trust Regulations, the
Grantor Trustee will use reasonable efforts to publish on an appropriate website the CUSIPs for
the Certificates. The CUSIPs so published will represent the Rule 144A CUSIPs. The Grantor
Trustee will not publish any associated Regulation S CUSIPs. The Grantor Trustee will make
reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have
been received. Absent the receipt of a CUSIP, the Grantor Trustee will use a reasonable
identifier number in lieu of a CUSIP. The Grantor Trustee will not be liable for investor
reporting delays that result from the receipt of inaccurate or untimely CUSIP information.
(v) The Grantor Trustee shall be entitled to additional reasonable compensation for
changes in reporting required in respect of (i) the failure of the Depositor to timely inform the
Grantor Trustee of the designation of the Grantor Truust as a Widely Held Fixed Investment or
(ii) a change in the Widely Held Fixed Investment Trust Regulations or a change in interpretation
of the Widely Held Fixed Investment Trust Regulations by the IRS or the Depositor or its counsel,
if such change requires, in the Grantor Trustee's reasonable discretion, a material increase in
the Grantor Trustee's reporting obligations in respect of the Grantor Trust.
(b) Notwithstanding any other provisions of this Agreement, the Grantor Trustee shall
comply with all federal withholding requirements with respect to payments to Certificateholders. The
consent of Certificateholders shall not be required for any such withholding. In the event the Grantor
Trustee, based solely on instructions from such Certificateholder or other Person, withholds any amount
from any Certificateholder pursuant to federal withholdings requirements, the Grantor Trustee shall
indicate to such Certificateholder the amount so withheld.
(c) The Grantor 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 or the Depositor as a result of a breach of the Grantor Trustee's obligations set forth in
this Section 7.12.
ARTICLE VIII
TERMINATION
SECTION 8.01. TERMINATION UPON REPURCHASE BY THE DEPOSITOR OR ITS DESIGNEE OR LIQUIDATION OF
THE MORTGAGE LOANS.
(a) The respective obligations and responsibilities of the Depositor and the Grantor
Trustee created hereby, other than the obligation of the Grantor Trustee to make payments to
Certificateholders as hereinafter set forth, shall terminate upon the termination of the Underlying
Pooling and Servicing Agreement or upon the making of the final payment or other liquidation of each of
the Underlying Certificates, or any advance with respect thereto.
(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 Grantor Trustee shall give notice of any termination of the Trust to the
Certificateholders, with a copy to the Rating Agencies, upon which the Certificateholders shall
surrender their Certificates to the Grantor Trustee for payment by the Grantor Trustee of the final
distribution and cancellation with respect thereto. Such notice shall be given by letter, mailed not
later than the 20th day of the month of such final distribution, and shall specify (i) the Distribution
Date upon which final payment of the Certificates will be made upon presentation and surrender of the
Certificates at the office of the Grantor 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 by the Grantor Trustee only upon presentation and surrender of the Certificates at
the office of the Grantor Trustee therein specified.
(d) Upon the presentation and surrender of the Certificates, the Grantor Trustee shall
distribute to the remaining Certificateholders, in accordance with their respective interests and based
solely upon information provided to it by the Underlying Trustee and calculations conducted by the
Underlying Trustee with respect thereto, all Available Funds remaining in the Grantor Trust Distribution
Account.
(e) 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, then the
Grantor 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, then the Grantor 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.
ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 9.01. INTENT OF PARTIES. THE PARTIES INTEND THAT THE TRUST FUND SHALL BE TREATED AS
A GRANTOR TRUST FOR FEDERAL INCOME TAX PURPOSES AND THAT THE PROVISIONS OF THIS AGREEMENT SHOULD BE
CONSTRUED IN FURTHERANCE OF THIS INTENT.
SECTION 9.02. ACTION UNDER UNDERLYING DOCUMENTS. IN THE EVENT THAT THERE ARE ANY MATTERS
ARISING UNDER THE UNDERLYING POOLING AND SERVICING AGREEMENT RELATED TO AN UNDERLYING CERTIFICATE WHICH
REQUIRE THE VOTE OR DIRECTION OF HOLDERS OF THE UNDERLYING CERTIFICATES THEREUNDER, THE GRANTOR TRUSTEE,
AS HOLDER OF THE UNDERLYING CERTIFICATES WILL VOTE SUCH UNDERLYING CERTIFICATE IN ACCORDANCE WITH THE
WRITTEN INSTRUCTIONS RECEIVED FROM HOLDERS OF THE RELATED CERTIFICATES EVIDENCING AT LEAST 51% OF THE
FRACTIONAL UNDIVIDED INTEREST OF THE RELATED CLASS OF CERTIFICATES. IN THE ABSENCE OF ANY SUCH
INSTRUCTIONS, THE GRANTOR TRUSTEE WILL NOT VOTE SUCH UNDERLYING CERTIFICATES.
Upon written request, the Grantor Trustee will forward to the Certificateholders copies of any
communications received regarding matters arising that require action by holders of the Underlying
Certificates.
SECTION 9.03. AMENDMENT.
(a) This Agreement may be amended from time to time by the Depositor and the Grantor
Trustee without the consent of the Swap Counterparty (other than with respect to any amendment hereto
that materially and adversely affects the rights of the Swap Counterparty hereunder, which amendment
shall require the consent of the Swap Counterparty) and without notice to or the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein that
may be defective or inconsistent with any other provisions herein, (iii) to conform the terms hereof to
the disclosure in the Prospectus or the Prospectus Supplement (as each such term is defined in the
Underlying Pooling and Servicing Agreement), (iv) to comply with any changes in the Code or (v) to make
any other provisions with respect to matters or questions arising under this Agreement which shall not
be inconsistent with the provisions of this Agreement; provided, however, that, with regard to clauses
(iv) and (v) of this Section 9.03(a), such action shall not, as evidenced by an Opinion of Independent
Counsel, adversely affect in any material respect the interests of any Certificateholder.
(b) This Agreement may also be amended from time to time by the Depositor and Grantor
Trustee with the consent of the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than 51% of the Trust Fund, 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) result in
the imposition of a tax on the Trust Fund or cause the Trust Fund to fail to be classified as a grantor
trust under subpart E, part I of subchapter J of chapter 1 of the Code, as evidenced by an Opinion of
Counsel which shall be provided to the Grantor Trustee other than at the Grantor Trustee's expense.
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 9.03(b), Certificates registered in the name of or held for the
benefit of the Depositor, the Grantor Trustee or any Affiliate thereof or nominee 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 Grantor Trustee shall furnish
a copy of such amendment or written notification of the substance of such amendment to the Swap
Counterparty and each Certificateholder, with a copy to the Rating Agencies.
(d) In the case of an amendment under Section 9.03(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 Grantor Trustee may prescribe.
(e) Prior to the execution of any amendment to this Agreement, the parties hereto shall be
entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement. The parties hereto may, but shall not be obligated to, enter
into any such amendment which affects such parties' respective rights, duties or immunities under this
Agreement.
SECTION 9.04. 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 AND 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 9.05. 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 or any successor to any such parties unless (i) such Certificateholder
previously shall have given to the Grantor 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 Grantor Trustee to institute
such action, suit or proceeding in its own name as Grantor Trustee hereunder and shall have offered to
the Grantor Trustee such reasonable indemnity as it may require against the costs and expenses and
liabilities to be incurred therein or thereby, and (iii) the Grantor 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 9.05, each and
every Certificateholder and the Grantor Trustee shall be entitled to such relief as can be given either
at law or in equity.
SECTION 9.06. 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 Grantor Trustee and/or, where
it is expressly required by this Agreement, to the Depositor and/or the Grantor Trustee. 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 Grantor Trustee and the Depositor if made in
the manner provided in this Section 9.06.
(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 Grantor 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 4.02 made on a
Certificate presented in accordance with Section 4.04) shall be proved by the Certificate Register, and
neither the Grantor Trustee, the Depositor 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 Grantor Trustee, the
Depositor 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 Grantor Trustee, the Depositor or any
Affiliate thereof shall be disregarded, except as otherwise provided in Section 9.03(b) and except that,
in determining whether the Grantor Trustee and the Depositor and any Affiliate thereof shall be
protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver,
only Certificates which such party knows to be so owned shall be so disregarded. Certificates which have
been pledged in good faith to the Grantor Trustee, the Depositor or any Affiliate thereof may be
regarded as outstanding if the pledgor establishes to the satisfaction of the Grantor Trustee the
pledgor's right to act with respect to such Certificates and that the pledgor is not an Affiliate of the
Grantor Trustee or the Depositor, as the case may be.
SECTION 9.07. 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 9.08. 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 GRANTOR TRUSTEE, AT ITS CORPORATE TRUST OFFICE, OR SUCH OTHER
ADDRESS AS MAY HEREAFTER BE FURNISHED TO THE OTHER PARTIES HERETO IN WRITING OR (III) IN THE CASE OF THE
RATING AGENCIES, XXXXX'X INVESTORS SERVICE, INC., 00 XXXXXX XXXXXX, 0XX XXXXX, XXX XXXX, XXX XXXX 00000,
AND STANDARD & POOR'S RATING SERVICES, A DIVISION OF THE XXXXXX-XXXX COMPANIES, INC., 00 XXXXX XXXXXX,
00XX XXXXX, XXX XXXX, XXX XXXX, 00000, ATTENTION: RESIDENTIAL MORTGAGE SURVEILLANCE. ANY NOTICE
DELIVERED TO THE DEPOSITOR OR THE GRANTOR 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 9.09. 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 9.10. 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 9.11. 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 9.12. 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 9.13. 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
GRANTOR TRUSTEE SHALL PROMPTLY PROVIDE NOTICE TO EACH RATING AGENCY WITH RESPECT TO EACH OF THE
FOLLOWING OF WHICH IT HAS ACTUAL KNOWLEDGE:
(1) Any material change or amendment to this Agreement;
(2) The resignation or termination of the Grantor Trustee under this
Agreement;
(3) The final payment to Certificateholders; and
(4) Any change in the location of the Grantor Trust Distribution Account.
SECTION 9.14. ENFORCEMENT OF RIGHTS. THE GRANTOR TRUSTEE SHALL TAKE SUCH ACTION AS MAY BE
NECESSARY TO ENFORCE THE RIGHTS OF THE TRUST PURSUANT TO THE SWAP AGREEMENTS AND, TO THE EXTENT ANY SWAP
AGREEMENT IS TERMINATED PRIOR TO THE TERMINATION DATE SET FORTH THEREIN, SHALL ENTER INTO ANY
REPLACEMENT SWAP AGREEMENT AS DIRECTED BY THE DEPOSITOR.
[Signatures Follow]
IN WITNESS WHEREOF, the Depositor and the Grantor Trustee have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and year first above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC, as
Depositor
By: /s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Title: Senior Managing Director
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Grantor
Trustee
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of April, 2007, before me, a notary public in and for said State, personally
appeared Xxxxx Xxxxxxxxxxx, known to me to be a Senior Managing Director 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/ Xxxxxx Xxxxxxxxxx
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXX )
On the 30th day of April, 2007, before me, a notary public in and for said State, personally
appeared Xxxxxx X. Xxxxxx, known to me to be a Vice President of Xxxxx Fargo Bank, National Association,
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/ Xxxxxx X. Xxxxxxx
Notary Public
[Notarial Seal]
EXHIBIT A
Form of Class [I-A-3] [II-A-2B] Certificate
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS
MADE WITH RESPECT HERETO AND UNDERLYING REALIZED LOSSES ALLOCABLE TO THE UNDERLYING CERTIFICATES.
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 GRANTOR TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE GRANTOR 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.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, UNLESS THE PURCHASE OF THE CLASS I-A-3 CERTIFICATES ON BEHALF OF SUCH PERSON WILL NOT RESULT
IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE, IS
PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY OBLIGATIONS ON THE PART OF THE DEPOSITOR,
THE SERVICER, THE UNDERLYING TRUSTEE OR THE GRANTOR TRUSTEE IN ADDITION TO THOSE OBLIGATIONS SET FORTH
IN THE UNDERLYING POOLING AND SERVICING AGREEMENT.
ANY PERSON ACQUIRING AN INTEREST IN A CERTIFICATE, BY ACQUISITION OF SUCH CERTIFICATE, SHALL BE
DEEMED TO HAVE REPRESENTED TO THE GRANTOR TRUSTEE THAT EITHER: (I) IT IS NOT ACQUIRING AN INTEREST IN
SUCH CERTIFICATE DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF ERISA AND/OR SECTION 4975 OF THE CODE, OR (II) THE
TRANSFER AND/OR HOLDING OF AN INTEREST IN SUCH CERTIFICATE TO THAT PERSON AND THE SUBSEQUENT SERVICING,
MANAGEMENT AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED
TRANSACTION WHICH IS NOT COVERED UNDER A STATUTORY OR AN ADMINISTRATIVE INDIVIDUAL OR CLASS PROHIBITED
TRANSACTION EXEMPTION ("PTE"), INCLUDING, BUT NOT LIMITED TO, SECTION 408(B)(17) OF ERISA, XXX 00-00,
XXX 00-00, XXX 00-0, XXX 95-60 OR PTE 96-23 AND (II) WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER, THE
UNDERLYING TRUSTEE OR THE GRANTOR TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
UNDERLYING POOLING AND SERVICING AGREEMENT. THE GRANTOR TRUSTEE WILL NOT BE REQUIRED TO MONITOR,
DETERMINE OR INQUIRE AS TO COMPLIANCE WITH THE FOREGOING TRANSFER RESTRICTIONS AND NONE OF SUCH PERSONS
SHALL HAVE ANY LIABILITY FOR THE TRANSFER OF ANY BOOK-ENTRY CERTIFICATES MADE IN VIOLATION OF THE
TRANSFER RESTRICTIONS SET FORTH IN THE GRANTOR TRUST AGREEMENT.
Certificate No. [__] Variable Pass-Through Rate
Grantor Trust Class [I-A-3][II-A-2B]
Date of Grantor Trust Agreement: Aggregate Initial Current Principal
April 30, 2007 Amount of this Certificate as of the
Cut-off Date: $[____________]
Cut-off Date: April 1, 2007
First Distribution Date: Initial Current Principal Amount of this
May 25, 2007 Certificate as of the Cut-off Date:
$[____________]
Assumed Final Distribution Date: CUSIP: [____________]
[April][June] 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING GRANTOR TRUST
2007-AR4
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-AR4
evidencing a fractional undivided interest in the distributions allocable to the Grantor Trust
Class [I-A-3] [II-A-2B] Certificates with respect to a Trust Fund consisting primarily of the
Underlying Certificates sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Structured Asset Mortgage Investments II Inc. (the "Depositor") or the
Grantor Trustee referred to below or any of their affiliates or any other person. Neither this
Certificate nor the Underlying Certificates are guaranteed or insured by any governmental entity or by
the Depositor, the Grantor Trustee or any of their respective affiliates or any other person. None of
the Depositor, the Servicer or the Grantor Trustee nor any of their respective 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") consisting primarily of the Class [I-A-3][II-A-2B]
Certificates (the "Underlying Certificates") sold by the Depositor. The Trust Fund was created pursuant
to the Grantor Trust Agreement, dated as of April 30 2007 (the "Agreement"), among the Depositor, as
depositor, Xxxxx Fargo Bank, National Association, as grantor trustee (the "Grantor 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 (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 Grantor 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 immediately preceding such Distribution Date, an amount equal to the product of the
Fractional Undivided Interest evidenced by this Certificate and the amount (of interest and principal,
if any) required to be distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date in the month immediately
following the month of the latest scheduled maturity date of any Mortgage Loan and is not likely to be
the date on which the Current Principal Amount of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Grantor 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 Grantor Trustee in writing, as specified in the
Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due
notice by the Grantor Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Grantor Trustee for that purpose
and designated in such notice. The Initial Current Principal Amount of this Certificate is set forth
above. The Current Principal Amount hereof will be reduced to the extent of distributions allocable to
principal hereon and any Underlying Realized Losses on the Mortgage Loans allocable to the Underlying
Certificates (and, correspondingly, to the Certificates). This Certificate is one of a duly authorized
issue of Certificates designated as set forth on the face hereof (the "Certificates"), issued in one
Class. 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 Grantor 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 Grantor Trustee with respect thereto.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the
modification of the rights and obligations of the Depositor and the rights of the Certificateholders
under the Agreement from time to time by the Depositor and the Grantor Trustee with the consent of the
Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the
Trust Fund. 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 or the consent of the Swap Counterparty, or without the consent
of the Holders of any of the Certificates but with the consent of the Swap Counterparty.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer
of this Certificate is registerable with the Grantor Trustee upon surrender of this Certificate for
registration of transfer at the offices or agencies maintained by the Grantor Trustee for such purposes,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the
Grantor 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 Class 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 Grantor Trustee may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. The Depositor, the Grantor Trustee and any agent of any of them
may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of Depositor, the Grantor 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 termination of the Underlying Pooling and Servicing Agreement or upon the
making of the final payment or other liquidation with respect to the Underlying 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 counter-signed by an authorized signatory of the Grantor
Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement,
or be valid for any purpose.
[Signatures Follow]
IN WITNESS WHEREOF, the Grantor Trustee has caused this Certificate to be duly executed.
Dated: April 30, 2007
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as Grantor Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [I-A-3] [II-A-2B] Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Grantor 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 Grantor Trustee to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
Dated: _________________________________________
Signature by or on behalf of assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
__________________________________ for the account of _____________________________ account number
__________, or, if mailed by check, to _________________________________________. Applicable statements
should be mailed to _________________________________________________________. This information is
provided by _______________________________________, the assignee named above, or
____________________________, as its agent.
EXHIBIT B-1
COPY OF UNDERLYING CLASS I-A-3 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 XXXXX FARGO, N.A. AS GRANTOR TRUSTEE OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
XXXXX FARGO, N.A. AS GRANTOR TRUSTEE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, XXXXX FARGO, N.A. AS GRANTOR TRUSTEE,
HAS AN INTEREST HEREIN.
Certificate No. 1 Variable Pass-Through Rate
Underlying Class I-A-3
Senior Support
Date of Pooling and Servicing Agreement and Aggregate Initial Current Principal Amount
Cut-off Date: of this Certificate as of the Cut-off Date:
April 1, 2007 $45,936,000
Initial Current Principal Amount of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2007 $45,936,000
Servicer: CUSIP: 07401V AZ8
EMC Mortgage Corporation
Assumed Final Distribution Date:
April 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR4
evidencing a fractional undivided interest in the distributions allocable to the
Underlying Class I-A-3 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 Xxxxx Fargo, N.A. as Grantor Trustee 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 month preceding the month in which such Distribution
Date occurs, 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: April 30, 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 Underlying Class I-A-3 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-2
COPY OF UNDERLYING CLASS II-A-2B 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 XXXXX FARGO, N.A. AS GRANTOR TRUSTEE OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
XXXXX FARGO, N.A. AS GRANTOR TRUSTEE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, XXXXX FARGO, N.A. AS GRANTOR TRUSTEE,
HAS AN INTEREST HEREIN.
Certificate No. 1 Variable Pass-Through Rate
Underlying Class II-A-2B
Senior Support
Date of Pooling and Servicing Agreement and Aggregate Initial Current Principal Amount
Cut-off Date: of this Certificate as of the Cut-off Date:
April 1, 2007 $100,000,000
Initial Current Principal Amount of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2007 $100,000,000
Servicer: CUSIP: 07401B BF1
EMC Mortgage Corporation
Assumed Final Distribution Date:
June 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR4
evidencing a fractional undivided interest in the distributions allocable to the
Underlying Class II-A-2B 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 Xxxxx Fargo, N.A. as Grantor Trustee 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 month preceding the month in which such Distribution
Date occurs, 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: April 30, 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 Underlying Class II-A-2B 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 C
FORM OF SWAP AGREEMENT
BEAR XXXXXXX CAPITAL MARKETS INC.
000 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
TEL 000-000-0000
DATE: April 30, 2007
TO: Bear Xxxxxxx Mortgage Funding Grantor Trust 2007-AR4
COPY TO: Xxxxx Fargo Bank, National Association
ATTENTION: Client Manager, BSMF 07-AR4
TELEPHONE: 410-884-2000
FACSIMILE: 000-000-0000
FROM: Derivatives Documentation
TELEPHONE: 000-000-0000
FACSIMILE: 000-000-0000
SUBJECT: Mortgage Derivatives Confirmation
REFERENCE NUMBER(S): [________________]
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered
into on the Trade Date specified below (the "Transaction") between Bear Xxxxxxx Capital Markets Inc.
("Bear Xxxxxxx") and Bear Xxxxxxx Mortgage Funding Grantor Trust 2007-AR4 ("Counterparty"). This letter
agreement constitutes the sole and complete "Confirmation," as referred to in the "Master Agreement" (as
defined below), with respect to the Transaction.
1. This Confirmation is subject to and incorporates the 2000 ISDA Definitions (the "Definitions"),
as published by the International Swaps and Derivatives Association, Inc. ("ISDA"). The parties agree to
negotiate, execute and deliver an agreement in the form of the 1992 ISDA Master Agreement
(Multicurrency-Cross Border) (the "Form Master Agreement"), together with the schedule thereto and any
other related documents, each in form and substance as the parties shall in good faith agree
(collectively, the "Executed Master Agreement"). In addition, the parties agree that until execution and
delivery of the Executed Master Agreement, a Form Master Agreement, shall be deemed to have been executed
and delivered by the parties on the Trade Date of the first transaction that by its terms is intended to
be governed by a Master Agreement. All provisions contained in, or incorporated by reference to, the Form
Master Agreement or the Executed Master Agreement (as applicable, the "Master Agreement") shall govern the
Transaction referenced in this Confirmation, except as expressly modified below. This Confirmation,
together with all of the other documents confirming any and all Transactions entered into between us
(regardless of which branch, if any, either of us has acted through) that by their terms are intended to
be governed by a Master Agreement, shall supplement, form a part of and be subject to the Master
Agreement. In the event of any inconsistency between the provisions of this Confirmation and the
Definitions or Master Agreement, this Confirmation shall prevail for the purpose of this
Transaction. Terms capitalized but not defined herein shall have the meaning ascribed to them in the
Grantor Trust Agreement, dated as of April 30 2007 (the "Grantor Trust Agreement") among Structured
Asset Mortgage Investment II Inc., as depositor (the "Depositor"), and Xxxxx Fargo Bank, National
Association, as grantor trustee (the "Grantor Trustee").
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
Trade Date: April 26, 2007
Effective Date: April 30, 2007
Notional Amount: For any Calculation Period, the Current Principal Amount of
the Grantor Trust Certificates (defined below) as of the
close of business on the 25th day of the month in which such
Calculation Period begins (or, if remittances on such
Grantor Trust Certificates are not made on such day, as of
the close of business on the next day on which such
remittances are made).
Termination Date: The earlier to occur of (a) the Distribution Date (as defined
in the Underlying Pooling and Servicing Agreement) following
the date on which the aggregate outstanding principal balance
of the Underlying Reference Certificates is reduced to zero
and the Deferred Interest Carry-Forward Balance is zero or (b)
April 25, 2037, subject, in each case, to adjustment in
accordance with the Business Day Convention.
Grantor Trust Certificates: The Class [___] Certificates issued pursuant to the Grantor
Trust Agreement.
Underlying Reference
Certificates: The Class [___] Certificates issued pursuant to the
Underlying Pooling and Servicing Agreement.
Bear Xxxxxxx
Payment Amounts:
Bear Xxxxxxx
Payment Dates: The 25th calendar day of each month during the Term of this
Transaction, commencing May 25, 2007 and ending on the
Termination Date, subject to adjustment in accordance with
the Business Day Convention
Bear Xxxxxxx
Payment Amounts: On each Bear Xxxxxxx Payment Date, Bear Xxxxxxx shall pay to
Counterparty an amount equal to any Net Deferred Interest
allocated to the Current Principal Amount of the Underlying
Reference Certificates in accordance with the definition of
Net Deferred Interest in the Underlying and Servicing
Agreement for the Distribution Date (as defined in the
Underlying Pooling and Servicing Agreement) occurring on
such Bear Xxxxxxx Payment Date.
Counterparty Payments:
Counterparty
Payment Dates: Each Bear Xxxxxxx Payment Date.
Counterparty
Payment Amounts #1: On the initial Counterparty Payment Date, zero and for
each Counterparty Payment Date thereafter, Counterparty
shall pay to Bear Xxxxxxx an amount equal to the lesser
of:
(a) the Deferred Interest Carry-Forward Balance for
the previous Counterparty Payment Date, and
(b) the amount distributed on the Distribution Date
(as defined in the Underlying Pooling and
Servicing Agreement) occurring on such
Counterparty Payment Date to the Underlying
Reference Certificates in respect of (i)
principal reducing the Current Principal Amount
of the Underlying Reference Certificates and
(ii) Unpaid Realized Loss Amounts.
Deferred Interest
Carry-Forward Balance: For each Counterparty Payment Date, an amount equal to
the sum of:
(a) the Deferred Interest Carry-Forward Balance as of
the preceding Counterparty Payment Date (which for the
initial Counterparty Payment Date shall be deemed to be
zero), plus (b) any Bear Xxxxxxx Payment Amounts paid by
Bear Xxxxxxx to Counterparty on such Counterparty
Payment Date less (c) any Counterparty Payment Amounts
#1 paid to Bear Xxxxxxx by the Counterparty on such
Counterparty Payment Date.
Counterparty
Payment Amounts #2: On each Counterparty Payment Date, Counterparty shall
pay to Bear Xxxxxxx an amount equal to interest on the
Deferred Interest Carry-Forward Balance as of the
preceding Payment Date accrued from and including, the
Period End Date preceding such Payment Date to, but
excluding, the Period End Date for such Counterparty
Payment Date at a rate equal to the Pass-Through Rate
(as defined in the Underlying Pooling and Servicing
Agreement) for the Underlying Reference Certificates.
Additional Payment: On April 30, 2007, subject to adjustment in accordance
with the Business Day Convention, Counterparty shall pay
to Bear Xxxxxxx the amount of USD [___].
Business Day Convention: Following
Business Days: Any day other than (i) a Saturday or a Sunday, or (ii) a day
on which (a) the New York Stock Exchange or Federal Reserve
is closed or (b) banking institutions in New York City or in
any of the jurisdictions in which the Trustee or the
Servicer (each as defined in the Underlying Pooling and
Servicing Agreement) is located are authorized or obligated
by law or executive order to be closed.
Calculation Agent: Bear Xxxxxxx
3. Additional Provisions: (a) Each party hereto is hereby advised and acknowledges
that the other party has engaged in (or refrained from
engaging in) substantial financial transactions and has
taken (or refrained from taking) other material actions in
reliance upon the entry by the parties into the Transaction
being entered into on the terms and conditions set forth
herein and in the Confirmation relating to such Transaction,
as applicable. This paragraph shall be deemed repeated on
the trade date of each Transaction.
(b)On the second Business Day prior to each Payment Date, the
Paying Agent shall provide Bear Xxxxxxx with the amount and
supporting calculations of any Bear Xxxxxxx Payment Amounts,
Counterparty Payment Amounts #1, and Counterparty Payment
Amounts #2, if any, to be paid on such Payment Date. For the
avoidance of doubt, Bear Xxxxxxx shall not be obligated to
make any payment on a Payment Date until it has received from
the Paying Agent the information set forth in the preceding
sentence.
(c) Notwithstanding anything in Section 2(c) of the Form
Master Agreement to the contrary, if on any date an amount
would be owned by Bear Xxxxxxx to Counterparty after
application of the netting provisions of Section 2(c) of the
Form Master Agreement with respect to such date, subject to
Section 3(b) above, Bear Xxxxxxx hereby agrees to remit such
payment to Counterparty one Business Day prior to such date
4. Provisions Deemed Incorporated in a Schedule to the Form Master Agreement:
1) The parties agree that subparagraph (ii) of Section 2(c) of the Form Master Agreement will apply to
any Transaction.
2) Termination Provisions. For purposes of the Form Master Agreement:
(a) "Specified Entity" is not applicable to Bear Xxxxxxx or Counterparty for any purpose.
(b) "Specified Transaction" is not applicable to Bear Xxxxxxx or Counterparty for any purpose, and,
accordingly, Section 5(a)(v) will not apply to Bear Xxxxxxx and will not apply to Counterparty.
(c) Section 5(a)(i) of the Form Master Agreement is hereby amended by deleting the word "third"
therein and replacing it with the word "second."
(d) "Breach of Agreement" provision of Section 5(a)(ii) will not apply to Bear Xxxxxxx and will not
apply to Counterparty.
(e) "Credit Support Default" provisions of Section 5(a)(iii) will apply to Bear Xxxxxxx and will not
apply to Counterparty.
(f) "Misrepresentation" provisions of Section 5(a)(iv) will not apply to Bear Xxxxxxx and will not
apply to Counterparty.
(g) The "Merger Without Assumption" provision of Section 5(a)(viii) will apply to Bear Xxxxxxx and
will not apply to Counterparty.
(h) The "Cross Default" provision of Section 5(a)(vi) will not apply to Bear Xxxxxxx and will not apply to
Counterparty.
(i) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to Bear Xxxxxxx and
will not apply to Counterparty.
(j) The "Bankruptcy" provision of Section 5(a)(vii)(2) will apply to Bear Xxxxxxx and will not apply
to Counterparty.
(k) The "Automatic Early Termination" provision of Section 6(a) will not apply to Bear Xxxxxxx or to
Counterparty.
(l) Payments on Early Termination. For the purpose of Section 6(e) of the Form Master Agreement:
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(m) "Termination Currency" means United States Dollars.
(n) Additional Termination Events.
(i) The following shall constitute an Additional Termination Event, upon which Counterparty
will have the right to designate an Additional Termination Event, Bear Xxxxxxx will be the sole
Affected Party and all Transactions hereunder will be Affected Transactions. For avoidance of
doubt, the above remedy shall be the sole remedy available to Counterparty upon the occurrence of
such Additional Termination Event.
(a) After failing to satisfy the First Trigger Required Ratings, the failure by Bear Xxxxxxx
to comply with Section 18(a) below; and
(b) After failing to satisfy the Second Trigger Required Ratings, the failure by Bear Xxxxxxx
to, within 30 days from such failure, at its own expense, (i) transfer its rights and
obligations under the Form Master Agreement to a replacement party that has (or whose
guarantor has) the First Trigger Required Ratings, (ii) obtain a guarantor having the
First Trigger Required Ratings for Bear Xxxxxxx' obligations under the Form Master
Agreement with a form of guaranty satisfying the Rating Agency Condition; provided that
if such form of guaranty is identical to the Guaranty (other than the name of the
guarantor, the effective date and the date of such guaranty), satisfaction of the Rating
Agency Condition shall not be required and Bear Xxxxxxx shall provide a copy of such
guaranty to each Rating Agency then rating the Grantor Trust Certificates or (iii) take
such other steps that satisfies the Rating Agency Condition.
(ii) The failure by Counterparty to comply with Section 16 below shall constitute an
Additional Termination Event hereunder, upon which Counterparty shall be the sole Affected Party
and all Transactions hereunder shall be Affected Transactions.
3) Tax Representations. Bear Xxxxxxx represents that it is a corporation duly organized and validly
existing under the laws of the State of Delaware, and Counterparty represents that it is a statutory trust
duly organized and validly existing under the laws of the State of Delaware.
4) Reserved
5) Documents to be Delivered. For the purpose of Section 4(a):
(1) Tax forms, documents, or certificates to be delivered are:
Party required to deliver Form/Document/ Date by which to
document Certificate be delivered
Bear Xxxxxxx and Any document required or Promptly after the earlier of (i)
the Counterparty reasonably requested to reasonable demand by either party or
allow the other party to (ii) learning that such form or
make payments under the document is required
Form Master Agreement
without any deduction or
withholding for or on
the account of any Tax
or with such deduction
or withholding at a
reduced rate
(2) Other documents to be delivered are:
Party required to Form/Document/ Date by which to Covered by Section 3(d)
deliver document Certificate be delivered Representation
Bear Xxxxxxx and Any documents required Upon the execution Yes
the Counterparty by the receiving party and delivery of the
to evidence the Form Master
authority of the Agreement and such
delivering party or Confirmation
its Credit Support
Provider, if any, for
it to execute and
deliver the Form
Master Agreement, any
Confirmation , and any
Credit Support
Documents to which it
is a party, and to
evidence the authority
of the delivering
party or its Credit
Support Provider to
perform its
obligations under the
Form Master Agreement,
such Confirmation
and/or Credit Support
Document, as the case
may be
Bear Xxxxxxx and A certificate of an Upon the execution Yes
the Counterparty authorized officer of and delivery of the
the party, as to the Form Master
incumbency and Agreement and such
authority of the Confirmation
respective officers of
the party signing the
Form Master Agreement,
any relevant Credit
Support Document, or
any Confirmation, as
the case may be
Bear Xxxxxxx A copy of its most Promptly after the
recent audited request of by other
consolidated financial Party
statements
6) Miscellaneous.
(a) Address for Notices: For the purposes of Section 12(a) of the Form Master Agreement:
Contact details for notices or communications to Bear Xxxxxxx:
Tel: 000-000-0000
Fax: 000-000-0000
Attention: Credit Derivatives Department
(For all purposes)
Contact details for notices or communications to the Counterparty:
Xxxxx Fargo Bank, NA
0000 Xxx Xxxxxxxxx Xx.
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager, BSMF 2007-AR4
Facsimile: 000-000-0000
Phone: 000-000-0000
(For all purposes)
(b) Process Agent. For the purpose of Section 13(c):
Bear Xxxxxxx appoints as its
Process Agent: Not Applicable
The Counterparty appoints as its
Process Agent: Not Applicable
(c) Offices. The provisions of Section 10(a) will not apply to the Form Master Agreement; neither
Bear Xxxxxxx nor the Counterparty have any Offices other than as set forth in the Notices Section
and Bear Xxxxxxx agrees that, for purposes of Section 6(b) of the Form Master Agreement, it shall
not in future have any Office other than one in the United States.
(d) Multibranch Party. For the purpose of Section 10(c) of the Form Master Agreement:
Bear Xxxxxxx is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is Bear Xxxxxxx.
(f) Credit Support Document.
Bear Xxxxxxx: Guaranty (the "Guaranty") of The Bear Xxxxxxx Companies Inc.
The Counterparty: Not Applicable
(g) Credit Support Provider.
Bear Xxxxxxx: The Bear Xxxxxxx Companies Inc.
The Counterparty: Not Applicable
(h) Governing Law. The parties to the Form Master Agreement hereby agree that the law of the State
of New York shall govern their rights and duties in whole without regard to conflict of law provisions
thereof other than New York General Obligations Law Sections 5-1401 and 5-1402
(i) Severability. If any term, provision, covenant, or condition of the Form Master Agreement, or
the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in
whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall
continue in full force and effect as if the Form Master Agreement had been executed with the invalid or
unenforceable portion eliminated, so long as the Form Master Agreement as so modified continues to
express, without material change, the original intentions of the parties as to the subject matter of the
Form Master Agreement and the deletion of such portion of the Form Master Agreement will not substantially
impair the respective benefits or expectations of the parties.
The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable
term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition,
the economic effect of which comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
(j) Consent to Recording. Each party hereto consents to the monitoring or recording, at any
time and from time to time, by the other party of any and all communications between officers or employees
of the parties, waives any further notice of such monitoring or recording, and agrees to notify its
officers and employees of such monitoring or recording.
(k) Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect
of any Proceedings relating to the Form Master Agreement or any Credit Support Document.
7) Affiliate. Notwithstanding the definition of Affiliate in Section 14 of the Form Master
Agreement, for purposes hereof each party will be deemed not to have any Affiliates.
8) Relationship Between Parties. Section 3 of the Form Master Agreement is hereby amended by
adding at the end thereof the following subsection (g):
"(g) Relationship Between Parties.
Each party represents to the other party on each date when it enters
into a Transaction that:
(1) Nonreliance. It is not relying on any statement or representation of the other party
regarding the Transaction (whether written or oral), other than the representations expressly made in the
Form Master Agreement or the Confirmation in respect of that Transaction.
(2) Evaluation and Understanding.
(i) It has the capacity to evaluate (internally or through independent
professional advice) the Transaction and has made its own decision to enter into the Transaction; and
(ii) It understands the terms, conditions and risks of the Transaction and is
willing and able to accept those terms and conditions and to assume those risks, financially and
otherwise.
(3) Purpose. It is entering into the Transaction for the purposes of managing its
borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of
business.
(4) Principal. The other party is not acting as a fiduciary for or an adviser to it in
respect of the Transaction."
9) Proceedings. Bear Xxxxxxx shall not institute against or cause any other person to
institute against, or join any other person in instituting against Counterparty any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal
or state bankruptcy or similar law for a period of one year and one day (or, if longer, the applicable
preference period) following payment in full of the Grantor Trust Certificates and the Underlying
Reference Certificates.
10) Set-off. Notwithstanding any provision of the Form Master Agreement or any other existing or future
agreement, each party irrevocably waives any and all rights it may have to set off, net, recoup or
otherwise withhold or suspend or condition payment or performance of any obligation between it and the
other party hereunder against any obligation between it and the other party under any other
agreements. The provisions for Set-off set forth in Section 6(e) of the Form Master Agreement shall not
apply for purposes of this Transaction.
11) Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other
modification of this Transaction shall be permitted by either party unless each Rating Agency has been
provided prior notice of the same and confirms in writing (including by facsimile transmission) that it
will not downgrade, qualify, withdraw or otherwise modify its then-current rating of the Grantor Trust
Certificates as a result of such transfer, amendment, waiver, supplement, assignment or other
modification; provided that upon notice to the Rating Agencies, Bear Xxxxxxx may transfer the
Transaction(s) pursuant to the Form Master Agreement and all of its interests in such Transaction(s) and
all of its Obligations in or under the Form Master Agreement to its Credit Support Provider or any
affiliates thereof, and if such transfer is to an entity other than its Credit Support Provider, Bear
Xxxxxxx will furnish to Counterparty a Guaranty of such Credit Support Provider which guarantees all of
such transferee's Obligations in the form of the Guaranty of the Credit Support Provider of Bear Xxxxxxx
delivered in connection with the Form Master Agreement (other than the name of the guaranteed party, the
effective date and the date of such guaranty). Upon such transfer, Bear Xxxxxxx will be fully released
from any and all Obligations and liabilities related to the interests assigned.
12) Limited Recourse; Non-petition. The liability of the Counterparty in relation to the Form Master
Agreement and any Confirmation hereunder is limited in recourse to assets in the Trust Fund (as defined in
the Grantor Trust Agreement) and payments of interest proceeds and principal proceeds thereon applied in
accordance with the terms of the Grantor Trust Agreement. Upon application of all of the assets in the
Trust Fund (and proceeds thereon) in accordance with the Grantor Trust Agreement, Bear Xxxxxxx shall not
be entitled to take any further steps against the Counterparty to recover any sums due but still unpaid
hereunder or thereunder, all claims in respect of which shall be extinguished.
13) Non-Reliance. Each party represents to the other party that (a) it has not received and is not relying
upon any legal, tax, regulatory, accounting or other advice (whether written or oral) of the other party
regarding this Transaction, other than representations expressly made by that other party in this
Confirmation and in the Form Master Agreement and (b) in respect of this Transaction, (i) it has the
capacity to evaluate (internally or through independent professional advice) this Transaction and has made
its own decision to enter into this Transaction and (ii) it understands the terms, conditions and risks of
this Transaction and is willing to assume (financially and otherwise) those risks. Counterparty
acknowledges that Bear Xxxxxxx has advised Counterparty to consult its own tax, accounting and legal
advisors in connection with this Transaction evidenced by this Confirmation and that the Counterparty has
done so.
14) Eligible Contract Participant. Each party represents that it constitutes an "eligible contract
participant" as such term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended.
15) Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this
letter agreement is executed and delivered by the Counterparty, not individually or personally but solely
as the Grantor Trustee for the Trust, in the exercise of the powers and authority conferred and vested in
it, (b) the representation, undertakings and agreements herein made on part of the Trust are made and
intended not as personal representations, undertakings and agreements by the Counterparty but are made and
intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as
creating any liability on the Counterparty, individually or personally, to perform any convenient either
expressed or implied contained herein, all such liability, if any, being expressly waived by the parties
who are signatories to this letter agreement and by any person claiming by, through or under such parties
and (d) under no circumstances shall the Counterparty be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this letter agreement.
16) Amendments to Grantor Trust Agreement and Underlying Pooling and Servicing Agreement. Without the
prior written consent of Bear Xxxxxxx, Counterparty shall not (i) amend the Grantor Trust Agreement or
enter into any amendment or supplemental agreement to the Grantor Trust Agreement if such amendment or
supplemental agreement could reasonably be expected to have a material adverse effect on the interests of
Bear Xxxxxxx hereunder or under the Grantor Trust Agreement or (ii) consent to any amendment or
supplemental agreement to the Underlying Pooling and Servicing Agreement if such amendment or supplemental
agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx
hereunder or on the interests of a holder of the Underlying Reference Certificates under the Underlying
Pooling and Servicing Agreement. Counterparty will furnish to Bear Xxxxxxx a copy of each proposed and
each executed amendment or supplemental agreement and copies of any related Rating Agency confirmation
therewith, if any.
17) Permitted Security Interest. For purposes of Section 7 of the Form Master Agreement, Bear Xxxxxxx
hereby consents to the Permitted Security Interest.
"Permitted Security Interest" means the collateral assignment by Counterparty of the Swap
Collateral to the Indenture Trustee pursuant to the Indenture, and the granting to the
Indenture Trustee of a security interest in the Swap Collateral pursuant to the Indenture.
"Swap Collateral" means all right, title and interest of Counterparty in the Form Master
Agreement, each Transaction hereunder, and all present and future amounts payable by Bear
Xxxxxxx to Counterparty under or in connection with the Form Master Agreement or any
Transaction governed by the Form Master Agreement, whether or not evidenced by a Confirmation,
including, without limitation, any transfer or termination of any such Transaction.
(18) (a) If Bear Xxxxxxx (or its guarantor) fails to have the First Trigger Required Ratings,
Bear Xxxxxxx shall (within 30 days from such failure), at its own expense, (i) transfer its
rights and obligations under the Form Master Agreement to a replacement party that has (or
whose guarantor has) the First Trigger Required Ratings, (ii) post collateral to Counterparty
to secure Bear Xxxxxxx' obligations under the Form Master Agreement in such amount that the
Rating Agencies confirm in writing will be sufficient to maintain the rating on the Grantor
Trust Certificates, (iii) obtain a guarantor having the First Trigger Required Ratings for Bear
Xxxxxxx' obligations under the Form Master Agreement with a form of guaranty satisfying the
Rating Agency Condition; provided that if such form of guaranty is identical to the Guaranty
(other than the name of the guarantor, the effective date and the date of such guaranty),
satisfaction of the Rating Agency Condition shall not be required and Bear Xxxxxxx shall
provide a copy of such guaranty to each Rating Agency then rating the Grantor Trust
Certificates or (iv) take such other steps that satisfies the Rating Agency Condition.
(b) If Bear Xxxxxxx (or its guarantor) fails to have the Second Trigger Required Ratings,
Bear Xxxxxxx shall, within 10 days from such failure, at its own expense, seek to (i) transfer
its rights and obligations under the Form Master Agreement to a replacement party that has (or
whose guarantor has) the First Trigger Required Ratings, (ii) obtain a guarantor having the
First Trigger Required Ratings for Bear Xxxxxxx' obligations under the Form Master Agreement
with a form of guaranty satisfying the Rating Agency Condition; provided that if such form of
guaranty is identical to the Guaranty (other than the name of the guarantor, the effective date
and the date of such guaranty), satisfaction of the Rating Agency Condition shall not be
required and Bear Xxxxxxx shall provide a copy of such guaranty to each Rating Agency then
rating the Grantor Trust Certificates or (iii) take such other steps that satisfies the Rating
Agency Condition.
As used herein:
"First Trigger Required Ratings" shall mean, with respect to any entity (a) either (i)
the unsecured, short-term debt obligations of such entity (or its Credit Support
Provider) are rated at least 'A-1' by S&P or (ii) if such entity does not have a
short-term rating from S&P, the unsecured, long-term senior debt obligations of such
entity (or its Credit Support Provider) are rated at least 'A+' by S&P, and (b) either
(i) the unsecured, long-term senior debt obligations of such entity (or its Credit
Support Provider) are rated at least 'A1' by Moody's (and if rated 'A1' by Moody's,
such rating is not on watch for possible downgrade) and the unsecured, short-term debt
obligations of such entity (or its Credit Support Provider) are rated at least 'P-1'
by Moody's (and if rated 'P-1' by Moody's, such rating is not on watch for possible
downgrade and remaining on watch for possible downgrade), or (ii) if such entity (or
its Credit Support Provider) does not have a short-term debt rating from Moody's, the
unsecured, long-term senior debt obligations of such entity (or its Credit Support
Provider) are rated at least 'Aa3' by Moody's (and if rated 'Aa3' by Moody's, such
rating is not on watch for possible downgrade).
"Second Trigger Required Ratings" shall mean, with respect to any entity (a) the
unsecured, long-term senior debt obligations of such entity (or its Credit Support
Provider) are rated at least 'BBB-' by S&P, and (b) either (i) the unsecured,
long-term senior debt obligations of such entity (or its Credit Support Provider) are
rated at least 'A3' by Moody's (and such rating is not on watch for possible
downgrade) and the unsecured, short-term debt obligations of such entity (or its
Credit Support Provider) are rated at least 'P-2' by Moody's (and such rating is not
on watch for possible downgrade) or (ii) if such entity (or its Credit Support
Provider) does not have a short-term rating from Moody's, the unsecured, long-term
senior debt obligations of such entity (or its Credit Support Provider) are rated at
least 'A2' by Xxxxx'x.
"Rating Agency Condition" means, with respect to any particular proposed act or
omission to act hereunder that the party acting or failing to act must consult with
any of Rating Agency then providing a rating of the Grantor Trust Certificates and
receive from each Rating Agency a prior written confirmation that the proposed action
or inaction would not cause a downgrade or withdrawal of the then-current rating of
the Grantor Trust Certificates.
5. Account Details and
Settlement information: Payments to Bear Xxxxxxx:
Citibank, N.A., New York
ABA Number: 000-0000-00, for the account of
Bear, Xxxxxxx Securities Corp.
Account Number: 0925-3186, for further credit to
Bear Xxxxxxx Capital Markets
Sub-account Number: 000-00000-00
Attention: Derivatives Operations
Payments to Counterparty:
Xxxxx Fargo Bank, National Association
San Francisco, CA
ABA# 000-000-000
A/C: 0000000000
Account Name: SAS Clearing
For Further Credit to: 53147701, BSMF 2007-AR4 Swap Account
This Confirmation may be executed in several counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets
forth the terms of the Transaction by signing in the space provided below and returning to Bear Xxxxxxx a
facsimile of the fully-executed Confirmation to 000-000-0000. For inquiries please contact
XxxxxxXxxxxxxxxxxXxxxxxxxxxxxx@xxxx.xxx. To discuss an inquiry regarding U.S. Transactions, please contact
Xxxx Xxxxxxx by telephone at 000-000-0000. For all other inquiries please contact Derivatives
Documentation by telephone at 000-0-000-0000. Originals will be provided for your execution upon your
request.
We are very pleased to have executed this Transaction with you and we look forward to completing other
transactions with you in the near future.
Very truly yours,
BEAR XXXXXXX CAPITAL MARKETS INC.
By: _________________________________
Name:
Title:
Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the
terms of the foregoing as of the Trade Date.
XXXXX FARGO BANK, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE FOR BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4
By: ________________________________
Name:
Title:
EXHIBIT D
Underlying Pooling and Servicing Agreement
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 APRIL 1, 2007
_________________________________________
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
Bear Xxxxxxx Mortgage Funding Trust 2007-AR4
Mortgage Pass-Through Certificates, Series 2007-AR4
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS................................................................................2
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................61
Section 2.01. Conveyance of Mortgage Loans to Trustee..........................................61
Section 2.02. Acceptance of Mortgage Loans by Trustee..........................................64
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement
and the Subsequent Mortgage Loan Purchase Agreement..............................67
Section 2.04. Substitution of Mortgage Loans...................................................68
Section 2.05. Issuance of Certificates.........................................................69
Section 2.06. Representations and Warranties Concerning the Depositor..........................70
Section 2.07. Representations and Warranties of the Company and Sponsor........................71
Section 2.08. Conveyance of Subsequent Mortgage Loans..........................................74
Section 2.09. Purposes and Powers of the Trust.................................................77
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................77
Section 3.01. Servicer to Act as Servicer......................................................77
Section 3.02. REMIC-Related Covenants..........................................................80
Section 3.03. Monitoring of Subservicers.......................................................80
Section 3.04. Fidelity Bond....................................................................81
Section 3.05. Power to Act; Procedures.........................................................81
Section 3.06. Due-on-Sale Clauses; Assumption Agreements.......................................82
Section 3.07. Release of Mortgage Files........................................................83
Section 3.08. Documents, Records and Funds in Possession of Servicer To Be
Held for Trustee.................................................................84
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies...........................84
Section 3.10. Presentment of Claims and Collection of Proceeds.................................86
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies...........................86
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and
Documents........................................................................86
Section 3.13. Realization Upon Defaulted Mortgage Loans........................................87
Section 3.14. Compensation for the Servicer....................................................87
Section 3.15. REO Property.....................................................................87
Section 3.16. Annual Statement as to Compliance; Annual Certification..........................89
Section 3.17. Assessments of Compliance and Attestation Reports................................90
Section 3.18. Reports Filed with Securities and Exchange Commission............................92
Section 3.19. UCC..............................................................................98
Section 3.20. Optional Purchase of Defaulted Mortgage Loans....................................99
Section 3.21. Books and Records................................................................99
Section 3.22. Intention of the Parties and Interpretation.....................................100
ARTICLE IV ACCOUNTS.................................................................................100
Section 4.01. Custodial Account...............................................................100
Section 4.02. Permitted Withdrawals and Transfers from the Custodial Account..................102
Section 4.03. Distribution Account............................................................103
Section 4.04. Permitted Withdrawals and Transfers from the Distribution Account...............103
Section 4.05. Adjustable Rate Supplemental Fund..............................................105
Section 4.06. Statements to the Trustee.......................................................106
Section 4.07. Reserved........................................................................107
Section 4.08. Reserve Fund....................................................................107
Section 4.09. Class XP Reserve Account........................................................108
Section 4.10. Pre-Funding Account and Pre-Funding Reserve Account.............................108
Section 4.11. Interest Coverage Account.......................................................111
Section 4.12. Final Maturity Reserve Account..................................................112
ARTICLE V CERTIFICATES.............................................................................113
Section 5.01. Certificates....................................................................113
Section 5.02. Registration of Transfer and Exchange of Certificates...........................121
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............................125
Section 5.04. Persons Deemed Owners...........................................................125
Section 5.05. Transfer Restrictions on Residual Certificates..................................125
Section 5.06. Restrictions on Transferability of Certificates.................................126
Section 5.07. ERISA Restrictions..............................................................127
Section 5.08. Rule 144A Information...........................................................128
ARTICLE VI PAYMENTS TO CERTIFICATEHOLDERS...........................................................128
Section 6.01. Distributions on the Certificates...............................................128
Section 6.02. Allocation of Losses and Subsequent Recoveries..................................137
Section 6.03. Payments........................................................................138
Section 6.04. Statements to Certificateholders................................................138
Section 6.05. Monthly Advances................................................................141
Section 6.06. Compensating Interest Payments..................................................142
Section 6.07. Distributions on REMIC Regular Interests........................................142
ARTICLE VII THE SERVICER.............................................................................143
Section 7.01. Liabilities of the Servicer.....................................................143
Section 7.02. Merger or Consolidation of the Servicer.........................................143
Section 7.03. Indemnification of the Trustee..................................................143
Section 7.04. Limitations on Liability of the Servicer and Others.............................144
Section 7.05. Servicer Not to Resign..........................................................145
Section 7.06. Successor Servicer..............................................................145
Section 7.07. Sale and Assignment of Servicing................................................145
ARTICLE VIII DEFAULT..................................................................................146
Section 8.01. Events of Default...............................................................146
Section 8.02. Trustee to Act; Appointment of Successor........................................148
Section 8.03. Notification to Certificateholders..............................................149
Section 8.04. Waiver of Defaults..............................................................149
Section 8.05. List of Certificateholders......................................................149
ARTICLE IX CONCERNING THE TRUSTEE...................................................................149
Section 9.01. Duties of Trustee...............................................................150
Section 9.02. Certain Matters Affecting the Trustee...........................................151
Section 9.03. Trustee Not Liable for Certificates or Mortgage Loans...........................153
Section 9.04. Trustee May Own Certificates....................................................153
Section 9.05. Trustee's Fees and Expenses.....................................................154
Section 9.06. Eligibility Requirements for Trustee............................................154
Section 9.07. Insurance.......................................................................154
Section 9.08. Resignation and Removal of the Trustee..........................................154
Section 9.09. Successor Trustee...............................................................155
Section 9.10. Merger or Consolidation of Trustee..............................................156
Section 9.11. Appointment of Co-Trustee or Separate Trustee...................................156
Section 9.12. Federal Information Returns and Reports to Certificateholders;
REMIC Administration; Grantor Trust Administration..............................157
ARTICLE X TERMINATION..............................................................................161
Xxxxxxx 00.00. Xxxxxxxxxxx Xxxx Xxxxxxxxxx by the Depositor or its Designee or
Liquidation of the Mortgage Loans...............................................161
Section 10.02. Additional Termination Requirements.............................................164
ARTICLE XI MISCELLANEOUS PROVISIONS.................................................................164
Section 11.01. Intent of Parties...............................................................164
Section 11.02. Amendment.......................................................................164
Section 11.03. Recordation of Agreement........................................................166
Section 11.04. Limitation on Rights of Certificateholders......................................166
Section 11.05. Acts of Certificateholders......................................................167
Section 11.06. Governing Law...................................................................168
Section 11.07. Notices.........................................................................168
Section 11.08. Severability of Provisions......................................................169
Section 11.09. Successors and Assigns..........................................................169
Section 11.10. Article and Section Headings....................................................169
Section 11.11. Counterparts....................................................................169
Section 11.12. Notice to Rating Agencies.......................................................169
Section 11.13. Use of Subservicers and Subcontractors..........................................169
EXHIBITS
Exhibit A-1 - Form of Class A Certificate
Exhibit A-2 - Form of Class I-A-3 Certificate
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, Class II-B-4 and
Class II-B-5 Certificates
Exhibit A-5 - Form of II-B-6 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 I-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 - Form of Subsequent Mortgage Loan Purchase Agreement
Exhibit K - Loan Level Format for Tape Input, Servicer Period Reporting
Exhibit L - Reporting Data for Defaulted Loans
Exhibit M - Subsequent Transfer Instrument
Exhibit N - Form of Corridor 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 April 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 or a Subsequent Transfer Date, in the case of Subsequent Transfer Loans, the Depositor
acquired the Mortgage Loans or the Subsequent Mortgage Loans as the case may be, 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.
Loan Group I 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 and including the Pre-Funded Amount with respect to Loan Group I, of $515,263,887.83. Loan Group II
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 and including the Pre-Funded Amount with respect to Loan Group II, of $812,842,110.55.
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-AR4 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 Interest Coverage
Account, the Pre-Funding Account, the Pre-Funding Reserve 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 Group I Certificates (other than the Class I-X 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 (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 (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 any Class of Class A Certificates or Class B
Certificates (other than the Class I-X Certificates, and with respect to the Grantor Trust Certificates, indirectly through the
related Class of Underlying 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 Underlying 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-6, 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-3 Certificates, second, pro rata to the Class II-A-2A Certificates and Underlying Class II-A-2B Certificates and
third, to the Class II-A-1 Certificates, sequentially, in that order, until the Current Principal Amount of each such Class has been
reduced to zero. Realized Losses allocated to the Underlying Certificates will be allocated to the related Class of Grantor Trust
Certificates.
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 and for each Loan Group, the aggregate Principal Funds and Interest
Funds for such Distribution Date and such Loan Group.
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: With respect to any Mortgage Loan, any Deficient Valuation or Debt Service Reduction related to such
Mortgage Loan as reported by the Servicer.
Basis Risk Shortfall: With respect to any Distribution Date and each Class of Class A Certificates and Class B Certificates
(with respect to the Grantor Trust Certificates, indirectly through the related Class of Underlying Certificates), 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, 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 (with respect to the Grantor Trust Certificates, indirectly through the related Class of Underlying
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 Corridor 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: The Certificates issued, maintained and transferred at the DTC. Initially, the Offered
Certificates (other than the Class I-X Certificates and the Grantor Trust Certificates) and the Underlying 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.
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 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, Grantor Trust Class I-A-3, Underlying 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, 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-2A, Grantor Trust Class II-A-2A, Underlying
Class II-A-2B, Grantor Trust Class II-A-2B, 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-B-6, Class II-XP and Class II-B-IO Certificates.
Class I-A Certificates: The Class I-A-1, Class I-A-2 and Underlying 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 May 2013, 27.125% and (ii) on or after the Distribution Date in May 2013, 21.700%, 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 May 2013, 21.125% and (ii) on or after the
Distribution Date in May 2013, 16.900%, 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 May 2013, 16.375% and (ii) on or after the Distribution Date in May 2013, 13.100%, 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-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 May 2013, 14.625%
and (ii) on or after the Distribution Date in May 2013, 11.700%, 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 May 2013, 11.000% and (ii) on or after the Distribution Date in May 2013, 8.800%,
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-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 May 2013, 9.375%
and (ii) on or after the Distribution Date in May 2013, 7.500%, 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-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 May 2013, 8.125% and (ii) on or after the Distribution Date in May 2013, 6.500%,
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-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 May 2013, 6.375%
and (ii) on or after the Distribution Date in May 2013, 5.100%, 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-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 May 2013, 5.125% and (ii) on or after the Distribution Date in May 2013, 4.100%,
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-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 May 2013, 3.750%
and (ii) on or after the Distribution Date in May 2013, 3.000%, 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-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 Certificates: The Class I-X-1 Certificates and the Class I-X-2 Certificates.
Class I-X-1 Notional Amount: With respect to any Distribution Date and the Class I-X-1 Certificates, the aggregate Stated
Principal Balance immediately prior to such Distribution Date of the Group I Mortgage Loans with Prepayment Charges other than the
Hard Prepayment Charge Loans and the Combination Prepayment Charge Loans.
Class I-X-2 Notional Amount: With respect to any Distribution Date and the Class I-X-2 Certificates, the aggregate Stated
Principal Balance immediately prior to such Distribution Date of the Hard Prepayment Charge Loans and the Combination 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-2A, Underlying Class II-A-2B and Class II-A-3 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 May 2013, 25.875% and (ii) on or after the Distribution Date in May 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, Class II-B-5 and Class II-B-6
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 May 2013, 16.750% and (ii) on or
after the Distribution Date in May 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 May 2013, 11.875% and (ii) on or after the Distribution Date in May 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 May 2013,
10.625% and (ii) on or after the Distribution Date in May 2013, 8.500%, 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-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 May 2013, 8.500% and (ii) on or after the Distribution Date in May 2013,
6.800%, 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 May 2013,
7.250% and (ii) on or after the Distribution Date in May 2013, 5.800%, 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-6 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), (6) the aggregate Current Principal Amount of the Class II-B-4
Certificates (after taking into account the payment of the Class II-B-5 Principal Distribution Amounts for such Distribution Date)
and (7) 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 May 2013, 2.750% and (ii) on or after the Distribution Date in May 2013,
2.200%, 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 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: April 30, 2007.
Code: The United States Internal Revenue Code of 1986, as amended.
Combination Prepayment Charge Loan: Any Group I Mortgage Loan with a 30-month or three-year prepayment charge term for
which a combination of "hard" and "soft" Prepayment Charges may be assessed, as indicated on the Mortgage Loan Schedule.
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-AR4. 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-AR4.
Corridor Contracts: With respect to the Group II Certificates (other than the Grantor Trust Class II-A-2B Certificates),
the Underlying Class II-A-2B Certificates and the Class II-B-6 Certificates, the respective interest rate corridor contracts, dated
as of the Closing Date, between the Trustee, on behalf of the Trust for the benefit of the Holders of the related Certificates, and
the Corridor Counterparty, together with any scheduling, confirmations or other agreements related thereto, a form of which is
attached hereto as Exhibit N.
Corridor Contract Payment Amount: With respect to any Distribution Date and any Corridor Contract, any amounts received
from such Corridor Contract on such Distribution Date.
Corridor Counterparty: Bear Xxxxxxx Financial Products Inc.
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 Class A Certificates and Class B 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 (1) 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 and (2) in the case of the Grantor Trust Certificates, any shortfalls described in clauses (a) and (b) herein (and
to the extent the related Swap Agreement is terminated and no replacement swap agreement has been entered into, clause (c) herein)
allocated to the related Class of Underlying Certificates.
Current Principal Amount: As of any Distribution Date, with respect to each Class of Class A Certificates and Class B
Certificates, 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 each Class of Class A Certificates and Class B 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-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4, 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: April 1, 2007.
Cut-off Date Balance: $1,052,250,732.05.
Debt Service Reduction: Any reduction of the Scheduled Payments which a Mortgagor is obligated to pay with respect to a
Mortgage Loan as a result of any proceeding under the Bankruptcy Code or any other similar state law or other proceeding.
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: The delinquency method used for calculations with respect to the Mortgage Loans will be in accordance with the
methodology used by lenders regulated by the Office of Thrift Supervision. Under this method, a mortgage loan is considered "30 days
or more Delinquent" if the borrower fails to make a scheduled payment prior to the close of business on the mortgage loan's first
succeeding due date. For example, if a securitization had a closing date occurring in August and a cut-off date of August 1, a
mortgage loan with a payment due on July 1 that remained unpaid as of the close of business on July 31 would not be described as 30
days delinquent as of the cut-off date. Such mortgage loan with a payment due on June 1 that remained unpaid as of the close of
business on July 31 would be described as 30 days delinquent as of the cut-off date. A mortgage loan would be considered "60 days or
more Delinquent" with respect to such scheduled payment if such scheduled payment were not made prior to the close of business on the
mortgage loan's second succeeding due date (or, in the preceding example, if the mortgage loan with a payment due on May 1 remained
unpaid as of the close of business on July 31). Similarly for "90 days or more Delinquent" and so on. Unless otherwise specified,
with respect to any date of determination, determinations of delinquency are made as of the last day of the prior calendar month.
Mortgage Loans with Due Dates which are not the first of the month are treated as if the Due Date was the first of the following
month.
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-AR4 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-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4 - 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.
XXXXX: As defined in Section 3.18(a)(i).
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 Moody's at the time of any deposit
therein or (B) insured by the FDIC (to the limits established by such Corporation), the uninsured deposits in which account are
otherwise secured such that, as evidenced by an Opinion of Counsel (obtained by the Person requesting that the account be held
pursuant to this clause (i)) delivered to the Trustee prior to the establishment of such account, the Certificateholders will have a
claim with respect to the funds in such account and a perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments, each of which shall mature not later than the Business Day immediately preceding the
Distribution Date next following the date of investment in such collateral or the Distribution Date if such Permitted Investment is
an obligation of the institution that maintains the Distribution Account) securing such funds that is superior to claims of any other
depositors or general creditors of the depository institution with which such account is maintained, (ii) a segregated trust account
or accounts maintained with a federal or state chartered depository institution or trust company with trust powers acting in its
fiduciary capacity or (iii) a segregated account or accounts of a depository institution acceptable to the Rating Agencies (as
evidenced in writing by the Rating Agencies that use of any such account as the Distribution Account will not have an adverse effect
on the then-current ratings assigned to the Classes of Certificates then rated by the Rating Agencies). Eligible Accounts may bear
interest.
EMC: EMC Mortgage Corporation, 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 (other than the Grantor Trust Certificates), the Underlying Class I-A-3 Certificates,
and, if applicable, the Class II-B-6 Certificates and (iii) any Interest Carry Forward Amounts on the related Senior Certificates on
such Distribution Date.
Exchange Act: The 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 4.12.
Amounts on deposit in the Final Maturity Reserve Account will not be an asset of any 2007-AR4 REMIC.
Final Maturity Reserve Account Target: For any Distribution Date beginning with the Distribution Date in May 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) $16,222,632.
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).
Grantor Trust: Bear Xxxxxxx Mortgage Funding Grantor Trust 2007-AR4.
Grantor Trust Agreement: The grantor trust agreement, dated as of the Closing Date, between the Depositor and the Grantor
Trustee.
Grantor Trust Available Funds: With respect to any Distribution Date and (a) the Underlying Class I-A-3 Certificates, the
sum of (i) any payments received by the Grantor Trustee with respect to the Underlying Class I-A-3 Certificates and (ii) any payments
received by the Grantor Trustee from and with respect to the Swap Counterparty pursuant to the related Swap Agreement, following the
payment of amounts to reimburse the Grantor Trustee for its reimbursable expenses as set forth in the Grantor Trust Agreement, or (b)
the Underlying Class II-A-2B Certificates, the sum of (i) any payments received by the Grantor Trustee with respect to the Underlying
Class II-A-2B Certificates and (ii) any payments received by the Grantor Trustee from and with respect to the Swap Counterparty
pursuant to the related Swap Agreement, following the payment of amounts to reimburse the Grantor Trustee for its reimbursable
expenses as set forth in the Grantor Trust Agreement.
Grantor Trust Certificates: The Grantor Trust Class I-A-3 Certificates and the Grantor Trust Class II-A-2B Certificates.
Grantor Trust Class I-A-3 Certificates: The Class I-A-3 Certificates issued by the Grantor Trust on the Closing Date
pursuant to the Grantor Trust Agreement.
Grantor Trust Class II-A-2B Certificates: The Class II-A-2B Certificates issued by the Grantor Trust on the Closing Date
pursuant to the Grantor Trust Agreement.
Grantor Trustee: Xxxxx Fargo Bank, National Association, its successor in interest or any successor appointed pursuant to
the Grantor Trust Agreement.
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 plus related amounts on deposit in the Pre-Funding Account,
exceeds the applicable percentages set forth below with respect to such Distribution Date:
Distribution Date Occurring in Percentage
_______________________________________________________________
May 2010 through April 2011 0.45%
May 2011 through April 2012 0.80%
May 2012 through April 2013 1.15%
May 2013 through April 2014 1.55%
May 2014 and thereafter 1.70%
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 plus related amounts on deposit
in the Pre-Funding Account, in each case, as of the last day of the previous calendar month, exceeds (i) prior to the Distribution
Date in May 2013, 25.80% of the Credit Enhancement Percentage and (ii) on or after the Distribution Date in May 2013, 32.25%.
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) plus related amounts on deposit in the Pre-Funding Account 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 1.500% 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 May 2013, 3.750% 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) plus related amounts on
deposit in the Pre-Funding Account and (2) on or after the Distribution Date in May 2013, 3.000% 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 sum of the aggregate principal balance of the Group I Mortgage
Loans as of the Cut-off Date and related amounts on deposit in the Pre-Funding Account ($2,576,319.44) 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 plus related amounts on deposit in the Pre-Funding Account
exceeds the applicable percentages set forth below with respect to such Distribution Date:
Distribution Date Occurring in Percentage
_______________________________________________________________
May 2010 through April 2011 0.40%
May 2011 through April 2012 0.70%
May 2012 through April 2013 1.05%
May 2013 through April 2014 1.40%
May 2014 and thereafter 1.55%
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 plus related amounts on deposit
in the Pre-Funding Account, in each case, as of the last day of the previous calendar month, exceeds (i) prior to the Distribution
Date in May 2013, 27.05% of the Credit Enhancement Percentage and (ii) on or after the Distribution Date in May 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-2A, Grantor Trust Class II-A-2B, Class II-A-3, Class II-B-1,
Class II-B-2, Class II-B-3, Class II-B-4 and Class II-B-5 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) plus related amounts on deposit in the Pre-Funding Account 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 1.100% 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 May 2013, 2.750% 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) plus related amounts on deposit in the
Pre-Funding Account and (2) on or after the Distribution Date in May 2013, 2.200% 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 and
related amounts on deposit in the Pre-Funding Account ($4,064,210.55) 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 Corridor 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 30-month or 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.
Initial Mortgage Loan: A Mortgage Loan transferred and assigned to the Trustee on the Closing Date pursuant to Section 2.01
and held as part of the Trust, as identified in the Mortgage Loan Schedule.
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 Class of Class A Certificates, the Grantor Trust Certificates and the Class B
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 Class of Class I-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 Class A Certificates and the
Class B 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 Coverage Account: The account or sub-account established and maintained pursuant to Section 4.11 and which shall
be an Eligible Account or a sub-account of an Eligible Account.
Interest Coverage Amounts: The amounts to be paid by the Depositor to the Paying Agent for deposit in the Interest Coverage
Account on the Closing Date pursuant to Section 4.11, which amounts are $1,200,045.00 with respect to Loan Group I and $1,424,028.00
with respect to Loan Group II.
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, (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 or its designee pursuant
to Section 10.01 and 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 (h) any amounts deposited in the
Adjustable Rate Supplemental Fund and available for distribution to the Group I Certificates (other than the Class I-X Certificates)
and the Group II Certificates, as applicable, on such Distribution Date in accordance with Section 4.05, and (i) any amount withdrawn
from the Pre-Funding Reserve Account pursuant to Section 4.10(e), minus (ii) all amounts relating to interest required to be
reimbursed pursuant to Sections 4.01, 4.03, 4.04 and 4.05 or the Grantor Trust Agreement, as applicable, and allocated to the related
Loan Group or as otherwise set forth in this Agreement or the Grantor Trust Agreement, as applicable.
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 I-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.
IRS: The United States Internal Revenue Service.
Latest Possible Maturity Date: As defined in Section 5.01(d).
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 Class A, Class B and Grantor Trust Certificates and for the first
Interest Accrual Period, April 26, 2007. With respect to each such Class 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 consisting of Group I Mortgage Loans.
Loan Group II: The group of Mortgage Loans consisting of Group II Mortgage Loans.
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 the Class I-A-1, Class I-A-2, Underlying Class I-A-3, Grantor Trust 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-2A,
Underlying Class II-A-2B, Grantor Trust Class II-A-2B, Class II-A-3, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class
II-B-5 and Class II-B-6 Certificates will be 0.200%, 0.240%,0.290%, 0.290%, 0.430%, 0.450%, 0.550%, 0.900%, 1.000%, 1.200%, 1.750%,
2.100%, 2.100%, 0.210%, 0.240%, 0.240%, 0.240%, 0.300%, 0.450%, 1.000%, 1.750%, 2.150%, 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, Underlying Class I-A-3, Grantor Trust 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-2A, Underlying Class II-A-2B, Grantor Trust Class II-A-2B,
Class II-A-3, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates will be 0.400%,
0.480%, 0.580%, 0.580%, 0.645%, 0.675%, 0.825%, 1.350%, 1.500%, 1.800%, 2.625%, 3.150%, 3.150%, 0.420%, 0.480%, 0.480%, 0.480%,
0.600%, 0.675%, 1.500%, 2.625%, 3.225%, 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 May 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 principal or 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 Sections 2.01, 2.04 and 2.08 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 Documents: The original Mortgage Loan legal documents held by the Custodian.
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 Schedule: The schedule, attached hereto as Exhibit B with respect to the Initial Mortgage Loans, and the
schedule attached as Exhibit 1 to the related Subsequent Transfer Instrument with respect to the related Subsequent Mortgage Loans,
each as amended from time to time to reflect the repurchase or substitution of Mortgage Loans or the addition of Subsequent Mortgage
Loans pursuant to this Agreement, the Mortgage Loan Purchase Agreement or the Subsequent 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 of Class
A, Class B or Grantor Trust Certificates 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, 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 I-X
Certificates) and the Underlying Class I-A-3 Certificates, is equal to the weighted average of the Net Rates of the Group I Mortgage
Loans less (i) the Coupon Strip Rate, if applicable, and (ii) the sum of (x) the Pass-Through Rate on the Class I-X-1 Certificates
multiplied by the Class I-X-1 Notional Amount and (y) the Pass-Through Rate of the Class I-X-2 Certificates multiplied by the Class
I-X-2 Notional Amount, divided by 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 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 in accordance with the terms thereof.
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 any NIM Securities in accordance with the terms thereof.
Non-Mortgage Widely Held Fixed Investment Trust: As such term is defined in Treasury Regulations section 1.671-5(b)(12) or
successor provisions.
Non-Offered Certificates: The Underlying Certificates, Class II-B-6 Certificates, Class XP Certificates, Class B-IO
Certificates and Residual 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-1 Notional Amount, the Class I-X-2 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 Reuters Screen LIBOR01 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 Offered Certificates and the Class II-B-6 Certificates, as 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: (A) 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 sum of the Cut-off Date Balance of the Group I Mortgage Loans and (B)
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 and (C) the related amounts on deposit in the Pre-Funding
Account as of the Closing Date.
Original Value: The lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged Property at the time of
origination of a Mortgage Loan, except in instances where either clauses (i) or (ii) is unavailable, the other may be used to
determine the Original Value, or if both clauses (i) and (ii) are unavailable, Original Value may be determined from other sources
reasonably acceptable to the Depositor.
Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage Loan which, prior to such Due Date, was not the subject
of a Principal Prepayment in full, did not become a Liquidated Mortgage Loan and was not purchased or replaced.
Outstanding Principal Balance: As of the time of any determination, the principal balance of a Mortgage Loan remaining to
be paid by the Mortgagor, or, in the case of an REO Property, the principal balance of the related Mortgage Loan remaining to be paid
by the Mortgagor at the time such property was acquired by the Trust Fund less any Net Liquidation Proceeds with respect thereto to
the extent applied to principal.
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, its successor in interest or any successor trustee appointed as provided herein.
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 held in the name of the
Trustee for the benefit of the Certificateholders:
(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-AR4 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).
Pre-Funded Amounts: The amounts to be paid by the Depositor to the Trustee on the Closing Date for deposit in the
Pre-Funding Account, which amounts are $126,214,449.00 with respect to Loan Group I and $149,640,817.00 with respect to Loan Group II.
Pre-Funding Account: The account or sub-account established and maintained pursuant to Section 4.10(a) and which shall be
an Eligible Account or a sub-account of an Eligible Account.
Pre-Funding Period: The period from the Closing Date until the earliest of (i) the date on which the Pre-Funded Amounts are
reduced to zero or (ii) July 15, 2007.
Pre-Funding Reserve Account: The account or sub-account established and maintained pursuant to Section 4.10(d) and which
shall be an Eligible Account or a sub-account of an Eligible Account.
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 of such
Mortgage Loan immediately prior to such prepayment (or liquidation) or in the case of a partial Principal Prepayment on the amount of
such prepayment (or liquidation proceeds) exceeds (ii) the amount of interest paid or collected in connection with such Principal
Prepayment or such Liquidation Proceeds less the sum of (a) 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 therefor 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, (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 and (i)
after July 15, 2007, any Pre-Funded Amounts not applied to purchase Subsequent Mortgage Loans prior to such 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 or the Grantor
Trust Agreement, as applicable 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 March 20, 2007, as supplemented by the prospectus supplement dated April 27, 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 Agency: Each of 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. With respect to each 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.
With respect to each Mortgage Loan which is the subject of a Servicing Modification during the calendar month immediately
preceding the related Distribution Date, the sum of (a) the total amount of interest and principal which is forgiven with respect to
the related Mortgage Loan and (b) the amount of any Monthly Advances made by the Servicer with respect to such Mortgage Loan which
are reimbursable from the Trust to the Servicer with respect to such Servicing Modification.
Record Date: For each Class of Offered Certificates (other than the Class I-X Certificates) and for any Distribution Date,
the Business Day prior to such Distribution Date. For each Class of Class I-X Certificates and Non-Offered Certificates, and for any
Distribution Date, the last Business Day of the calendar month preceding the month in which such Distribution Date occurs.
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.
Remaining Pre-Funded Amount: With respect to each Loan Group, the amount equal to the related Pre-Funded Amount minus the
amount equal to 100% of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans transferred to each such Loan Group
during the Pre-Funding Period.
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-AR4 REMIC to fail to qualify as a REMIC while any regular interest in such 2007-AR4 REMIC is
outstanding, (ii) result in a tax on prohibited transactions with respect to any 2007-AR4 REMIC or (iii) constitute a taxable
contribution to any 2007-AR4 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{γ0R1P1 - γ1R0P0}/{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 β 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 Residual, 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 Shortfall Carry-Forward 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, a Subsequent Mortgage Loan Purchase Agreement or Article
II or Section 3.20 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 Ratings Services, 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 I-A-2, Class I-A-2, Underlying Class I-A-3, Class I-X, Class II-A-1, Class II-A-2A,
Underlying Class II-A-2B and Class II-A-3 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 Modification: Any modification of a Mortgage Loan which is effected by the Servicer in accordance with the terms
of Section 3.01.
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: April 30, 2007.
Stated Principal Balance: With respect to any Mortgage Loan (including any Subsequent 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 April 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 plus any relating amounts on deposit in the Pre-Funding Account is greater than or equal to (i) prior to
the Distribution Date in May 2013, 27.125% and (ii) on or after the Distribution Date in May 2013, 21.700%; 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 April 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 plus any
relating amounts on deposit in the Pre-Funding Account is greater than or equal (i) prior to the Distribution Date in May 2013,
25.875% and (ii) on or after the Distribution Date in May 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 Cut-off Date: With respect to each Subsequent Mortgage Loan, the later of (i) the first day of the month in
which the related Subsequent Transfer Date occurs or (ii) the date of origination of such Subsequent Mortgage Loan.
Subsequent Mortgage Loan Purchase Agreement: The agreements between EMC, as seller, and the Depositor, as purchaser, and all
amendments thereof and supplements thereto, regarding the transfer of the Subsequent Mortgage Loans by EMC to the Depositor,
substantially in the form attached hereto as Exhibit J.
Subsequent Mortgage Loans: The mortgage loans acquired by the Trust during the Pre-Funding Period with amounts on deposit
in the Pre-Funding Account which mortgage loans will be held as part of the Trust Fund and included in Loan Group I or Loan Group II,
as applicable.
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.
Subsequent Transfer Date: Each date on which any Subsequent Mortgage Loans are transferred to the Trustee, on behalf of the
Trust, pursuant to any subsequent transfer instruments between the Depositor and the Trustee.
Subsequent Transfer Instrument: Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the
Trustee at the written direction of the Sponsor and substantially in the form attached hereto as Exhibit M, by which Subsequent
Mortgage Loans are transferred to the related Loan Group in the Trust Fund.
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, the
Subsequent 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.
Swap Agreement: Each of (i) the ISDA Master Agreement and related Confirmation, dated as of the Closing Date, between the
Swap Counterparty and the Grantor Trustee with respect to the Underlying Class I-A-3 Certificates and (ii) the ISDA Master Agreement
and related Confirmation, dated as of the Closing Date, between the Swap Counterparty and the Grantor Trustee with respect to the
Underlying Class II-A-2B Certificates.
Swap Counterparty: Bear Xxxxxxx Capital Markets Inc.
Swap Counterparty Payment: On each Distribution Date and with respect to each Class of Grantor Trust Certificates, the
following amounts due to the Swap Counterparty pursuant to the related Swap Agreement: (i) from interest payments on the related
Class of Underlying Certificates, accrued and unpaid interest on the related Swap Deferred Interest Amount and (ii) to the extent of
principal payments on such Underlying Certificates, the related Swap Deferred Interest Amount.
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 Compensation: As defined in Section 9.05.
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, (v) REMIC I Regular Interest I-X-1, 0.080% and (vi) REMIC I Regular Interest I-X-2, 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.
Underlying Certificates: The Underlying Class I-A-3 Certificates and the Underlying Class II-A-2B Certificates.
Underlying Class I-A-3 Certificates: The Class I-A-3 Certificates issued by the Trust on the Closing Date pursuant to this
Agreement.
Underlying Class II-A-2B Certificates: The Class II-A-2B Certificates issued by the Trust on the Closing Date pursuant to
this Agreement.
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.
Widely Held Fixed Investment Trust: As such term is defined in Treasury Regulations section 1.671-5(b)(22) or successor
provisions.
Widely Held Fixed Investment Trust Regulations: Treasury Regulations section 1.671-5, as amended.
Widely Held Mortgage Trust: As such term is defined in Treasury Regulations section 1.671-5(b)(23) or successor provisions.
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 and principal due with respect to the Initial Mortgage Loans after the Cut-off Date and the Subsequent Mortgage Loans
after the related Subsequent Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date;
(ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the 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 (other than the Class I-X Certificates and the Grantor Trust
Certificates), the Underlying Certificates, the Class II-B-6 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 (other than the Class I-X 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 and the Subsequent
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 Pre-Funding Account, the Pre-Funding Reserve Account, the
Interest Coverage Account, the Distribution Account and the Reserve Fund 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 and in the case of Subsequent Mortgage Loans which have been prepaid in full after the related Subsequent Cut-off
Date and prior to the related Subsequent Transfer 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 or the related Subsequent Transfer Date, as the case may be, 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 Initial Mortgage Loans, or the Subsequent Transfer Date with respect to the
Subsequent 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 within 90 days of the Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans, 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, the Subsequent Mortgage Loans identified on Exhibit 1 to the related Subsequent Transfer Instrument, as the case may be,
or to appear defective on its face (i.e. torn, mutilated, or otherwise physically altered) (a "Material Defect"), the Trustee or the
Custodian, as its agent, shall promptly, upon completion of the review of all files, but in no event later than 90 days after the
Closing Date, notify the Sponsor. In accordance with the Mortgage Loan Purchase Agreement or the Subsequent 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 or the Subsequent Mortgage Loan
Purchase Agreement, as the case may be, 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 within 180 days of the Subsequent Transfer Date with respect to
the Subsequent Mortgage Loans or within five Business Days after the receipt by the Trustee or the Custodian thereof with respect to
any Substitute Mortgage Loan), 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 or the Subsequent Mortgage Loan Purchase Agreement, as applicable, 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 or the Subsequent Mortgage Loan Purchase Agreement, as applicable, 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 and the Subsequent 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 and the Subsequent 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 or the Subsequent 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, the Subsequent 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, the Subsequent 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, the Subsequent Mortgage Loan Purchase Agreement or this Agreement, as applicable; provided,
however, that substitution pursuant to the Mortgage Loan Purchase Agreement, the Subsequent 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 related Mortgage File related to any Mortgage Loan released pursuant to
the Mortgage Loan Purchase Agreement, the Subsequent 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, the Subsequent 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, the
Subsequent 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 and the Subsequent 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 a 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 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 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 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 or the Subsequent 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 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 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. Conveyance of Subsequent Mortgage Loans.
(a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Paying Agent's delivery on the
Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of related funds in the
Pre-Funding Account, the Depositor shall, on such Subsequent Transfer Date, sell, transfer, assign, set over and convey without
recourse to the Trust Fund (subject to the other terms and provisions of this Agreement) all its right, title and interest in and to
(i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument
delivered by the Sponsor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off
Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect
to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files;
provided, however, that the Sponsor reserves and retains all right, title and interest in and to principal received and interest
accruing on such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trust for deposit in
Loan Group I or Loan Group II, as applicable, by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage
Loan Schedule shall be absolute and is intended by the Depositor, the Sponsor, the Trustee and the Certificateholders to constitute
and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust. The related Mortgage File for each
Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, on its behalf at least three Business Days prior to the
related Subsequent Transfer Date.
The purchase price paid by the Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be 100% of
the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule).
This Agreement shall constitute a fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee on behalf of the Trust for deposit in the applicable Loan Group the
Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Paying Agent
shall release related funds from the Pre-Funding Account in amounts equal to the Subsequent Mortgage Loans in each Loan Group
purchased on the related Subsequent Transfer Date, only upon the satisfaction of each of the following conditions on or prior to the
related Subsequent Transfer Date:
(i) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which
shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Sponsor shall cause to be delivered to the
Trustee and the Servicer, at least three Business Days prior to the related Subsequent Transfer Date, a computer file containing such
Mortgage Loan Schedule;
(ii) the Depositor shall have furnished to the Servicer, no later than three Business Days prior to the related
Subsequent Transfer Date, (x) if the servicer of each such Subsequent Mortgage Loan is the existing Servicer, then a written
acknowledgement of the Servicer that it is servicing such Subsequent Mortgage Loans pursuant to any related servicing agreement, or
(y) if the servicer of each such Subsequent Mortgage Loan is not the existing Servicer, then a servicing agreement and assignment,
assumption and recognition agreement with respect to such servicer or servicers in form and substance reasonably satisfactory to the
Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument,
substantially in the form of Exhibit M hereto, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such
transfer nor shall it be aware of any pending insolvency with respect to it;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust or the
Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to
the interests of the Certificateholders; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the
satisfaction of the conditions precedent specified in this Section 2.08 to the extent of the Subsequent Mortgage Loans and, pursuant
to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement.
(c) Any conveyance of Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to certain conditions
including, but not limited to, the following:
(i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related
Subsequent Transfer Instrument and this Agreement;
(ii) the Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to
the interests of the Certificateholders;
(iii) as of the related Subsequent Cut-off Date, each such Subsequent Mortgage Loan will satisfy the following
criteria:
(A) Such Subsequent Mortgage Loan may not be 30 or more days Delinquent as of the last day of the
month preceding the related Subsequent Cut-off Date;
(B) The original term to stated maturity of such Subsequent Mortgage Loan will not exceed 480 months;
(C) Each Subsequent Mortgage Loan must be a One-Month LIBOR, Six Month LIBOR, One Year LIBOR
adjustable rate Mortgage Loan with a first lien on the related Mortgaged Property;
(D) No Subsequent Mortgage Loan will have a first payment date occurring after August 1, 2007;
(E) The latest maturity date of any Subsequent Mortgage Loan will be no later than August 1, 2047;
(F) Such Subsequent Mortgage Loan will have a credit score of not less than 520;
(G) Such Subsequent Mortgage Loan will have a Gross Margin as of the related Subsequent Cut-off Date
ranging from approximately 1.500% per annum to approximately 5.500% per annum;
(H) Such Subsequent Mortgage Loan will have a maximum mortgage rate as of the related Subsequent
Cut-off Date greater than 16.000%; and
(I) Such Subsequent Mortgage Loan shall have been underwritten in accordance with the underwriting
guidelines of EMC;
(d) As of the related Subsequent Cut-off Date, the Subsequent Mortgage Loans in the aggregate will satisfy the following
criteria:
(i) have a weighted average Gross Margin ranging from 2.25% to 3.50% per annum;
(ii) have a weighted average credit score greater than 650;
(iii) have no less than 80% of the Mortgaged Properties be owner occupied;
(iv) have no less than 75% of the Mortgaged Properties be single family detached or planned unit developments;
(v) have no more than 55% of the Subsequent Mortgage Loans be cash out refinance;
(vi) for all Subsequent Mortgage Loans with a Loan-to-Value Ratio greater than 80% be covered by a Primary
Insurance Policy;
(vii) have a weighted average maximum mortgage rate greater than or equal to 10.500%; and
(viii) be acceptable to the Rating Agencies.
To the extent that the Pre-Funded Amounts have not been fully applied to the purchase of Subsequent Mortgage Loans on or
before July 15, 2007, the Certificateholders in each Loan Group will receive on the Distribution Date immediately following July 15,
2007 the Remaining Pre-Funded Amounts relating to each Loan Group.
Any such amounts transferred from the Pre-Funding Account will be included in Principal Funds for such Loan Group and
distributed to the Holders of the related Certificates pursuant to Section 6.01.
Section 2.09. 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 2.09 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.
Consistent with and in addition to the terms set forth in this Agreement, if a Mortgage Loan is in default or such default is
reasonably foreseeable, the Servicer may also waive, modify or vary any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any mortgagor, including without limitation, to (1)
capitalize any amounts owing on the Mortgage Loan by adding such amount to the outstanding principal balance of the Mortgage Loan, (2)
defer such amounts to a later date or the final payment date of such Mortgage Loan, (3) extend the maturity of any such Mortgage Loan,
(4) amend the related Mortgage Note to reduce the related Mortgage Rate with respect to any Mortgage Loan, (5) convert the Mortgage
Rate on any Mortgage Loan from a fixed rate to an adjustable rate or vice versa, (6) with respect to a mortgage loan with an initial
fixed rate period followed by an adjustable rate period, extend the fixed period and reduce the adjustable rate period, and/or (7)
forgive the amount of any interest and principal owed by the related Mortgagor; provided that, in the Servicer's reasaonble and
prudent determination, such waiver, modification, postponement or indulgence: (A) is not materially adverse to the interests of the
Certificateholders in the aggregate on a present value basis using reasonable assumptions (including taking into account any estimated
Realized Loss that might result absent such action); and (B) does not amend the related Mortgage Note to extend the maturity thereof
later than the date of the Latest Possible Maturity Date; provided further, with respect to any Mortgage Loan that is not in default
or if default is not reasonably foreseeable unless the Servicer has provided to the Trustee a certification addressed to the Trustee,
based on advice of counsel or certified public accountants that have a national reputation with respect to taxation of REMICs, that a
modification of such Mortgage Loan will not result in the imposition of taxes on or disqualify from REMIC status any of the 2007-AR4
REMICs.
In connection with any such Servicing Modification, the Servicer may reimburse itself from the Trust for any outstanding
advances or Monthly Advances at the time of the modification to the extent interest and principal is forgiven or Monthly Advances are
reimbursed. Any such reimbursement shall occur during the same calendar month as the Servicing Modification, and any such
reimbursement will be treated as a Realized Loss which will be incurred on the Distribution Date related to the calendar month during
which the Servicing Modification occurred. To the extent advances, Monthly Advances or other amounts owed to the Servicer are
capitalized, the Servicer may reimburse itself from such arrearages on a first priority basis.
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 any 2007-AR4 REMIC shall exist, the Trustee shall act in
accordance herewith to assure continuing treatment of such 2007-AR4 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, the Subsequent Mortgage Loan Purchase Agreement or Section 2.04, as applicable, accept any contribution to any
2007-AR4 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-AR4 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-AR4 REMIC to
fail to qualify as a REMIC or result in the imposition of a tax upon any 2007-AR4 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 Corridor Counterparty to that effect, which notification shall include a request that the Corridor Counterparty
provide Regulation AB information to the Depositor in accordance with the related Corridor Contract. The Depositor shall be
obligated to obtain from the Corridor Counterparty any information required under Regulation AB to the extent required under the
related Corridor 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 Corridor Contract or written notification instructing the Trustee that such Additional Disclosure
regarding the Corridor 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) In addition, the Company shall, at its option, purchase any Mortgage Loan from the Trust for which the first
Scheduled Payment due to the Trust after the Closing Date becomes thirty (30) days past due; provided, however, such Mortgage Loan
was purchased by the Company or one of its affiliates from an originator pursuant to a loan purchase agreement that obligated such
seller to repurchase such Mortgage Loan if one or more Scheduled Payments becomes 30 or more days delinquent (and such originator has
agreed to repurchase such Mortgage Loan); provided, further, that such optional purchase shall be exercised no later than the 270th
day after such Mortgage Loan is subject to such originator's repurchase obligation. Such purchase shall be made at a price equal to
100% of the Stated Principal Balance thereof plus accrued interest thereon at the applicable Mortgage Rate from the date through
which interest was last paid by the related Mortgagor or advanced to the first day of the month in which such amount is to be
distributed.
(c) 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 remove amounts deposited in error; and
(xiii) 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 for each Loan Group 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 (other than the Class I-X 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-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4" (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,
$590,000, 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 (other than the Class I-X 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 (other than the Class
I-X 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 (other than the Class I-X 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 $590,000 with respect to Loan
Group I and $25,000 with respect to Loan Group II, 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 May 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-AR4, Mortgage Pass-Through Certificates,
Series 2007-AR4." The Trustee shall demand payment of all money payable by each Corridor Counterparty under each Corridor Contract.
The Trustee shall deposit in the Reserve Fund all Corridor Contract Payment Amounts and, prior to distribution of such amounts
pursuant to Section 6.01(b), all payments from Excess Cashflow described under the Tenth and Eleventh clauses of Section 6.01(b).
All Corridor Contract Payment Amounts received from Corridor Contracts benefiting the Holders of the Group II Certificates and the
Excess Cashflow amounts described in the Tenth and Eleventh 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 Tenth and Eleventh 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-AR4 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 Tenth and Eleventh 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 Tenth and Eleventh 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-AR4 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-AR4,
Mortgage Pass-Through Certificates, Series 2007-AR4, Class XP." Funds on deposit in the Class XP Reserve Account shall be held in
trust by the Trustee for the benefit of the holders of the related Class XP Certificates. The Class XP Reserve Account will not
represent an interest in any 2007-AR4 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 June 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. Pre-Funding Account and Pre-Funding Reserve Account.
(a) No later than the Closing Date, the Paying Agent shall establish and maintain a segregated trust account or
sub-account of a trust account, which shall be titled "Pre-Funding Account, Xxxxx Fargo Bank, National Association, f/b/o holders of
Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx Mortgage Funding Trust 2007-AR4, Mortgage Pass-Through Certificates,
Series 2007-AR4" (the "Pre-Funding Account"). The Pre-Funding Account shall be an Eligible Account or a sub account of an Eligible
Account. The Paying Agent shall, promptly upon receipt, deposit in the Pre-Funding Account and retain therein the Pre-Funded Amounts
remitted on the Closing Date to the Paying Agent by the Depositor. Funds deposited in the Pre-Funding Account shall be held in trust
by the Paying Agent for the Holders of the Certificates for the uses and purposes set forth herein.
(b) The Paying Agent will invest funds deposited in the Pre-Funding Account 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 such account pursuant to this Agreement, if a Person other than the Paying Agent or an
Affiliate of the Paying Agent is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are
required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Paying Agent or an
affiliate of the Paying Agent is the obligor for the Permitted Investment (or, if no written direction is received by the Paying
Agent from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor or its
designee shall be the owner of the Pre-Funding Account and shall report all items of income, deduction. gain or loss arising
therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Account shall be transferred to the
Interest Coverage Account at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person
other than the Paying Agent or an Affiliate of the Paying Agent is the obligor for the Permitted Investment, or on each Distribution
Date, if the Paying Agent or an Affiliate of the Paying Agent is the obligor for the Permitted Investment, (ii) on the Business Day
immediately preceding each Subsequent Transfer Date, if a Person other than the Paying Agent or an Affiliate of the Paying Agent is
the obligor for the Permitted Investment, or on each Subsequent Transfer Date, if the Paying Agent or an Affiliate of the Paying
Agent is the obligor for the Permitted Investment or (iii) within one Business Day of the Paying Agent's receipt thereof. Such
transferred funds shall not constitute income and gain for purposes of Section 4.11(b) hereof. The Depositor or its designee shall
deposit in the Pre-Funding Account 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. At no time will the Pre-Funding Account be an asset of any
2007-AR4 REMIC.
(c) Amounts on deposit in the Pre-Funding Account shall be withdrawn by the Paying Agent as follows:
(i) On any Subsequent Transfer Date, the Paying Agent shall withdraw from the Pre-Funding Account an amount
equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee on behalf of
the Trust for deposit in the related Loan Group on such Subsequent Transfer Date and pay such amount to or upon the order of the
Depositor upon satisfaction of the conditions set forth in Section 2.08 with respect to such transfer and assignment;
(ii) If the amounts on deposit in the Pre-Funding Account (exclusive of investment income) have not been reduced
to zero by the close of business on the date of termination of the Pre-Funding Period, then at the close of business on such date,
the Paying Agent shall deposit into the Pre-Funding Reserve Account any amounts remaining in the Pre-Funding Account (exclusive of
investment income) for distribution in accordance with Section 4.10(e)(i);
(iii) To withdraw any amount not required to be deposited in the Pre-Funding Account or deposited therein in
error; and
(iv) Upon the earliest of (i) the reduction of the Principal Balances of the Certificates to zero or (ii) the
termination of this Agreement in accordance with Section 10.01, to withdraw any amount remaining on deposit in the Pre-Funding
Account (A) for payment to the related Certificateholders then entitled to distributions in respect of principal until the Principal
Balance of the Certificates has been reduced to zero (such amount being deposited inot the Pre-Funding Reserve Account), and (B) any
remaining amount for payment to the Depositor.
Withdrawals pursuant to clauses (ii) and (iv)(A) shall be treated as contributions of cash to REMIC I (with respect to
amounts related to Loan Group I) and REMIC II (with respect to amounts related to Loan Group II) on the date of withdrawal.
(d) No later than the Closing Date, the Paying Agent shall establish and maintain a segregated trust account or a
sub-account of a trust account, which shall be titled "Pre-Funding Reserve Account, Xxxxx Fargo Bank, National Association as trustee
f/b/o holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx Mortgage Funding Trust 2007-AR4, Mortgage Pass-Through
Certificates, Series 2007-AR4" (the "Pre-Funding Reserve Account"). The Pre-Funding Reserve Account shall be an Eligible Account or a
sub account of an Eligible Account. The Paying Agent shall, at the close of business on the day of the termination of the Pre-Funding
Period, deposit in the Pre-Funding Reserve Account and retain therein any funds remaining in the Pre-Funding Account at the close of
business on such day. Funds deposited in the Pre-Funding Reserve Account shall be held in trust by the Paying Agent for the
Certificateholders for the uses and purposes set forth herein.
(e) The Paying Agent shall not invest funds deposited in the Pre-Funding Reserve Account. The amounts on deposit in the
Pre-Funding Reserve Account with respect to Loan Group I shall be assets of REMIC I and the amounts on deposit in the Pre-Funding
Reserve Account with respect to Loan Group II shall be assets of REMIC II. Amounts on deposit in the Pre-Funding Reserve Account
shall be withdrawn by the Paying Agent as follows:
(i) On the Distribution Date immediately following termination of the Pre-Funding Period, the Paying Agent
shall withdraw from the Pre-Funding Reserve Account the Remaining Pre-Funded Amounts deposited therein on such date pursuant to
Section 4.10(c)(ii) for distribution to the related Certificates pursuant to Sections 6.01(a) and 6.01(b), as applicable; and
(ii) On each Distribution Date during the Pre-Funding Period and the Distribution Date immediately following
termination of the Pre-Funding Period, the Paying Agent shall withdraw from the Pre-Funding Reserve Account the amount deposited
therein on such date pursuant to Section 4.11(c) for distribution as Interest Funds pursuant to Sections 6.01(a) and 6.01(b), as
applicable.
Section 4.11. Interest Coverage Account.
(a) No later than the Closing Date, the Paying Agent shall establish and maintain a segregated trust account or a sub
account of a trust account, which shall be titled "Interest Coverage Account, Xxxxx Fargo Bank, National Association as trustee f/b/o
holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx Mortgage Funding Trust 2007-AR4, Mortgage Pass-Through
Certificates, Series 2007-AR4 - Interest Coverage Account". The Interest Coverage Account shall be an Eligible Account or a sub
account of an Eligible Account. The Paying Agent shall, promptly upon receipt, deposit in the Interest Coverage Account and retain
therein the Interest Coverage Amount remitted on the Closing Date to the Paying Agent by the Depositor and all income and gain
realized from investment of funds deposited in the Pre-Funding Account pursuant to Section 4.10(b). Funds deposited in the Interest
Coverage Account shall be held in trust by the Paying Agent for the Certificateholders for the uses and purposes set forth herein.
(b) For federal income tax purposes, the Depositor shall be the owner of the Interest Coverage Account and shall report
all items of income, deduction, gain or loss arising therefrom. At no time will the Interest Coverage Account be an asset of any
REMIC created hereunder. All income and gain realized from investment of funds deposited in the Interest Coverage Account, 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 Paying Agent to the Depositor no later than the first Business Day following receipt of such
income and gain by the Paying Agent. If no written direction with respect to such investment shall be received by the Paying Agent
from the Depositor, then funds in such Account shall remain uninvested. The Depositor shall deposit (or cause to be deposited) in
the Interest Coverage Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon
realization of such loss.
(c) On each Distribution Date during the Pre-Funding Period and on the day of termination of the Pre-Funding Period, the
Paying Agent shall withdraw from the Interest Coverage Account and deposit in the Pre-Funding Reserve Account an amount of interest
that accrues during the related Interest Accrual Period at the applicable Net Rate Cap on the excess, if any, of the Pre-Funded
Amount for each Loan Group over the aggregate Stated Principal Balance of Subsequent Mortgage Loans in such Loan Group that both (i)
had a Due Date during the Due Period relating to such Distribution Date or the Distribution Date following the end of the Pre-Funding
Period, as applicable, and (ii) had a Subsequent Cut-off Date prior to the first day of the month in which such Distribution Date
occurs. Such withdrawal and deposit shall be treated as a contribution of cash by the Depositor to REMIC I (with respect to amounts
related to Loan Group I) and REMIC II (with respect to amounts related to Loan Group II) on the date thereof. Immediately following
any such withdrawal and deposit, and immediately following the conveyance of any Subsequent Mortgage to the Trust on any Subsequent
Transfer Date, the Paying Agent shall, at the request of the Depositor, withdraw from the Interest Coverage Account and remit to the
Depositor or its designee an amount equal to the excess, if any, of the amount remaining in such Interest Coverage Account over the
amount that would be required to be withdrawn therefrom (assuming sufficient funds therein) pursuant to the second preceding sentence
on each subsequent Distribution Date, if any, that will occur during the Pre-Funding Period or on the day of termination of the
Pre-Funding Period, if no Subsequent Mortgage were acquired by the Trust Fund after the end of the Prepayment Period relating to the
current Distribution Date or the Distribution Date following the end of the Pre-Funding Period, as applicable. On the day of
termination of the Pre-Funding Period, the Paying Agent shall withdraw from the Interest Coverage Account and remit to the Depositor
or its designee the amount remaining in such Interest Coverage Account after payment of the amount required to be withdrawn therefrom
pursuant to the second preceding sentence on the day of termination of the Pre-Funding Period.
(d) Upon the earliest of (i) the Distribution Date immediately following the end of the Pre-Funding Period, (ii) the
reduction of the principal balances of the Certificates to zero or (iii) the termination of this Agreement in accordance with Section
10.01, any amount remaining on deposit in the Interest Coverage Account after distributions pursuant to paragraph (c) above shall be
withdrawn by the Paying Agent and paid to the Depositor or its designee.
Section 4.12. 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 May 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 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 April 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 Underlying Class I-A-3 Certificates (or the Swap Counterparty as set
forth in the Grantor Trust Agreement), pro rata, in accordance with their respective outstanding Current Principal Amounts
until the Current Principal Amount of each such Class has 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 Amount of each such Class thereof has been reduced to zero;
third, to each Class of Group I 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 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 amounts.
The foregoing distributions will be treated as an amount paid by the Holder of the Class I-B-IO Certificates to purchase
the outstanding Group I Certificates and will be deemed made pursuant to a mandatory purchase of the Group I 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) $515,186,211.75
T2 Variable(1) $25,376.70
LT3 0.00% $26,149.69
LT4 Variable(1) $26,149.69
I-X-1 0.080% (2)
I-X-2 0.500% (3)
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-1 will not have an Uncertificated Principal Balance, but will bear interest at a fixed pass-through
rate equal to 0.080% per annum on a notional amount equal to the aggregate Stated Principal Balance immediately prior to such
Distribution Date of all Prepayment Charge Loans other than the Hard Prepayment Charge Loans and the Combination Prepayment
Charge Loans.
(3) REMIC I Regular Interest I-X-2 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 and the Combination 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) $812,705,557.41
LT6 Variable(1) $26,015.28
LT7 0.00% $55,268.93
LT8 Variable(1) $55,268.93
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 Amount Pass-Through Rate
___________________________________________________________________________________________
I-A-1 $275,615,000 (1)
I-A-2 $137,807,000 (1)
Underlying I-A-3 $45,936,000 (1)
Grantor Trust I-A-3 $45,936,000 (1)
I-X-1 Notional (2)
I-X-2 Notional (2)
I-B-1 $12,366,000 (1)
I-B-2 $9,790,000 (1)
I-B-3 $3,607,000 (1)
I-B-4 $7,471,000 (1)
I-B-5 $3,349,000 (1)
I-B-6 $2,576,000 (1)
I-B-7 $3,607,000 (1)
I-B-8 $2,576,000 (1)
I-B-9 $2,834,000 (1)
II-A-1 $437,228,000 (1)
II-A-2A $118,614,000 (1)
Underlying II-A-2B $100,000,000 (1)
Grantor Trust II-A-2B $100,000,000 (1)
II-A-3 $72,871,000 (1)
II-B-1 $29,669,000 (1)
II-B-2 $15,850,000 (1)
II-B-3 $4,064,000 (1)
II-B-4 $6,909,000 (1)
II-B-5 $4,064,000 (1)
II-B-6 $14,631,000 (1)
I-XP-1 N/A (3)
I-XP-2 N/A (3)
II-XP N/A (3)
I-B-IO $7,729,887.83 (4)
II-B-IO $8,942,110.55 (5)
Component III of the Class R N/A N/A
_____________________________
(1) The Class I-A-1, Class I-A-2, Underlying Class I-A-3, Grantor Trust 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-2A, Underlying Class II-A-2B,
Grantor Trust Class II-A-2B, Class II-A-3, 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
May 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-1 Certificates will bear interest at a fixed pass-through rate equal to 0.080% per annum on the Class I-X-1
Notional Amount, and the Class I-X-2 Certificates will bear interest at a fixed pass-through rate equal to 0.500% per annum on
the Class I-X-2 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 and the "combination" Prepayment Charges received on the Hard Prepayment Charge Loans and the
Combination Prepayment Charge Loans, respectively, 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. 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) $7,729,887.83
II-B-IO (2) $8,942,110.55
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 as of such Distribution
Date. With respect to each Distribution Date and Class I-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-AR4 REMIC within the meaning of
Section 860G(a)(9) of the Code.
(j) For federal income tax purposes, each 2007-AR4 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-AR4 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 CORRIDOR 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 CORRIDOR 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, 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 a Private 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-AR4 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, Class II-B-4, Class II-B-5 or Class II-B-6
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, Inc., S&P, Xxxxx'x, DBRS Limited or
DBRS, Inc., (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 and the Pre-Funding Account, in each case to the extent of funds on deposit with respect to Loan Group I therein, and
distributed 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 May 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, pro rata, 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, pro rata, 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 Carry-Forward Amount for each such Class for such Distribution Date, pro rata, based on the
Basis Risk Shortfall Carry-Forward Amount 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 Carry-Forward Amount, for each 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 $590,000 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 amount 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 IVto the Holder of the Class I-B-IO Certificates and then paid outside of
any 2007-AR4 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-AR4 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 and the Pre-Funding Account, in each case
to the extent of funds on deposit with respect to Loan Group II therein, and distributed 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, Class II-B-5 and Class II-B-6 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 for
Loan Group II pursuant to clauses Third through Fifteenth 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:
5. to each Class of Class II-A-1 Certificates, pro rata, until the Current Principal Amount of each such Class
is reduced to zero;
6. to the Class II-B Certificates in the following order of priority:
a. to the Class II-B-1 Certificates, any remaining Group II Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
b. to the Class II-B-2 Certificates, any remaining Group II Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
c. to the Class II-B-3 Certificates, any remaining Group II Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
d. to the Class II-B-4 Certificates, any remaining Group II Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero;
e. to the Class II-B-5 Certificates, any remaining Group II Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero; and
f. to the Class II-B-6 Certificates, any remaining Group II Principal Distribution Amount until the Current
Principal Amount thereof is reduced to zero; and
(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 for such Distribution Date will be distributed as follows:
1. from the Group II Principal Distribution Amount, an amount equal to the Class II-A Principal Distribution
Amount will be distributed to the Class II-A Certificates, pro rata, until the Current Principal Amount of each such Class is
reduced to zero;
2. to the Class II-B Certificates in the following order of priority:
a. 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;
b. 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;
c. 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;
d. 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;
e. 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; and
f. to the Class II-B-6 Certificates, from any remaining Group II Principal Distribution Amount, the Class
II-B-6 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 remaining Interest Carry Forward Amount, for each such
Class to the extent not fully paid pursuant to subclause First (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 any remaining Excess Cashflow with respect to Loan Group II, to the Class II-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;
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-A
Certificates, any Basis Risk Shortfall Carry-Forward Amount for each such Class for such Distribution Date, pro rata, based on the
Basis Risk Shortfall Carry-Forward Amount owed to each such Class (any such amounts distributable from Excess Cashflow being first
deposited to, and then immediately withdrawn from, the Reserve Fund as provided in Section 4.08);
Eleventh, 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, Class II-B-5 and Class II-B-6 Certificates, sequentially, in that order, any Basis Risk
Shortfall Carry-Forward Amount for each such Class and for such Distribution Date (any such amounts distributable from Excess
Cashflow being first deposited to, and then immediately withdrawn from, the Reserve Fund as provided in Section 4.08);
Twelfth, 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;
Thirteenth, 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;
Fourteenth, 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
Fifteenth, 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 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 IV to the Holder of the Class II-B-IO Certificates and then paid outside of any 2007-AR4 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 Corridor 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 Amount 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 Corridor 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, the Class I-B-5 and the Class II-B-6 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,
the Class II-B-5 and the Class II-B-6 Certificates, sequentially, in that order, to pay any current Realized Losses and any Unpaid
Realized Loss Amount, for each such Class and for such Distribution Date.
All Corridor 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) to the
Class I-XP-2 Certificates, all Prepayment Charges received on the Hard Prepayment Charge Loans and the Combination Prepayment Charge
Loans (to the extent not waived by the Servicer as set forth herein), and (ii) to the Class I-XP-1 Certificates, all other Prepayment
Charges received on the Group I Mortgage Loans (to the extent not waived by the Servicer as set forth herein), and (II) to the Class
II-XP Certificates, all Prepayment Charges received on the Group II Mortgage Loans (to the extent not waived by the Servicer as set
forth herein). 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-AR4 REMICs, to the extent that such expenses
relate to the assets of each of such respective 2007-AR4 REMICs, and all other expenses and fees of the Trust shall be paid pro rata
by each of the 2007-AR4 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, the Swap Counterparty, the Grantor Trustee (with respect
to the Grantor Trust Certificates) and each Certificateholder via the Trustee's internet website as set forth below, the following
information, expressed with respect to clauses (i) through (vii) in the aggregate and as a Fractional Undivided Interest representing
an initial Current Principal Amount of $1,000, or in the case of the Class B-IO Certificates, a Notional Amount of $1,000:
(i) the Current Principal Amount or Notional Amount of each Class after giving effect to (i) 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 applicable accrual period dates for calculating distributions and general Distribution Dates;
(v) with respect to each Loan Group, the total cash flows received and the general sources thereof;
(vi) 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;
(vii) the amount of any payments made pursuant to each Swap Agreement for the benefit of the Grantor Trust
Certificates;
(viii) the amount of any Corridor 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 Corridor Contract.
(x) the Interest Carry Forward Amount and any Basis Risk Shortfall Carry-Forward Amount for each Class of
Certificates;
(xi) with respect to each Loan Group, the aggregate of the Stated Principal Balance of the related Mortgage
Loans for the following Distribution Date;
(xii) 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;
(xiii) 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);
(xiv) with respect to each Loan Group, the cumulative amount of Applied Realized Loss Amounts to date;
(xv) 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;
(xvi) 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;
(xvii) 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;
(xviii) 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;
(xix) 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;
(xx) with respect to each Loan Group, whether a Trigger Event exists;
(xxi) updated pool composition data including the weighted average mortgage rate and weighted average remaining
term;
(xxii) 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;
(xxiii) the amount withdrawn from the Pre-Funding Account, the Pre-Funding Reserve Account and the Interest
Coverage Account and deemed to be Principal Funds or Interest Funds on such Distribution Date, the amount remaining on deposit in the
Pre-Funding Account and in the Interest Coverage Account with respect to each Loan Group, following such Distribution Date, and the
amount withdrawn from the Pre-Funding Account and used to buy Subsequent Mortgage Loans prior to such Distribution Date;
(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 Prepayment Charges for the related Mortgage Loans.
(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 IRS 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 a 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 Distribution 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 Trust Fund 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 all income and gain realized from any
investment of funds in the Distribution Account (the "Trustee Compensation"), 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; Grantor Trust
Administration.
(a) For federal income tax purposes, the taxable year of each 2007-AR4 REMIC shall be a calendar year and the Trustee
shall maintain or cause the maintenance of the books of each such 2007-AR4 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 Corridor Contracts be
classified for federal income tax purposes as a grantor trust (the "Corridor Contract 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.
(i) As of the Closing Date, the Corridor Contract Grantor Trust is not a Widely Held Fixed Investment Trust.
Within 10 days after the date, if any, on which the Corridor Contract Grantor Trust becomes a Widely Held Fixed Investment Trust, the
Depositor shall notify the Trustee in writing whether the Corridor Contract Grantor Trust is a Widely Held Fixed Investment Trust and
if so whether it is a Widely Held Mortgage Trust or a Non-Mortgage Widely Held Fixed Investment Trust. Following the delivery of
any such notice the Trustee will report as required under the Widely Held Fixed Investment Trust Regulations to the extent such
information as is reasonably necessary to enable the Trustee to do so is provided to the Trustee on a timely basis. To the extent
that the Corridor Contract Grantor Trust is a Widely Held Fixed Investment Trust, the Depositor shall provide the Trustee with
information identifying the grantor trust interest holders that are "middlemen" as defined by the Widely Held Fixed Investment Trust
Regulations. The Trustee will not be liable for any tax reporting penalties that may arise under the Widely Held Fixed Investment
Trust Regulations as a result of the Depositor incorrectly determining the status of the Corridor Contract Grantor Trust as a Widely
Held Fixed Investment Trust or failing to identify whether or not the Corridor Contract Grantor Trust is a Widely Held Fixed
Investment Trust.
(ii) The Trustee, in its discretion, will report required Widely Held Fixed Investment Trust information using
either the cash or accrual method, except to the extent the Widely Held Fixed Investment Trust Regulations specifically require a
different method. The Trustee will be under no obligation to determine whether any interest holder in the Corridor Contract Grantor
Trust uses the cash or accrual method. The Trustee will make available Widely Held Fixed Investment Trust information to holders
annually. In addition, the Trustee will not be responsible or liable for providing subsequently amended, revised or updated
information to any interest holder in the Corridor Contract Grantor Trust, unless requested by such holder.
(iii) The Trustee shall not be liable for failure to meet the reporting requirements of the Widely Held Fixed
Investment Trust Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary
information being provided to the Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Trustee or (iii)
the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information
necessary to fully comply with the Widely Held Fixed Investment Trust Regulations for the 2007 calendar year. Each owner of a class
of securities representing, in whole or in part, beneficial ownership of an interest in a Widely Held Fixed Investment Trust, by
acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Trustee with information
regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information,
and unless informed otherwise by the Depositor, the Trustee will assume there is no secondary market trading of Widely Held Fixed
Investment Trust interests.
(iv) To the extent required by the Widely Held Fixed Investment Trust Regulations, the Trustee will use
reasonable efforts to publish on an appropriate website the CUSIPs for the certificates that represent ownership of a Widely Held
Fixed Investment Trust. The CUSIPs so published will represent the Rule 144A CUSIPs. The Trustee will not publish any associated
Regulation S CUSIPs. The Trustee will make reasonable good faith efforts to keep the website accurate and updated to the extent
CUSIPs have been received. Absent the receipt of a CUSIP, the Trustee will use a reasonable identifier number in lieu of a CUSIP.
The Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.
(v) The Trustee shall have no obligation to monitor whether the Corridor Contract Grantor Trust has become a
Widely Held Fixed Investment Trust following the Closing Date, and shall report under the Widely Held Fixed Investment Trust
Regulations only to the extent it receives written notice of the same.
(vi) The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in
respect of the Widely Held Fixed Investment Trust Regulations that arise as a result of (i) the failure of the Depositor to timely
inform the Trustee of the designation of the Corridor Contract Grantor Trust as a Widely Held Fixed Investment Trust, (ii) the
Corridor Contract Grantor Trust becoming a Widely Held Fixed Investment Trust after the Closing Date (if compensation is not already
provided for this contingency) or (iii) a change in the Widely Held Fixed Investment Trust Regulations or a change in interpretation
of the Widely Held Fixed Investment Trust Regulations by the IRS or the Depositor or its counsel, if such change requires, in the
Trustee's reasonable discretion, a material increase in the Trustee's reporting obligations in respect of the Corridor Contract
Grantor Trust.
(c) The Trustee shall prepare, sign and file or cause to be filed with the IRS all Federal tax information returns or
elections required to be made hereunder with respect to each 2007-AR4 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-AR4 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-AR4 REMIC (the "REMIC Reporting Agent"). The
Trustee shall make elections to treat each 2007-AR4 REMIC as a REMIC and the portion of the Trust Fund consisting of the Trust's
interest in the Corridor Contracts as a grantor trust (which elections shall apply to the taxable period ending December 31, 2007 and
each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as described by the
Trustee. The Trustee shall sign all tax information returns filed pursuant to this Section and any other returns as may be required
by the Code. The Holder of the 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-AR4 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 IRS, 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- AR4 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 Corridor 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 IRS 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 Corridor Contracts, to the Corridor Counterparty on or before the first payment date under the Corridor
Contracts and thereafter prior to the expiration or obsolescence of such form and (ii) shall, if requested by the Corridor
Counterparty and permitted to do so by the Class II-B-IO Certificateholders, deliver to the Corridor 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.
(j) The Trustee shall perform its obligations set forth under Section 7.12 of the Grantor Trust Agreement regarding the
preparation and filing of tax returns for the Grantor Trust. The Trustee shall indemnify the Grantor Trust and the Sponsor for any
taxes and costs including, without limitation, any attorneys fees imposed on or incurred by the Grantor Trust or the Depositor as a
result of a breach of the Trustee's obligations set forth under Section 7.12 of the Grantor Trust Agreement.
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 (i) such Mortgage Loans and (ii) related amounts on deposit in
the Pre-Funding Account as of the Closing Date 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-AR4 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-AR4 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-AR4 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-AR4 REMIC or (ii) cause any 2007-AR4 REMIC to fail to qualify as a
2007-AR4 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-AR4 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-AR4 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-AR4 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-AR4 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-AR4 REMIC. Upon complete liquidation or final distribution of
all of the assets of the Trust Fund, the Trust Fund and each 2007-AR4 REMIC shall terminate.
ARTICLE XI
Miscellaneous Provisions
Section 11.01. Intent of Parties. The parties intend that each 2007-AR4 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-AR4 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-AR4 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-AR4, 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 Ratings Services, 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/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Title: Senior Managing Director
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/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Senior 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/ Xxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxx Xxxxxx
Title: Senior Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of April, 2007 before me, a notary public in and for said State, personally appeared Xxxxx Xxxxxxxxxxx,
known to me to be a Senior Managing Director 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/ Xxxxxx Xxxxxxxxxx
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXX )
On the 30th day of April, 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/ Xxxxxx X. Xxxxxxx
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 30th day of April 2007 before me, a notary public in and for said State, personally appeared Xxxxxx Xxxxx, 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/ Xxx X. Xxxxxxxx
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 30thof April, 2007 before me, a notary public in and for said State, personally appeared Xxxxxxxxxx Xxxxxx, 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/ Xxx X. Xxxxxxxx
Notary Public
[Notarial Seal]
EXHIBIT A-1
FORM OF [UNDERLYING] CLASS [I][II]-A-[1][2][A][B][3] 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.][XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS
GRANTOR TRUSTEE] OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO [CEDE & CO.][XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS GRANTOR
TRUSTEE], 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.][XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS
GRANTOR TRUSTEE], HAS AN INTEREST HEREIN.
Certificate No. 1 Variable Pass-Through Rate
[Underlying] Class [I][II]-A-[1][2][A][B][3]
[Super] Senior [Support]
Date of Pooling and Servicing Agreement and Aggregate Initial Current Principal Amount
Cut-off Date: of this Certificate as of the Cut-off Date:
April 1, 2007 $___________
Initial Current Principal Amount of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2007 $____________
Servicer: CUSIP: _____________
EMC Mortgage Corporation
Assumed Final Distribution Date:
[April 25, 2037][June 25, 2037]
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR4
evidencing a fractional undivided interest in the distributions allocable to the
[Underlying] Class [I][II]-A-[1][2][A][B][3] 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.][Xxxxx Fargo Bank, National Association, as Grantor
Trustee] 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 calendar month preceding the month in which such
Distribution Date occurs][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: April 30, 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 [Underlying] Class [I][II]-A-[1][2][A][B][3] 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-[1][2][3][4][5][6][7][8][9] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS I-A 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 FITCH, INC., S&P, XXXXX'X, DBRS LIMITED OR DBRS, INC., (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
Date of Pooling and Servicing Agreement and Aggregate Initial Current Principal Amount
Cut-off Date: of this Certificate as of the Cut-off Date:
April 1, 2007 $______________
Initial Current Principal Amount of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2007 $_____________
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
April 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR4
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 Fitch, Inc., S&P, Xxxxx'x, DBRS Limited or DBRS, Inc., (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: April 30, 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][5] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A CERTIFICATES
[AND CLASS II-B-[1][2][3][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.
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][5] CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE
OR INTEREST THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY
FITCH, INC., S&P, XXXXX'X, DBRS LIMITED OR DBRS, INC., (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][5] Subordinate
Date of Pooling and Servicing Agreement and Aggregate Initial Current Principal Amount
Cut-off Date: of this Certificate as of the Cut-off Date:
April 1, 2007 $______________
Initial Current Principal Amount of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2007 $_____________
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
June 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR4
evidencing a fractional undivided interest in the distributions allocable to the Class
II-B-[1][2][3][4][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 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][5] Certificate or any interest
therein shall be deemed to have represented, by virtue of its acquisition or holding of that Certificate
or interest therein, that either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch,
Inc., S&P, Xxxxx'x, DBRS Limited or DBRS, Inc, (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: April 30, 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 II-B-[1][2][3][4][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-5
FORM OF CLASS II-B-6 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, CLASS II-B-4 AND CLASS II-B-5 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-6 Subordinate
Date of Pooling and Servicing Agreement and Aggregate Initial Current Principal Amount
Cut-off Date: of this Certificate as of the Cut-off Date:
April 1, 2007 ___________
Initial Current Principal Amount of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2007 ____________
Servicer: CUSIP: ____________
EMC Mortgage Corporation
Assumed Final Distribution Date:
June 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR4
evidencing a fractional undivided interest in the distributions allocable to the Class
II-B-6 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-6 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: April 30, 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 II-B-6 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][2] Variable Pass-Through Rate
Class [I][II]-B-IO Subordinate
Date of Pooling and Servicing Agreement and Aggregate Initial Notional Amount of this
Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2007 $_____________
Initial Notional Amount of this Certificate
First Distribution Date: as of the Cut-off Date:
May 25, 2007 $______________
Servicer: Percentage Interest of this Certificate:
EMC Mortgage Corporation __________%
Assumed Final Distribution Date: CUSIP: ____________
[April][June] 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR4
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: April 30, 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 Aggregate Initial Current Principal Amount
Cut-off Date: of this Certificate as of the Cut-off Date:
April 1, 2007 $_______
Initial Current Principal Amount of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2007 $_______
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
June 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR4
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: April 30, 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 Aggregate Initial Current Principal Amount
Cut-off Date: of this Certificate as of the Cut-off Date:
April 1, 2007 $_______
Initial Current Principal Amount of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2007 $_______
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
June 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR4
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: April 30, 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-[1][2] 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-[1][2] 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, INC.,
S&P, XXXXX'X, DBRS LIMITED OR DBRS, INC., (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-[1][2] Senior Interest Only
Date of Pooling and Servicing Agreement and Aggregate Initial Current Notional Amount
Cut-off Date: of the Certificates as of the Cut-off Date:
April 1, 2007 $__________
First Distribution Date: Initial Current Notional Amount of this
May 25, 2007 Certificate as 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:
April 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR4
evidencing a fractional undivided interest in the distributions allocable to the Class
I-X-[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 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-[1][2] 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, Inc.,
S&P, Xxxxx'x, DBRS Limited or DBRS, Inc., (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: April 30, 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-[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 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.
Aggregate Initial Current Notional Amount
Certificate No. [1][2] of the Class [I][II]-XP-[1][2] Certificates
as of the Cut-off Date:
$__________
Class [I][II]-XP-[1][2] Certificate
Initial Notional Amount of the Class
I][II]-XP-[1][2] Certificates as of the
Cut-off Date:
$__________
Date of Pooling and Servicing Agreement
and Cut-off Date:
April 1, 2007 Percentage Interest of this Certificate:
_____%
First Distribution Date:
May 25, 2007
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
[April][June] 25, 2037
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-AR4
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: April 30, 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 CURRENT_BALANCE PAYMENT STATED_ORIGINAL_TERM STATED_REM_TERM
17013304 242605 680.63 360 359
17013297 192479.99 720.01 360 359
17013301 140349.99 481.26 360 359
17012577 336840 1120 360 359
17012579 283323.21 913.46 360 359
17012596 498808.47 1608.2 360 359
17013277 139666.37 450.3 360 359
17013279 729819.99 2350.84 360 359
17013281 451233.76 1142.91 480 479
17013285 267668 1057.67 360 359
17012573 356088 1517 360 359
17051690 437089.99 1725.84 360 359
17051715 239992 774.98 360 360
17051521 760000 2770.83 360 360
17051599 165211.99 669.51 360 359
17051600 299947.99 1184.34 360 359
17051602 120000 487.51 360 360
17051605 140000 466.67 360 360
17051610 184460 766.67 360 359
17051617 293600 1284.51 360 360
17051644 440000 1415.22 360 360
17051649 392000 1260.83 360 360
17051506 459220.19 1163.14 480 479
17051661 324000 1042.12 360 360
17051675 560000 1633.34 360 360
17051681 318400 1194.01 360 360
17051513 444000 1428.08 360 360
17051514 317600 1021.53 360 360
17051683 424000 1567.19 360 360
17051684 461149.99 1677.09 360 359
17051687 500000 1786.22 360 360
17051688 323000 1038.9 360 360
17047887 340000 1275.01 360 360
17047893 364910 1402.92 360 359
17047897 508000 1852.09 360 360
17047906 756000 3622.51 360 360
17051563 298000 1024.38 360 360
17051564 432000 1665.01 360 360
17051567 500000 1608.2 360 360
17051568 471174.99 1419.8 360 359
17051573 536337.49 1783.34 360 359
17051577 224559.99 910.01 360 359
17051591 479186.29 1213.71 480 479
17047713 711000 2295.94 360 360
17047760 271096 1044.85 360 360
17047766 653600 2655.26 360 360
17047785 293698.42 946.91 360 359
17047791 187200 663.01 360 360
17047801 408979.89 1699.84 360 359
17047808 224000 566.4 480 480
17047810 263000 739.69 360 360
17047811 390000 1503.13 360 360
17047822 376000 1331.67 360 360
17047830 300000 1093.75 360 360
17047206 454913.32 1466.68 360 359
17047208 500000 1264.28 480 480
17047844 753880 2976.67 360 359
17047860 295920 1093.78 360 360
17047863 584000 2615.84 360 360
17047864 227125.35 733.67 360 359
17047868 396990 1443.75 360 359
17047869 208000 563.34 360 359
17047873 416000 1690.01 360 360
17047876 305261.24 1205.32 360 359
17047877 275532.11 697.89 480 479
17047880 448000 1820.01 360 360
17043542 417000 1390 360 360
17047729 985000 3518.85 360 360
17047730 536000 1355.31 480 480
17047174 336840 1470 360 359
17047175 520000 2112.5 360 360
17047744 484000 1764.59 360 360
17047181 495840 2220.95 360 360
17047755 520000 1314.86 480 480
17043478 192480 700 360 359
17043480 312000 788.92 480 480
17043486 141954 560.5 360 359
17043499 184000 594.17 360 360
17043502 141151.99 557.34 360 359
17043513 370000 1194.8 360 360
17043533 800000 2833.34 360 360
17043535 920000 3258.34 360 360
17043000 355548.77 1297.92 360 360
17043244 570400 2436.09 360 360
17043246 368000 1610.01 360 360
17043373 302754.99 1101.05 360 359
17043376 328548 1300.51 360 360
17043381 280700 1079.17 360 359
17043309 489220 1626.67 360 359
17043398 300000 1218.76 360 360
17043399 272000 991.67 360 360
17043404 340850 1310.42 360 359
17043413 295000 1075.53 360 360
17043415 460000 1725.01 360 360
17043418 140800 542.67 360 360
17043426 999999 3645.83 360 360
17043429 168420 612.5 360 359
17043448 208434.74 715.01 360 359
17043450 360000 1500.01 360 360
17043468 276689.99 1063.76 360 359
17043475 780000 3331.25 360 360
17042870 240519.8 974.68 360 359
17042875 417040 1646.67 360 359
17042879 366000 1448.75 360 360
17042881 236589.99 835.84 360 359
17042891 224159 791.92 360 359
17042893 541349.99 2250.01 360 359
17041655 182454.99 663.55 360 359
17042912 224560 816.67 360 359
17042914 319350.54 1182.79 360 359
17042918 235000 930.21 360 360
17042921 356809.8 1445.93 360 359
17042926 937500 2370.53 480 480
17042927 325000 1083.34 360 360
17042928 357600 1303.75 360 360
17041641 496000 1595.33 360 360
17042939 657640 2391.67 360 359
17042941 229536 932.5 360 360
17042942 545359.99 2210.01 360 359
17042948 203707.99 825.51 360 359
17042957 310000 783.86 480 480
17042959 210524.99 787.51 360 359
17042968 504000 1732.51 360 360
17042973 250624.99 833.34 360 359
17042984 537340 2624.17 360 359
17042988 187667.99 702.01 360 359
17042994 514126.96 1302.21 480 479
17042999 329600 1060.13 360 360
17042852 164911.24 582.61 360 359
17041617 564208.82 1432.18 480 480
17042859 581450 2235.42 360 359
17034262 308000 1219.17 360 360
17034265 510873.99 2070.26 360 359
17034266 573429.99 1847.09 360 359
17034268 252630 997.5 360 359
17034270 400999.99 1500.01 360 359
17034272 412614.36 1330.31 360 359
17034275 334834.99 1113.34 360 359
17034290 553379.99 1955.01 360 359
17034294 446613.75 1670.63 360 359
17034295 270684.01 956.29 360 359
17034304 417039.99 1690.01 360 359
17034307 311978 1491.17 360 359
17034171 217028.83 546.17 480 479
17034321 1002498.99 3541.67 360 359
17034178 576000 2520 360 360
17034326 436000 1498.76 360 360
17034219 818039.99 2635.01 360 359
17034330 182000 663.55 360 360
17034339 350000 1239.59 360 360
17034182 436900 1104.73 480 480
17034349 157607.29 526.67 360 360
17034354 153181.99 509.34 360 359
17034358 1127812.49 4101.57 360 359
17034359 352078 1170.67 360 359
17034361 172931.25 646.88 360 359
17034368 420000 1706.26 360 360
17034371 292000 1155.84 360 360
17034375 376939.99 1410.01 360 359
17034390 346212.09 876.91 480 479
17042837 184459.99 690.01 360 359
17032895 330824.99 1237.51 360 359
17032898 370524 1116.5 360 359
17032907 344000 1290.01 360 360
17034231 556000 2200.84 360 360
17034240 348000 1119.31 360 360
17034248 418042.5 1780.94 360 359
17034251 221352 736 360 359
17034253 340000 1239.59 360 360
17032875 536000 1730.84 360 360
17032878 501249.99 1927.09 360 359
17032887 648898.1 1643.57 480 479
17032659 489600 2193 360 360
17032889 400000 1625.01 360 360
17032891 591073.99 2211.01 360 359
17032829 352880 1356.67 360 359
17032680 289836.72 845.84 360 360
17032847 287466 1167.84 360 360
17032848 641600 2666.67 360 359
17032637 224000.44 793.33 360 360
17032857 340000 1275.01 360 360
17032873 321200 1037.21 360 360
17032612 518760.8 1672.53 360 359
17032744 492000 2101.25 360 360
17032745 384000 1235.1 360 360
17032746 430374.76 1593.99 360 359
17032748 374636.61 1331.67 360 359
17032750 295592 1170.06 360 360
17032765 312000 1105.01 360 359
17032774 456000 1757.51 360 360
17032776 210043.32 532.01 480 479
17032778 292671.75 1037.71 360 359
17032781 308769.99 1058.76 360 359
17032784 360899.99 1350.01 360 359
17032630 432000 1092.34 480 480
17032803 340000 1381.26 360 360
17032819 664055.99 2760.01 360 359
17032821 480000 1700.01 360 360
17032824 407920.43 1510.82 360 359
17027514 365801.49 1033.6 360 359
17027525 175638 638.75 360 359
17027148 258400 995.92 360 360
17027533 285000 1068.76 360 360
17027153 428800 1084.25 480 480
17027539 584000 1946.67 360 360
17027545 551000 2238.44 360 360
17027548 399200 1621.76 360 360
17032711 465373.45 1901.26 360 359
17032713 413531.24 1632.82 360 359
17032715 650000 1643.57 480 480
17032717 418042.49 1563.76 360 359
17032720 275409 975.41 360 359
17032722 962399.99 3100.01 360 359
17032723 928033.88 3322.37 360 359
17032728 231307.82 985.42 360 359
17032739 418042.49 1520.32 360 359
17021885 386250 1427.66 360 360
17021891 199497.49 725.53 360 359
17021892 299918.75 968.76 360 359
17027357 343416.84 869.83 480 479
17027362 180000 900.01 360 360
17027368 396989.99 1608.76 360 359
17027373 164008.99 528.3 360 359
17027381 421049.99 1575.01 360 359
17027396 212000 861.26 360 360
17027121 298243.75 1115.63 360 359
17027408 244349.35 914.03 360 359
17027410 641499.75 2199.66 360 359
17027411 843750 2713.84 360 360
17027416 272679.99 1020.01 360 359
17027417 368518.99 1416.8 360 359
17027430 154786 707.67 360 359
17027128 509135.43 1289.57 480 479
17027435 406613.99 1436.51 360 359
17027441 626562.49 2539.07 360 359
17027444 264000 1017.51 360 360
17027447 504000 1627.51 360 360
17027454 371326 1350.42 360 359
17027171 1255129.99 4695.01 360 359
17027464 316000 1185.01 360 360
17027473 154786 707.67 360 359
17027475 276689.99 948.76 360 359
17027477 143900.9 585.01 360 359
17027489 364909.99 1478.76 360 359
17027498 263992 1099.97 360 360
17027501 122304.99 533.76 360 359
17027510 484000 1223.83 480 480
17016071 399321.9 1011.43 480 479
17016075 215594.49 720.48 360 359
17016096 325491.35 952.58 360 360
17016099 309474.47 783.86 480 479
17015995 350875 1348.96 360 359
17016105 360000 1725.01 360 360
17016107 164409.99 666.26 360 359
17016108 296990.62 1141.8 360 359
17016133 425059.99 1810.84 360 359
17016135 320719.8 1099.73 360 359
17016014 454913.32 1466.68 360 359
17016140 640000 3333.34 360 360
17016142 508000 1693.34 360 360
17016144 999999 3541.67 360 360
17016150 427274.44 1082.23 480 479
17016159 561400 2041.67 360 359
17016163 498808.47 1608.2 360 359
17016168 142755.99 593.34 360 359
17016173 239999.06 950 360 360
17016177 183750 708.21 360 360
17016178 496000 1601.67 360 360
17016179 513767.21 2028.6 360 359
17016185 276689.99 1035.01 360 359
17016187 531726 2099.5 360 359
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17075697 391335.47 991.2 480 479
17075731 310775 1097.92 360 359
17075816 185462.5 635.94 360 359
17075842 625560 2470 360 359
17075861 449120 2006.67 360 359
17075909 134999.99 392.63 360 359
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17075972 399997.5 1163.75 360 359
17076823 569420 2130 360 359
17076828 311366.79 1153.21 360 359
17076860 284710 1094.58 360 359
17076867 493230 2203.75 360 359
17076913 297542 1205.75 360 359
17077256 235587.5 783.33 360 359
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17078399 404358.37 1680.63 360 359
17078435 203708 719.67 360 359
17078651 541348.29 1575 360 359
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16730439 334179.48 1340.63 360 355
17088805 248620 878.33 360 359
17113458 404000 1641.25 360 359
17113462 561400 2275 360 359
17113491 418042.49 1650.63 360 359
17113494 236590 860.42 360 359
17113499 545360 2096.67 360 359
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17088966 120300 412.5 360 359
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17089206 236581.98 1057.05 360 359
17089217 243485.38 1068.33 360 359
16857171 378234.29 1146.96 480 479
16857215 503145.6 1274.4 480 479
17088728 280187.8 904.17 360 359
17088796 1428562.5 5492.19 360 359
17088708 665660 2697.5 360 359
LOAN_SEQ CURRENT_NET_COUPON TRUSTFEE LPMI MSERV SERV_FEE CURRENT_GROSS_COUPON
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17043448 6.75 0 0 0 0.375 7.125
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17034321 6.875 0 0 0 0.375 7.25
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17034326 6.75 0 0 0 0.375 7.125
17034219 6.5 0 0 0 0.375 6.875
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17032898 6.25 0 0 0 0.375 6.625
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17034248 7.75 0 0 0 0.375 8.125
17034251 6.625 0 0 0 0.375 7
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17032875 6.5 0 0 0 0.375 6.875
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17032889 7.5 0 0 0 0.375 7.875
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17032728 7.75 0 0 0 0.375 8.125
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17021891 7 0 0 0 0.375 7.375
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17027368 7.5 0 0 0 0.375 7.875
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17075861 XXXXXXX XX 00000 Single Family 20370301
17075909 XXXXX XXXXXX XX 00000 Single Family 20370301
17075970 XXX XXXXX XX 00000 Single Family 20370301
17075972 XXXXXX XXXXX XX 00000 Single Family 20370301
17076823 XXXXXX XXXXXX XX 00000 Single Family 20370301
17076828 Xxxxxx XX 00000 Single Family 20370301
17076860 XXXX XX 00000 Single Family 20370301
17076867 Xxxxxx XX 00000 Single Family 20370301
17076913 XXXXXX XX 00000 PUD 20370301
17077256 Xxxxxxxx XX 00000 Condominium 20370301
17078264 Xxxxxxxxxxxxx XX 00000 PUD 20370301
17078378 Xxxxxxx XX 00000 Condominium 20370301
17078399 Xxxxxxxx XX 00000 Single Family 20370301
17078435 XXXXXXXXXXX XX 00000 Single Family 20370301
17078651 XXXXXX XXXXX XX 00000 Single Family 20370301
17078707 Xxxxxxx XX 00000 PUD 20370301
16730439 XXXXXXX XX 00000 Condominium 20361101
17088805 XXXXXX XX 00000 Condominium 20370301
17113458 XXX XXXXXXXXX XX 00000 Condominium 20370301
17113462 XXXXXXX XX 00000 Single Family 20370301
17113491 Xxx Xxxxx XX 00000 Single Family 20370301
17113494 Xxxxxx XX 00000 Single Family 20370301
17113499 Xxxxxxxx XX 00000 Single Family 20370301
17128547 Xxxxxx XX 00000 PUD 20370301
17128772 XXXXXXXX XX 00000 PUD 20370301
17088966 XXXXXXX XX 0000 Single Family 20370301
17088984 Xxxxx XX 00000 Condominium 20370301
17089206 Xxxxx XX 00000 Condominium 20370301
17089217 Xxxxxxx XX 00000 Condominium 20370301
16857171 Xxxxxxx Xxxx XX 00000 Single Family 20470301
16857215 Xxx Xxxxxxx XX 00000 Single Family 20470301
17088728 XXXXXXXXX XX 00000 PUD 20370301
17088796 Xxx Xxxxxxxxx XX 00000 Single Family 20370301
17088708 XXXXXXXXX XX 00000 Single Family 20370301
LOAN_SEQ ORIGINAL_BALANCE FIRST_PAY_DATE LOAN_TO_VALUE MI MERS_ID1
17013304 242000 20070401 68.16999817 No MI 1.00E+17
17013297 192000 20070401 80 No MI 1.00E+17
17013301 140000 20070401 80 No MI 1.00E+17
17012577 336000 20070401 80 No MI 1.00E+17
17012579 284000 20070401 80 No MI 1.00E+17
17012596 500000 20070401 75.76000214 No MI 1.00E+17
17013277 140000 20070401 80 No MI 1.00E+17
17013279 728000 20070401 80 No MI 1.00E+17
17013281 452000 20070401 80 No MI 1.00E+17
17013285 267200 20070401 80 No MI 1.00E+17
17012573 355200 20070401 80 No MI 1.00E+17
17051690 436000 20070401 80 No MI 1.00E+17
17051715 239992 20070501 80 No MI 1.00E+17
17051521 760000 20070501 80 No MI 1.00E+17
17051599 164800 20070401 80 No MI 1.00E+17
17051600 299200 20070401 80 No MI 1.00E+17
17051602 120000 20070501 80 No MI 1.00E+17
17051605 140000 20070501 68.62999725 No MI 1.00E+17
17051610 184000 20070401 80 No MI 1.00E+17
17051617 293600 20070501 80 No MI 1.00E+17
17051644 440000 20070501 80 No MI 1.00E+17
17051649 392000 20070501 80 No MI 1.00E+17
17051506 460000 20070401 78.09999847 No MI 1.00E+17
17051661 324000 20070501 80 No MI 1.00E+17
17051675 560000 20070501 77.77999878 No MI 1.00E+17
17051681 318400 20070501 80 No MI 1.00E+17
17051513 444000 20070501 80 No MI 1.01E+17
17051514 317600 20070501 80 No MI 1.00E+17
17051683 424000 20070501 80 No MI 1.00E+17
17051684 460000 20070401 80 No MI 1.00E+17
17051687 500000 20070501 67.56999969 No MI 1.00E+17
17051688 323000 20070501 74.25 No MI 1.00E+17
17047887 340000 20070501 80 No MI 1.00E+17
17047893 364000 20070401 80 No MI 1.00E+17
17047897 508000 20070501 80 No MI 1.00E+17
17047906 756000 20070501 80 No MI 1.00E+17
17051563 298000 20070501 48.29999924 No MI 1.00E+17
17051564 432000 20070501 80 No MI 1.00E+17
17051567 500000 20070501 74.06999969 No MI 1.00E+17
17051568 470000 20070401 69.73000336 No MI 1.00E+17
17051573 535000 20070401 67.30000305 No MI 1.00E+17
17051577 224000 20070401 80 No MI 1.00E+17
17051591 480000 20070401 80 No MI 1.00E+17
17047713 711000 20070501 76.86000061 No MI 1.00E+17
17047760 271096 20070501 80 No MI 1.00E+17
17047766 653600 20070501 80 No MI 1.00E+17
17047785 294400 20070401 80 No MI 1.00E+17
17047791 187200 20070501 80 No MI 1.00E+17
17047801 407960 20070401 80 No MI 1.00E+17
17047808 224000 20070501 80 No MI 1.00E+17
17047810 263000 20070501 66.58000183 No MI 1.00E+17
17047811 390000 20070501 75 No MI 1.00E+17
17047822 376000 20070501 55.70000076 No MI 1.00E+17
17047830 300000 20070501 66.66999817 No MI 1.00E+17
17047206 456000 20070401 80 No MI 1.00E+17
17047208 500000 20070501 75.76000214 No MI 1.00E+17
17047844 752000 20070401 80 No MI 1.00E+17
17047860 295920 20070501 80 No MI 1.00E+17
17047863 584000 20070501 80 No MI 1.00E+17
17047864 227200 20070401 80 No MI 1.00E+17
17047868 396000 20070401 80 No MI 1.00E+17
17047869 208000 20070401 80 No MI 1.00E+17
17047873 416000 20070501 80 No MI 1.00E+17
17047876 304500 20070401 70 No MI 1.00E+17
17047877 276000 20070401 80 No MI 1.00E+17
17047880 448000 20070501 80 No MI 1.00E+17
17043542 417000 20070501 64.65000153 No MI 1.00E+17
17047729 985000 20070501 49.25 No MI 1.00E+17
17047730 536000 20070501 80 No MI 1.00E+17
17047174 336000 20070401 80 No MI 1.00E+17
17047175 520000 20070501 80 No MI 1.00E+17
17047744 484000 20070501 80 No MI 1.00E+17
17047181 495840 20070501 80 No MI 1.00E+17
17047755 520000 20070501 80 No MI 1.00E+17
17043478 192000 20070401 80 No MI 1.00E+17
17043480 312000 20070501 80 No MI 1.00E+17
17043486 141600 20070401 80 No MI 1.00E+17
17043499 184000 20070501 59.93000031 No MI 1.00E+17
17043502 140800 20070401 80 No MI 1.00E+17
17043513 370000 20070501 72.55000305 No MI 1.00E+17
17043533 800000 20070501 80 No MI 1.00E+17
17043535 920000 20070501 80 No MI 1.00E+17
17043000 356000 20070501 79.11000061 No MI 1.00E+17
17043244 570400 20070501 80 No MI 1.00E+17
17043246 368000 20070501 80 No MI 1.00E+17
17043373 302000 20070401 79.47000122 No MI 1.00E+17
17043376 328548 20070501 80 No MI 1.00E+17
17043381 280000 20070401 80 No MI 1.00E+17
17043309 488000 20070401 80 No MI 1.00E+17
17043398 300000 20070501 80 No MI 1.00E+17
17043399 272000 20070501 80 No MI 1.00E+17
17043404 340000 20070401 80 No MI 1.00E+17
17043413 295000 20070501 67.05000305 No MI 1.00E+17
17043415 460000 20070501 80 No MI 1.00E+17
17043418 140800 20070501 80 No MI 1.00E+17
17043426 999999 20070501 79.68000031 No MI 1.00E+17
17043429 168000 20070401 80 No MI 1.00E+17
17043448 208000 20070401 80 No MI 1.00E+17
17043450 360000 20070501 80 No MI 1.00E+17
17043468 276000 20070401 80 No MI 1.00E+17
17043475 780000 20070501 80 No MI 1.00E+17
17042870 239920 20070401 80 No MI 1.00E+17
17042875 416000 20070401 80 No MI 1.00E+17
17042879 366000 20070501 80 No MI 1.00E+17
17042881 236000 20070401 80 No MI 1.00E+17
17042891 223600 20070401 80 No MI 1.00E+17
17042893 540000 20070401 80 No MI 1.00E+17
17041655 182000 20070401 77.77999878 No MI 1.00E+17
17042912 224000 20070401 80 No MI 1.00E+17
17042914 320000 20070401 80 No MI 1.00E+17
17042918 235000 20070501 79.93000031 No MI 1.00E+17
17042921 355920 20070401 80 No MI 1.00E+17
17042926 937500 20070501 75 No MI 1.00E+17
17042927 325000 20070501 55.56000137 No MI 1.00E+17
17042928 357600 20070501 80 No MI 1.00E+17
17041641 496000 20070501 80 No MI 1.00E+17
17042939 656000 20070401 80 No MI 1.00E+17
17042941 229536 20070501 80 No MI 1.00E+17
17042942 544000 20070401 80 No MI 1.00E+17
17042948 203200 20070401 80 No MI 1.00E+17
17042957 310000 20070501 79.27999878 No MI 1.00E+17
17042959 210000 20070401 68.84999847 No MI 1.00E+17
17042968 504000 20070501 80 No MI 1.00E+17
17042973 250000 20070401 50.50999832 No MI 1.00E+17
17042984 536000 20070401 80 No MI 1.00E+17
17042988 187200 20070401 80 No MI 1.00E+17
17042994 515000 20070401 69.58999634 No MI 1.00E+17
17042999 329600 20070501 80 No MI 1.00E+17
17042852 164500 20070401 70 No MI 1.00E+17
17041617 566400 20070501 80 No MI 1.00E+17
17042859 580000 20070401 80 No MI 1.00E+17
17034262 308000 20070501 80 No MI 1.00E+17
17034265 509600 20070401 80 No MI 1.00E+17
17034266 572000 20070401 80 No MI 1.00E+17
17034268 252000 20070401 80 No MI 1.00E+17
17034270 400000 20070401 80 No MI 1.00E+17
17034272 413600 20070401 80 No MI 1.00E+17
17034275 334000 20070401 69.87000275 No MI 1.00E+17
17034290 552000 20070401 80 No MI 1.00E+17
17034294 445500 20070401 66.98999786 No MI 1.00E+17
17034295 270009 20070401 80 No MI 1.00E+17
17034304 416000 20070401 80 No MI 1.00E+17
17034307 311200 20070401 80 No MI 1.00E+17
17034171 216000 20070401 80 No MI 1.00E+17
17034321 999999 20070401 78.43000031 No MI 1.00E+17
17034178 576000 20070501 80 No MI
17034326 436000 20070501 80 No MI 1.00E+17
17034219 816000 20070401 80 No MI 1.00E+17
17034330 182000 20070501 70 No MI 1.00E+17
17034339 350000 20070501 50.72000122 No MI 1.00E+17
17034182 436900 20070501 79.98999786 No MI 1.00E+17
17034349 158000 20070501 79.80000305 No MI 1.00E+17
17034354 152800 20070401 79.58000183 No MI 1.00E+17
17034358 1125000 20070401 75 No MI 1.00E+17
17034359 351200 20070401 80 No MI 1.00E+17
17034361 172500 20070401 75 No MI 1.00E+17
17034368 420000 20070501 80 No MI 1.00E+17
17034371 292000 20070501 80 No MI 1.00E+17
17034375 376000 20070401 80 No MI 1.00E+17
17034390 346800 20070401 80 No MI 1.00E+17
17042837 184000 20070401 80 No MI 1.00E+17
17032895 330000 20070401 63.45999908 No MI 1.00E+17
17032898 369600 20070401 80 No MI 1.00E+17
17032907 344000 20070501 80 No MI 1.00E+17
17034231 556000 20070501 80 No MI 1.00E+17
17034240 348000 20070501 80 No MI 1.00E+17
17034248 417000 20070401 77.94000244 No MI 1.00E+17
17034251 220800 20070401 80 No MI 1.00E+17
17034253 340000 20070501 80 No MI 1.00E+17
17032875 536000 20070501 80 No MI 1.00E+17
17032878 500000 20070401 80 No MI 1.00E+17
17032887 650000 20070401 73.44999695 No MI 1.00E+17
17032659 489600 20070501 80 No MI 1.00E+17
17032889 400000 20070501 80 No MI 1.00E+17
17032891 589600 20070401 80 No MI 1.00E+17
17032829 352000 20070401 80 No MI 1.00E+17
17032680 290000 20070501 60.41999817 No MI 1.00E+17
17032847 287466 20070501 80 No MI 1.00E+17
17032848 640000 20070401 80 No MI 1.00E+17
17032637 224000 20070501 80 No MI 1.00E+17
17032857 340000 20070501 80 No MI 1.00E+17
17032873 321200 20070501 79.98999786 No MI 1.00E+17
17032612 520000 20070401 80 No MI
17032744 492000 20070501 80 No MI 1.00E+17
17032745 384000 20070501 80 No MI 1.00E+17
17032746 431250 20070401 75 No MI 1.00E+17
17032748 376000 20070401 79.83000183 No MI 1.00E+17
17032750 295592 20070501 80 No MI 1.00E+17
17032765 312000 20070401 80 No MI 1.00E+17
17032774 456000 20070501 80 No MI 1.00E+17
17032776 210400 20070401 80 No MI 1.00E+17
17032778 293000 20070401 59.79999924 No MI 1.00E+17
17032781 308000 20070401 80 No MI 1.00E+17
17032784 360000 20070401 80 No MI 1.00E+17
17032630 432000 20070501 80 No MI 1.00E+17
17032803 340000 20070501 80 No MI 1.00E+17
17032819 662400 20070401 80 No MI 1.00E+17
17032821 480000 20070501 80 No MI 1.00E+17
17032824 408750 20070401 75 No MI 1.00E+17
17027514 367500 20070401 58.33000183 No MI 1.00E+17
17027525 175200 20070401 80 No MI 1.00E+17
17027148 258400 20070501 80 No MI 1.00E+17
17027533 285000 20070501 71.25 No MI 1.00E+17
17027153 428800 20070501 80 No MI 1.00E+17
17027539 584000 20070501 80 No MI 1.00E+17
17027545 551000 20070501 55.93999863 No MI 1.00E+17
17027548 399200 20070501 80 No MI 1.00E+17
17032711 468000 20070401 80 No MI 1.00E+17
17032713 412500 20070401 75 No MI 1.00E+17
17032715 650000 20070501 74.70999908 No MI 1.00E+17
17032717 417000 20070401 77.22000122 No MI 1.00E+17
17032720 275409 20070401 63.16999817 No MI 1.00E+17
17032722 960000 20070401 80 No MI 1.00E+17
17032723 930000 20070401 41.33000183 No MI 1.00E+17
17032728 230731 20070401 80 No MI 1.00E+17
17032739 417000 20070401 78.68000031 No MI 1.00E+17
17021885 386250 20070501 75 No MI 1.00E+17
17021891 199000 20070401 69.81999969 No MI 1.00E+17
17021892 300000 20070401 80 No MI 1.00E+17
17027357 344000 20070401 80 No MI 1.00E+17
17027362 180000 20070501 80 No MI 1.00E+17
17027368 396000 20070401 80 No MI 1.00E+17
17027373 163600 20070401 56.40999985 No MI 1.00E+17
17027381 420000 20070401 79.84999847 No MI 1.00E+17
17027396 212000 20070501 80 No MI 1.00E+17
17027121 297500 20070401 70 No MI 1.00E+17
17027408 243740 20070401 80 No MI 1.00E+17
17027410 639900 20070401 80 No MI 1.00E+17
17027411 843750 20070501 75 No MI 1.00E+17
17027416 272000 20070401 80 No MI 1.00E+17
17027417 367600 20070401 80 No MI 1.00E+17
17027430 154400 20070401 80 No MI 1.00E+17
17027128 510000 20070401 57.63000107 No MI 1.00E+17
17027435 405600 20070401 80 No MI 1.00E+17
17027441 625000 20070401 69.44000244 No MI 1.00E+17
17027444 264000 20070501 80 No MI 1.00E+17
17027447 504000 20070501 80 No MI 1.00E+17
17027454 370400 20070401 80 No MI 1.00E+17
17027171 1252000 20070401 73.65000153 No MI 1.00E+17
17027464 316000 20070501 80 No MI 1.00E+17
17027473 154400 20070401 80 No MI 1.00E+17
17027475 276000 20070401 80 No MI 1.00E+17
17027477 144000 20070401 80 No MI 1.00E+17
17027489 364000 20070401 80 No MI 1.00E+17
17027498 263992 20070501 80 No MI 1.00E+17
17027501 122000 20070401 80 No MI 1.00E+17
17027510 484000 20070501 80 No MI 1.00E+17
17016071 400000 20070401 80 No MI 1.00E+17
17016075 224000 20070401 80 No MI 1.00E+17
17016096 326597 20070501 80 No MI 1.00E+17
17016099 310000 20070401 80 No MI 1.00E+17
17015995 350000 20070401 51.24000168 No MI 1.00E+17
17016105 360000 20070501 80 No MI 1.00E+17
17016107 164000 20070401 80 No MI 1.00E+17
17016108 296250 20070401 75 No MI 1.00E+17
17016133 424000 20070401 80 No MI 1.00E+17
17016135 319920 20070401 80 No MI 1.00E+17
17016014 456000 20070401 80 No MI 1.00E+17
17016140 640000 20070501 80 No MI 1.00E+17
17016142 508000 20070501 79.5 No MI 1.00E+17
17016144 999999 20070501 79.37000275 No MI 1.00E+17
17016150 428000 20070401 80 No MI 1.00E+17
17016159 560000 20070401 80 No MI 1.00E+17
17016163 500000 20070401 79.37000275 No MI 1.00E+17
17016168 142400 20070401 80 No MI 1.00E+17
17016173 239999.06 20070501 80 No MI 1.00E+17
17016177 183750 20070501 75 No MI 1.00E+17
17016178 496000 20070501 80 No MI 1.00E+17
17016179 512486 20070401 80 No MI 1.00E+17
17016185 276000 20070401 80 No MI 1.00E+17
17016187 530400 20070401 80 No MI 1.00E+17
17016189 999950 20070401 68.26000214 No MI 1.00E+17
17016030 492000 20070401 80 No MI 1.00E+17
17016195 392000 20070401 80 No MI 1.00E+17
17016196 485000 20070401 76.98000336 No MI 1.00E+17
17016203 479200 20070401 80 No MI 1.00E+17
17016209 352000 20070401 80 No MI 1.00E+17
17016212 439200 20070401 80 No MI 1.00E+17
17016215 468000 20070401 80 No MI 1.00E+17
17016217 337600 20070401 80 No MI 1.00E+17
17016221 400000 20070401 80 No MI 1.00E+17
17016225 314900 20070401 78.73000336 No MI 1.00E+17
17016037 632000 20070401 74.34999847 No MI 1.00E+17
17016228 216800 20070401 80 No MI 1.00E+17
17016234 416000 20070401 80 No MI 1.00E+17
17020893 382400 20070401 79.91999817 No MI 1.00E+17
17020901 228000 20070401 80 No MI 1.00E+17
17020905 328000 20070401 80 No MI 1.00E+17
17020911 322400 20070401 80 No MI 1.00E+17
17020922 500000 20070401 71.43000031 No MI 1.00E+17
17020928 628000 20070401 80 No MI 1.00E+17
17020931 308800 20070401 80 No MI 1.00E+17
17020352 696000 20070501 80 No MI 1.00E+17
17020942 360000 20070401 80 No MI 1.00E+17
17020363 599400 20070401 79.08000183 No MI 1.00E+17
17020946 320000 20070501 80 No MI 1.00E+17
17020948 532000 20070401 80 No MI 1.00E+17
17020962 231920 20070401 80 No MI 1.00E+17
17020366 376000 20070401 80 No MI
17020972 211200 20070401 80 No MI 1.00E+17
17020982 356000 20070401 80 No MI 1.00E+17
17020985 710000 20070501 70.86000061 No MI 1.00E+17
17020988 650000 20070401 76.90000153 No MI 1.00E+17
17020996 591200 20070401 80 No MI 1.00E+17
17021008 188500 20070401 65 No MI 1.00E+17
17021719 276000 20070401 80 No MI 1.00E+17
17021720 433600 20070401 80 No MI 1.00E+17
17021744 1256000 20070401 74.98999786 No MI 1.00E+17
17021745 375000 20070501 75 No MI 1.00E+17
17021642 156000 20070401 80 No MI 1.00E+17
17021749 484000 20070401 80 No MI 1.00E+17
17021758 184000 20070401 80 No MI 1.00E+17
17021768 476000 20070401 80 No MI 1.00E+17
17021776 364000 20070401 80 No MI 1.00E+17
17021793 263996 20070401 80 No MI 1.00E+17
17021801 417000 20070401 78.68000031 No MI 1.00E+17
17021697 578500 20070401 65.73999786 No MI 1.00E+17
17021807 348000 20070401 80 No MI 1.00E+17
17021814 415000 20070401 74.11000061 No MI 1.00E+17
17021817 232000 20070501 80 No MI 1.00E+17
17021659 319200 20070401 80 No MI 1.00E+17
17021824 428000 20070501 80 No MI 1.00E+17
17021661 206400 20070501 80 No MI 1.00E+17
17021834 544956 20070501 80 No MI 1.00E+17
17021839 195000 20070501 74.97000122 No MI 1.00E+17
17021844 324000 20070401 80 No MI 1.00E+17
17021845 390000 20070401 62.90000153 No MI 1.00E+17
17021669 417600 20070401 72 No MI 1.00E+17
17021864 796000 20070401 80 No MI 1.00E+17
17021708 528700 20070401 75.52999878 No MI 1.00E+17
17021872 297600 20070501 80 No MI 1.00E+17
17021676 306160 20070401 80 No MI 1.00E+17
17021877 142400 20070401 80 No MI 1.00E+17
17021882 410000 20070501 62.11999893 No MI 1.00E+17
17021883 422400 20070401 80 No MI 1.00E+17
17016068 155200 20070501 80 No MI 1.00E+17
17014461 288000 20070401 80 No MI 1.00E+17
17014462 269000 20070401 76.86000061 No MI 1.00E+17
17014458 232000 20070401 80 No MI 1.00E+17
17014642 247348 20070401 76.11000061 No MI 1.00E+17
17014643 480000 20070501 80 No MI 1.00E+17
17012562 328000 20070401 80 No MI 1.00E+17
17012536 692000 20070401 80 No MI 1.00E+17
17012541 374500 20070401 72.01999664 No MI 1.00E+17
17012545 264000 20070401 80 No MI 1.00E+17
17012549 472000 20070401 80 No MI 1.00E+17
17133043 372000 20070401 80 No MI 1.00E+17
17133052 250000 20070401 49.02000046 No MI 1.00E+17
17133060 408000 20070401 80 No MI 1.00E+17
17130574 280000 20070401 80 No MI 1.00E+17
17168571 238000 20070501 70 No MI 1.00E+17
17154252 105000 20070501 79.55000305 No MI 1.00E+17
17154253 166000 20070501 79.80999756 No MI 1.00E+17
17154262 480000 20070501 80 No MI 1.00E+17
17154293 375000 20070501 71.43000031 No MI 1.00E+17
17155295 235077 20070501 80 No MI 1.00E+17
17155375 205000 20070501 75.93000031 No MI 1.00E+17
17155388 143200 20070501 80 No MI 1.00E+17
17155390 250000 20070501 32.13000107 No MI 1.00E+17
17155392 420000 20070501 80 No MI 1.00E+17
17155287 240000 20070501 80 No MI 1.00E+17
17159790 236000 20070501 80 No MI 1.00E+17
17159827 200000 20070601 71.68000031 No MI 1.00E+17
17159830 172000 20070501 80 No MI 1.00E+17
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17011386 916000 20070401 80 No MI
17011388 360000 20070401 80 No MI 1.00E+17
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16991844 228000 20070301 80 No MI 1.00E+17
16991865 352000 20070301 80 No MI 1.00E+17
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16991878 165600 20070301 80 No MI 1.00E+17
16994979 328000 20070201 80 No MI 1.00E+17
16995079 380000 20070401 80 No MI 1.00E+17
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16995364 196000 20070401 80 No MI 1.00E+17
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16991744 304000 20070401 80 No MI 1.00E+17
16991772 380000 20070401 80 No MI 1.00E+17
16991549 404000 20070401 80 No MI 1.00E+17
16991559 678900 20070301 80 No MI 1.00E+17
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16991664 183600 20070301 80 No MI 1.00E+17
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16990400 312000 20070301 80 No MI 1.00E+17
16991438 428000 20070301 80 No MI 1.00E+17
16991493 224000 20070301 70 No MI 1.00E+17
16991496 254400 20070301 78.27999878 No MI 1.00E+17
16990141 624000 20070301 80 No MI 1.00E+17
16990142 220000 20070401 80 No MI 1.00E+17
16990147 293600 20070401 80 No MI 1.00E+17
16990153 417000 20070401 79.43000031 No MI 1.00E+17
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16990318 396500 20070401 65 No MI 1.00E+17
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16990338 323200 20070301 80 No MI 1.00E+17
16985132 185600 20070401 80 No MI 1.00E+17
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16990089 404000 20070401 80 No MI 1.00E+17
16990091 374000 20070301 80 No MI 1.00E+17
16990092 480000 20070301 80 No MI 1.00E+17
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16984945 546400 20070301 80 No MI 1.00E+17
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16981401 212000 20070401 80 No MI 1.00E+17
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16981708 453843 20070401 80 No MI 1.00E+17
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16979557 612000 20070301 80 No MI 1.00E+17
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16974473 440000 20070401 80 No MI 1.00E+17
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16978923 157500 20070301 90 PMI 1.00E+17
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16973888 325000 20070401 65 No MI 1.00E+17
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16973973 892000 20070301 80 No MI 1.00E+17
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17059399 380000 20070401 79.16999817 No MI 1.00E+17
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17059414 192000 20070401 80 No MI 1.00E+17
17059430 748000 20070401 80 No MI 1.00E+17
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17059524 212000 20070401 80 No MI 1.00E+17
17059531 840000 20070401 67.19999695 No MI 1.00E+17
17059550 317600 20070401 80 No MI 1.00E+17
17059554 226000 20070401 79.30000305 No MI 1.00E+17
17059595 1000000 20070401 74.06999969 No MI 1.00E+17
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17042528 363750 20070401 75 No MI 1.00E+17
17042531 325500 20070401 70 No MI 1.00E+17
17042540 396000 20070401 80 No MI 1.00E+17
17042549 252000 20070401 80 No MI 1.00E+17
17042567 400000 20070401 68.97000122 No MI 1.00E+17
17042581 126000 20070401 78.75 No MI 1.00E+17
17042593 248000 20070401 80 No MI 1.00E+17
17042595 360000 20070401 80 No MI 1.00E+17
17042602 647400 20070401 78 No MI 1.00E+17
17042608 596000 20070401 80 No MI 1.00E+17
17042630 264000 20070401 80 No MI 1.00E+17
17042636 645000 20070401 75.87999725 No MI 1.00E+17
17042660 472000 20070401 80 No MI 1.00E+17
17042665 360380 20070401 80 No MI 1.00E+17
17042683 424000 20070401 80 No MI 1.00E+17
17042688 300000 20070401 70.58999634 No MI 1.00E+17
17042706 272000 20070401 80 No MI 1.00E+17
17042710 628000 20070401 80 No MI 1.00E+17
17042731 411000 20070401 79.80999756 No MI 1.00E+17
17042785 856450 20070401 64.63999939 No MI 1.00E+17
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17042798 208000 20070401 80 No MI 1.00E+17
17042802 200000 20070401 64.51999664 No MI 1.00E+17
17042804 248000 20070401 80 No MI 1.00E+17
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17042817 432000 20070401 80 No MI 1.00E+17
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17043801 292000 20070401 80 No MI 1.00E+17
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17043871 179600 20070401 80 No MI 1.00E+17
17043876 350000 20070401 74.47000122 No MI 1.00E+17
17043899 645000 20070401 66.15000153 No MI 1.00E+17
17043929 428000 20070401 80 No MI 1.00E+17
17043938 292000 20070401 80 No MI 1.00E+17
17043946 662000 20070401 62.93000031 No MI 1.00E+17
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17043961 640000 20070401 80 No MI 1.00E+17
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17044053 296000 20070301 80 No MI 1.00E+17
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17048038 416000 20070401 80 No MI 1.00E+17
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17048078 560000 20070401 80 No MI 1.00E+17
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17034745 208800 20070401 80 No MI 1.00E+17
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17034839 454400 20070401 80 No MI 1.00E+17
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17042429 480000 20070401 80 No MI 1.00E+17
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16839012 432000 20070301 80 No MI
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17055204 315200 20070401 80 No MI 1.00E+17
17055205 508000 20070401 80 No MI 1.00E+17
17057036 650000 20070501 72.22000122 No MI 1.00E+17
17057043 224000 20070501 80 No MI 1.00E+17
17057047 220000 20070501 80 No MI 1.00E+17
17057049 295120 20070401 80 No MI 1.00E+17
17057061 411750 20070501 75 No MI 1.00E+17
17057069 560800 20070501 80 No MI 1.00E+17
17057072 321600 20070501 80 No MI 1.00E+17
17057082 334400 20070401 80 No MI 1.00E+17
17057094 225600 20070501 80 No MI 1.00E+17
17057097 269500 20070401 70 No MI 1.00E+17
17057112 356000 20070501 80 No MI 1.00E+17
17056968 308800 20070401 80 No MI 1.00E+17
17056973 500000 20070501 77.51999664 No MI 1.00E+17
17057134 477600 20070501 80 No MI 1.00E+17
17057140 312000 20070501 80 No MI 1.00E+17
17057143 384000 20070501 80 No MI 1.00E+17
17057156 208000 20070501 80 No MI 1.00E+17
17057159 580000 20070501 80 No MI 1.00E+17
17057024 420000 20070501 80 No MI 1.00E+17
17057178 376000 20070501 80 No MI 1.00E+17
17057184 320000 20070501 80 No MI 1.00E+17
17057190 290000 20070501 65.91000366 No MI 1.00E+17
17057195 230240 20070401 80 No MI 1.00E+17
17057032 284000 20070501 63.38999939 No MI 1.00E+17
17056992 488000 20070401 79.73999786 No MI 1.00E+17
17056994 192800 20070501 80 No MI 1.00E+17
17057217 548800 20070501 80 No MI 1.00E+17
17057223 364000 20070501 80 No MI 1.00E+17
17058779 520000 20070501 80 No MI 1.00E+17
17058782 476000 20070501 80 No MI 1.00E+17
17058784 472000 20070501 80 No MI 1.00E+17
17058799 880000 20070501 80 No MI 1.00E+17
17058801 334400 20070501 79.98000336 No MI 1.00E+17
17058678 270400 20070401 80 No MI 1.00E+17
17058825 144000 20070501 80 No MI 1.00E+17
17058683 620000 20070401 80 No MI 1.00E+17
17058828 496000 20070501 80 No MI 1.00E+17
17058685 456000 20070401 80 No MI 1.00E+17
17058839 289176 20070501 80 No MI 1.00E+17
17058841 344000 20070401 80 No MI 1.00E+17
17058849 500000 20070401 80 No MI 1.00E+17
17058851 580800 20070501 80 No MI 1.00E+17
17058855 430200 20070401 80 No MI 1.00E+17
17058858 460800 20070401 80 No MI 1.00E+17
17058861 131200 20070501 80 No MI 1.00E+17
17058864 687813 20070501 79.98000336 No MI 1.00E+17
17058754 356000 20070501 80 No MI 1.00E+17
17058867 416000 20070501 80 No MI 1.00E+17
17058882 564000 20070501 80 No MI 1.00E+17
17058883 367500 20070501 75 No MI 1.00E+17
17058893 384000 20070501 80 No MI 1.00E+17
17058916 440800 20070501 80 No MI 1.00E+17
17058927 263000 20070501 73.05999756 No MI 1.00E+17
17058938 458000 20070501 69.91999817 No MI 1.00E+17
17058945 292000 20070501 80 No MI 1.00E+17
17058956 392000 20070501 80 No MI 1.00E+17
17058975 500000 20070501 75.76000214 No MI 1.00E+17
17058737 175000 20070501 70 No MI 1.00E+17
17058738 393920 20070501 80 No MI 1.00E+17
17058743 188000 20070401 80 No MI 1.00E+17
17060310 336000 20070501 80 No MI 1.00E+17
17060313 280000 20070501 56.56999969 No MI 1.00E+17
17060314 315250 20070501 79.80999756 No MI 1.00E+17
17060316 135000 20070501 22.5 No MI 1.00E+17
17060320 400000 20070501 80 No MI 1.00E+17
17060328 265000 20070501 74.01999664 No MI 1.00E+17
17060334 876000 20070501 79.63999939 No MI 1.00E+17
17060344 362500 20070501 74.58999634 No MI 1.00E+17
17060345 412500 20070501 75 No MI 1.00E+17
17060366 288000 20070501 80 No MI 1.00E+17
17060397 512500 20070501 64.87000275 No MI 1.00E+17
17060398 480000 20070501 80 No MI 1.00E+17
17060287 88000 20070501 77.87999725 No MI 1.00E+17
17060248 1310000 20070501 62.38000107 No MI 1.00E+17
17060250 475000 20070501 74.22000122 No MI 1.00E+17
17060430 708000 20070501 80 No MI 1.00E+17
17060432 301000 20070501 55.74000168 No MI 1.00E+17
17060256 408000 20070501 80 No MI 1.00E+17
17060448 256000 20070501 80 No MI 1.00E+17
17060266 233100 20070501 74 No MI 1.00E+17
17055043 485000 20070501 67.36000061 No MI 1.00E+17
17055048 728000 20070501 80 No MI 1.00E+17
17055065 252000 20070501 80 No MI 1.00E+17
17055066 768000 20070501 80 No MI 1.00E+17
17055020 440000 20070501 80 No MI 1.00E+17
17055022 305000 20070501 70.93000031 No MI 1.00E+17
17055027 219920 20070501 80 No MI 1.00E+17
17055035 544000 20070501 80 No MI 1.00E+17
17054876 601600 20070401 80 No MI 1.00E+17
17051730 183200 20070501 80 No MI 1.00E+17
17051736 713972 20070501 80 No MI 1.00E+17
17051739 406000 20070501 64.95999908 No MI 1.00E+17
17051740 504000 20070501 80 No MI 1.00E+17
17051744 500000 20070501 80 No MI 1.00E+17
17051746 408000 20070501 80 No MI 1.00E+17
17051750 199200 20070501 80 No MI 1.00E+17
17051760 153600 20070401 80 No MI 1.00E+17
17051761 244000 20070401 78.70999908 No MI 1.00E+17
17051766 340000 20070501 80 No MI 1.00E+17
17051770 216200 20070401 80 No MI 1.00E+17
17051778 636000 20070501 80 No MI 1.00E+17
17051779 424000 20070401 80 No MI 1.00E+17
17051784 444000 20070401 80 No MI 1.00E+17
17051787 815000 20070501 74.08999634 No MI 1.00E+17
17052762 600000 20070501 80 No MI 1.00E+17
17052770 382000 20070501 80 No MI 1.00E+17
17052779 528000 20070401 80 No MI 1.00E+17
17052785 286000 20070501 71.5 No MI 1.00E+17
17052786 692000 20070401 80 No MI 1.00E+17
17052792 255750 20070501 75 No MI 1.00E+17
17052817 298800 20070501 80 No MI 1.00E+17
17052830 323600 20070501 79.98999786 No MI 1.00E+17
17052835 200000 20070501 80 No MI 1.00E+17
17052848 271200 20070401 80 No MI 1.00E+17
17052850 364000 20070401 80 No MI 1.00E+17
17052866 146000 20070501 62.65999985 No MI 1.00E+17
17052867 252000 20070401 80 No MI 1.00E+17
17052872 172000 20070401 80 No MI 1.00E+17
17052881 417000 20070401 78.69000244 No MI 1.00E+17
17052883 780000 20070401 80 No MI 1.00E+17
17052891 324000 20070401 80 No MI 1.00E+17
17052717 388000 20070501 80 No MI 1.01E+17
17052895 1237500 20070501 75 No MI 1.00E+17
17052896 708000 20070501 80 No MI 1.00E+17
17052897 260000 20070501 76.47000122 No MI 1.00E+17
17052718 313000 20070401 74.51999664 No MI
17052909 368000 20070501 80 No MI 1.00E+17
17052913 404000 20070401 80 No MI 1.00E+17
17052930 164500 20070501 70 No MI 1.00E+17
17052952 395200 20070401 80 No MI 1.00E+17
17052731 360000 20070501 80 No MI 1.00E+17
17052967 186000 20070501 73.95999908 No MI 1.00E+17
17052969 320800 20070401 80 No MI 1.00E+17
17052976 596700 20070501 79.55999756 No MI 1.00E+17
17052979 496000 20070501 73.48000336 No MI 1.00E+17
17052981 500000 20070401 78.12999725 No MI 1.00E+17
17052993 332000 20070501 80 No MI 1.00E+17
17054952 185650 20070501 79 No MI 1.00E+17
17054954 432000 20070501 80 No MI 1.00E+17
17054957 360000 20070501 80 No MI 1.00E+17
17054961 333000 20070501 55.5 No MI 1.00E+17
17054976 412000 20070501 80 No MI 1.00E+17
17054978 584000 20070401 80 No MI 1.00E+17
17054984 708000 20070501 80 No MI 1.00E+17
17054856 373600 20070501 80 No MI
17054987 340000 20070401 64.15000153 No MI 1.00E+17
17055007 471200 20070501 80 No MI 1.00E+17
17055008 348000 20070401 80 No MI 1.00E+17
17054861 204000 20070501 80 No MI 1.00E+17
17055012 184000 20070401 80 No MI 1.00E+17
17054868 456000 20070501 80 No MI 1.00E+17
17055016 153600 20070401 80 No MI 1.00E+17
16969051 987000 20070201 44.36000061 No MI 1.00E+17
16704738 212000 20070101 80 No MI 1.00E+17
16704568 210000 20061201 80 No MI 1.00E+17
16803581 203000 20070201 67.66999817 No MI 1.00E+17
16801612 188000 20070401 73.73000336 No MI 1.00E+17
16801625 188000 20070401 73.73000336 No MI 1.00E+17
16801790 255000 20070201 40.47999954 No MI 1.00E+17
16798896 180000 20070201 50 No MI 1.00E+17
16798264 373600 20070201 80 No MI 1.00E+17
16790950 392000 20070401 80 No MI 1.00E+17
16798549 403500 20061001 75 No MI 1.00E+17
16791169 414400 20070201 80 No MI 1.00E+17
16788548 185600 20070201 80 No MI 1.00E+17
16779071 212000 20070201 72.59999847 No MI 1.00E+17
16781021 576000 20070101 80 No MI 1.00E+17
16781453 405000 20070301 75 No MI 1.00E+17
16778291 327200 20070401 80 No MI 1.00E+17
16775225 920000 20070101 80 No MI 1.00E+17
16776547 168000 20061201 80 No MI 1.00E+17
16772589 620000 20070101 80 No MI 1.00E+17
16770655 345600 20070401 80 No MI 1.00E+17
16770703 520000 20070301 80 No MI 1.00E+17
16765110 216000 20070201 73.22000122 No MI 1.00E+17
16731494 364800 20070101 80 No MI 1.00E+17
16731657 528000 20070101 80 No MI 1.00E+17
16848692 252000 20061101 80 No MI
17028130 650000 20070201 73.98999786 No MI 1.00E+17
16966571 167200 20070201 80 No MI 1.00E+17
16848699 391784 20070201 80 No MI 1.00E+17
17021524 316800 20070201 80 No MI 1.00E+17
17076096 248000 20070401 79.48999786 No MI 1.00E+17
16814852 187200 20070101 76.41000366 No MI 1.00E+17
16730091 272000 20070301 80 No MI 1.00E+17
16642707 372000 20061001 80 No MI 1.00E+17
16851442 650000 20070301 78.30999756 No MI 1.00E+17
16845521 392000 20070401 80 No MI 1.00E+17
16851589 340126 20070401 80 No MI 1.00E+17
16851624 344000 20070301 80 No MI 1.00E+17
16851661 292000 20070401 80 No MI 1.00E+17
16852463 312000 20070301 80 No MI 1.00E+17
16847163 472000 20070301 80 No MI 1.00E+17
16852597 448000 20070501 80 No MI 1.00E+17
16848750 340000 20070301 80 No MI 1.00E+17
16851510 576000 20070401 80 No MI 1.00E+17
16856290 600000 20070401 52.16999817 No MI 1.00E+17
16856308 276000 20070401 80 No MI 1.00E+17
16856192 230400 20070401 80 No MI 1.00E+17
16832479 456000 20070401 80 No MI 1.00E+17
16832480 560000 20070301 80 No MI 1.00E+17
16834840 317000 20070501 71.55999756 No MI
16838299 480000 20070301 80 No MI 1.00E+17
16838333 267650 20070401 80 No MI 1.00E+17
16843805 472500 20070501 70 No MI 1.00E+17
16843999 280000 20070501 80 No MI 1.00E+17
16845361 480000 20070401 80 No MI 1.00E+17
16845445 178000 20070501 80 No MI 1.00E+17
16823329 410000 20070201 78.84999847 No MI 1.00E+17
16818712 208000 20070401 80 No MI 1.00E+17
16818732 900000 20070501 75 No MI 1.00E+17
16826187 540000 20070401 80 No MI 1.00E+17
16764807 392000 20070301 80 No MI 1.00E+17
16694738 264000 20061201 80 No MI 1.00E+17
17066673 391300 20070401 70 No MI 1.00E+17
17075480 352500 20070401 75 No MI 1.00E+17
17075485 676000 20070401 80 No MI 1.00E+17
17075493 248000 20070401 80 No MI 1.00E+17
17075542 337500 20070401 75 No MI 1.00E+17
17075561 344000 20070401 80 No MI 1.00E+17
17075563 232000 20070401 80 No MI 1.00E+17
17075565 392000 20070401 80 No MI 1.00E+17
17075616 444000 20070401 79.29000092 No MI 1.00E+17
17075657 1000000 20070401 75.52999878 No MI 1.00E+17
17075662 248000 20070401 80 No MI 1.00E+17
17075665 550000 20070401 73.33000183 No MI 1.00E+17
17075677 348000 20070401 80 No MI 1.00E+17
17075697 392000 20070401 80 No MI 1.00E+17
17075731 310000 20070401 69.66000366 No MI 1.00E+17
17075816 185000 20070401 72.55000305 No MI 1.00E+17
17075842 624000 20070401 80 No MI 1.00E+17
17075861 448000 20070401 80 No MI 1.00E+17
17075909 135000 20070401 50.93999863 No MI 1.00E+17
17075970 365000 20070401 51.77000046 No MI 1.00E+17
17075972 399000 20070401 64.87999725 No MI 1.00E+17
17076823 568000 20070401 80 No MI 1.00E+17
17076828 312000 20070401 80 No MI 1.00E+17
17076860 284000 20070401 80 No MI 1.00E+17
17076867 492000 20070401 80 No MI 1.00E+17
17076913 296800 20070401 80 No MI 1.00E+17
17077256 235000 20070401 88.68000031 Mortgage Guaranty In 1.00E+17
17078264 706700 20070401 75 No MI 1.00E+17
17078378 151425 20070401 75 No MI 1.00E+17
17078399 403350 20070401 74.98999786 No MI 1.00E+17
17078435 203200 20070401 80 No MI 1.00E+17
17078651 540000 20070401 65.05999756 No MI 1.00E+17
17078707 361400 20070401 75 No MI 1.00E+17
16730439 330000 20061201 80 No MI 1.00E+17
17088805 248000 20070401 80 No MI 1.00E+17
17113458 404000 20070401 78.44999695 No MI 1.00E+17
17113462 560000 20070401 77.77999878 No MI 1.00E+17
17113491 417000 20070401 77.22000122 No MI 1.00E+17
17113494 236000 20070401 80 No MI 1.00E+17
17113499 544000 20070401 80 No MI 1.00E+17
17128547 202500 20070401 90 Mortgage Guaranty In 1.00E+17
17128772 205000 20070401 59.41999817 No MI 1.00E+17
17088966 120000 20070401 64.86000061 No MI 1.00E+17
17088984 243920 20070401 79.98000336 No MI 1.00E+17
17089206 235992 20070401 80 No MI 1.00E+17
17089217 244190 20070401 80 No MI 1.00E+17
16857171 378750 20070401 75 No MI 1.00E+17
16857215 504000 20070401 78.75 No MI 1.00E+17
17088728 280000 20070401 66.66999817 No MI 1.00E+17
17088796 1425000 20070401 75 No MI 1.00E+17
17088708 664000 20070401 80 No MI 1.00E+17
LOAN_SEQ MARGIN NEXT_RATE_ADJ_DATE1 MAX_RATE MIN_RATE PER_RATE_CAP
17013304 2.25 20120301 11.375 2.25 1
17013297 2.25 20120301 12.5 2.25 1
17013301 2.25 20120301 12.125 2.25 1
17012577 2.25 20120301 12 2.25 1
17012579 3.375 20070501 9.95 3.375 99
17012596 3.5 20070501 9.95 3.5 99
17013277 3.5 20070501 9.95 3.5 99
17013279 2.25 20120301 11.875 2.25 1
17013281 3.375 20070501 9.95 3.375 99
17013285 2.25 20120301 12.75 2.25 1
17012573 2.25 20120301 13.125 2.25 1
17051690 2.25 20120301 12.75 2.25 1
17051715 2.25 20120401 11.875 2.25 1
17051521 2.25 20120401 12.375 2.25 1
17051599 2.25 20120301 12.875 2.25 1
17051600 2.25 20120301 12.75 2.25 1
17051602 2.25 20120401 12.875 2.25 1
17051605 2.25 20120401 12 2.25 1
17051610 2.25 20120301 13 2.25 1
17051617 2.25 20120401 13.25 2.25 1
17051644 3.375 20070501 9.95 3.375 99
17051649 3 20070501 9.95 3 99
17051506 3.75 20070501 9.95 3.75 99
17051661 3.5 20070501 9.95 3.5 99
17051675 2.25 20120401 11.5 2.25 1
17051681 2.25 20120401 12.5 2.25 1
17051513 3.75 20070501 9.95 3.75 99
17051514 3.5 20070501 9.95 3.5 99
17051683 3.5 20070501 9.95 3.5 99
17051684 2.25 20120301 12.375 2.25 1
17051687 2.75 20070701 9.95 2.75 99
17051688 3.625 20070501 9.95 3.625 99
17047887 2.25 20120401 12.5 2.25 1
17047893 2.25 20120301 12.625 2.25 1
17047897 2.25 20120401 12.375 2.25 1
17047906 2.25 20120401 13.75 2.25 1
17051563 2.25 20120401 12.125 2.25 1
17051564 2.25 20120401 12.625 2.25 1
17051567 3.375 20070501 9.95 3.375 99
17051568 2.25 20120301 11.625 2.25 1
17051573 2.25 20120301 12 2.25 1
17051577 2.25 20120301 12.875 2.25 1
17051591 3.5 20070501 9.95 3.5 99
17047713 2.25 20120401 11.875 2.25 1
17047760 2.25 20120401 12.625 2.25 1
17047766 2.25 20120401 12.875 2.25 1
17047785 2.875 20070501 9.95 2.875 99
17047791 2.25 20120401 12.25 2.25 1
17047801 2.25 20120301 13 2.25 1
17047808 3.5 20070501 9.95 3.5 99
17047810 2.25 20120401 11.375 2.25 1
17047811 2.25 20120401 12.625 2.25 1
17047822 2.25 20120401 12.25 2.25 1
17047830 2.25 20120401 12.375 2.25 1
17047206 3.75 20070501 9.95 3.75 99
17047208 3.75 20070501 9.95 3.75 99
17047844 2.25 20120301 12.75 2.25 1
17047860 3.5 20070501 9.95 3.5 99
17047863 2.25 20120401 13.375 2.25 1
17047864 2.25 20120301 11.875 2.25 1
17047868 2.25 20120301 12.375 2.25 1
17047869 2.25 20120301 11.25 2.25 1
17047873 2.25 20120401 12.875 2.25 1
17047876 2.25 20120301 12.75 2.25 1
17047877 3.5 20070501 9.95 3.5 99
17047880 2.25 20120401 12.875 2.25 1
17043542 2.25 20120401 12 2.25 1
17047729 3.5 20070701 9.95 3.5 99
17047730 3.5 20070501 9.95 3.5 99
17047174 2.25 20120301 13.25 2.25 1
17047175 2.25 20120401 12.875 2.25 1
17047744 2.25 20120401 12.375 2.25 1
17047181 2.25 20120401 13.375 2.25 1
17047755 3.375 20070501 9.95 3.375 99
17043478 2.25 20120301 12.375 2.25 1
17043480 3.75 20070501 9.95 3.75 99
17043486 2.25 20120301 12.75 2.25 1
17043499 2.25 20120401 11.875 2.25 1
17043502 2.25 20120301 12.75 2.25 1
17043513 2.25 20120401 11.875 2.25 1
17043533 2.25 20120401 12.25 2.25 1
17043535 2.25 20120401 12.25 2.25 1
17043000 2.25 20120401 12.375 2.25 1
17043244 2.25 20120401 13.125 2.25 1
17043246 2.25 20120401 13.25 2.25 1
17043373 2.25 20120301 12.375 2.25 1
17043376 2.25 20120401 12.75 2.25 1
17043381 2.25 20120301 12.625 2.25 1
17043309 2.25 20120301 12 2.25 1
17043398 2.25 20120401 12.875 2.25 1
17043399 2.25 20120401 12.375 2.25 1
17043404 2.25 20120301 12.625 2.25 1
17043413 2.25 20120401 12.375 2.25 1
17043415 2.25 20120401 12.5 2.25 1
17043418 2.25 20120401 12.625 2.25 1
17043426 2.25 20120401 12.375 2.25 1
17043429 2.25 20120301 12.375 2.25 1
17043448 2.25 20120301 12.125 2.25 1
17043450 2.25 20120401 13 2.25 1
17043468 2.25 20120301 12.625 2.25 1
17043475 2.25 20120401 13.125 2.25 1
17042870 2.25 20120301 12.875 2.25 1
17042875 2.25 20120301 12.75 2.25 1
17042879 2.25 20120401 12.75 2.25 1
17042881 2.25 20120301 12.25 2.25 1
17042891 2.25 20120301 12.25 2.25 1
17042893 2.25 20120301 13 2.25 1
17041655 2.25 20120301 12.375 2.25 1
17042912 2.25 20120301 12.375 2.25 1
17042914 3.75 20070501 9.95 3.75 99
17042918 2.25 20120401 12.75 2.25 1
17042921 2.25 20120301 12.875 2.25 1
17042926 3 20070501 9.95 3 99
17042927 2.25 20120401 12 2.25 1
17042928 2.25 20120401 12.375 2.25 1
17041641 3.625 20070501 9.95 3.625 99
17042939 2.25 20120301 12.375 2.25 1
17042941 2.25 20120401 12.875 2.25 1
17042942 2.25 20120301 12.875 2.25 1
17042948 2.25 20120301 12.875 2.25 1
17042957 3.25 20070501 9.95 3.25 99
17042959 2.25 20120301 12.5 2.25 1
17042968 2.25 20120401 12.125 2.25 1
17042973 2.25 20120301 12 2.25 1
17042984 2.25 20120301 13.875 2.25 1
17042988 2.25 20120301 12.5 2.25 1
17042994 3.5 20070501 9.95 3.5 99
17042999 3.25 20070501 9.95 3.25 99
17042852 2.25 20120301 12.25 2.25 1
17041617 3.375 20070501 9.95 3.375 99
17042859 2.25 20120301 12.625 2.25 1
17034262 2.25 20120401 12.75 2.25 1
17034265 2.25 20120301 12.875 2.25 1
17034266 2.25 20120301 11.875 2.25 1
17034268 2.25 20120301 12.75 2.25 1
17034270 2.25 20120301 12.5 2.25 1
17034272 3.25 20070501 9.95 3.25 99
17034275 2.25 20120301 12 2.25 1
17034290 2.25 20120301 12.25 2.25 1
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17152521 3.75 20070701 9.95 3.75 99
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17141719 3.375 20070501 9.95 3.375 99
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17129928 2.25 20120401 12.625 2.25 1
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17088447 2.25 20120401 11.625 2.25 1
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17077800 2.25 20120401 12.75 2.25 1
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17077910 3 20070501 9.95 3 99
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16978683 3.625 20070501 9.95 3.625 99
16978816 2.25 20120301 13.25 2.25 1
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16973926 3.625 20070501 9.95 3.625 99
16973973 2.25 20120201 13.25 2.25 1
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16973734 3.75 20070501 9.95 3.75 99
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16973822 2.25 20120201 12.5 2.25 1
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16970553 2.25 20120201 12.875 2.25 1
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16968919 2.25 20120201 12.625 2.25 1
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16965212 2.25 20120201 12.25 2.25 1
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16965544 3.5 20070501 9.95 3.5 99
16965572 2.25 20120301 12 2.25 1
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16965672 2.25 20120201 11.875 2.25 1
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16965678 3.25 20070501 9.95 3.25 99
16963025 2.25 20120301 12.375 2.25 1
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16963119 2.25 20120201 12.875 2.25 1
16963300 3.5 20070501 9.95 3.5 99
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16859607 2.25 20120201 12.125 2.25 1
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16859542 2.25 20120201 12.625 2.25 1
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16859325 2.25 20120301 12.875 2.25 1
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16857036 2.25 20120201 12.5 2.25 1
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16965797 2.25 20120101 11.875 2.25 1
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17076110 2.25 20120301 13.125 2.25 1
17028182 3.625 20070501 9.95 3.625 99
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17076125 2.25 20120301 12.875 2.25 1
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17120294 3.75 20070601 11.7 3.75 99
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17076115 2.25 20120301 12 2.25 1
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17076128 2.25 20120301 12.125 2.25 1
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17120288 4 20070601 11.7 4 99
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17076137 2.25 20120301 13 2.25 1
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17120306 4 20070601 11.7 4 99
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17076138 2.25 20120301 12.625 2.25 1
17076131 2.25 20120301 12.875 2.25 1
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17076158 2.25 20120301 11.625 2.25 1
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17120315 4 20070601 11.7 4 99
17076119 2.25 20120301 13.375 2.25 1
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17120317 4 20070601 11.7 4 99
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17120309 3 20070501 9.95 3 99
17076159 2.25 20120301 12.625 2.25 1
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17076136 2.25 20120301 12.125 2.25 1
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17120325 4 20070601 11.7 4 99
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16965848 2.25 20120101 12 2.25 1
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17076109 2.25 20120301 11.875 2.25 1
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16665276 2.25 20120301 13 2.25 1
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17013365 2.25 20120401 13.125 2.25 1
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17013371 3.375 20070501 9.95 3.375 99
17013372 2.25 20120301 12.875 2.25 1
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17014527 2.25 20120301 11.75 2.25 1
17014532 2.25 20120401 12.875 2.25 1
17014534 3.5 20070501 9.95 3.5 99
17014536 2.25 20120301 12.125 2.25 1
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17014539 2.25 20120401 12.375 2.25 1
17014540 2.25 20120301 12.875 2.25 1
17014542 3.75 20070501 9.95 3.75 99
17014443 2.25 20120301 12 2.25 1
16640947 2.25 20111001 11.875 2.25 1
17013312 2.25 20120301 12.875 2.25 1
17013318 2.25 20120301 12.875 2.25 1
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17013325 2.25 20120401 12.625 2.25 1
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16707623 3.375 20070501 9.95 3.375 99
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16666471 2.25 20111001 13 2.25 1
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17065207 3.5 20070501 9.95 3.5 99
17065259 2.25 20120301 11.5 2.25 1
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17066354 3.75 20070501 9.95 3.75 99
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17066363 2.25 20120301 13.375 2.25 1
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17060523 3.75 20070501 9.95 3.75 99
17060565 2.25 20120301 12.875 2.25 1
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17060615 3.5 20070501 9.95 3.5 99
17060670 2.25 20120301 11.875 2.25 1
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16851187 2.25 20120201 11.25 2.25 1
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16849520 2.25 20120201 12.875 2.25 1
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16847937 2.25 20120201 12.875 2.25 1
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16832950 2.25 20120101 12.375 2.25 1
16833214 3.125 20070501 9.95 3.125 99
16833259 2.25 20120101 9.5 2.25 1
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16852425 3 20070501 10.95 3 99
16852427 3.5 20070501 9.95 3.5 99
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16852430 3.75 20070501 9.95 3.75 99
16852431 3.5 20070501 11.95 3.5 99
16852432 3.75 20070501 9.95 3.75 99
16852433 3.5 20070501 9.95 3.5 99
16852434 3.125 20070501 9.95 3.125 99
16852435 3 20070501 9.95 3 99
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16852439 3.75 20070501 9.95 3.75 99
16852440 3 20070501 9.95 3 99
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16852445 3.5 20070501 10.95 3.5 99
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16852447 3.75 20070501 9.95 3.75 99
16852448 3.5 20070501 9.95 3.5 99
16852449 2.75 20070501 11.95 2.75 99
16852450 3.625 20070501 10.95 3.625 99
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16852453 2.875 20070501 9.95 2.875 99
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16833520 2.25 20111201 12.75 2.25 1
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17076103 2.25 20120201 12.375 2.25 1
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17076101 2.25 20120301 12.625 2.25 1
17058637 3.375 20070501 9.95 3.375 99
17076095 2.25 20120201 13.375 2.25 1
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17120282 2.375 20070501 12.94 2.375 99
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17076094 2.25 20120301 12.625 2.25 1
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17052278 3.75 20070501 9.95 3.75 99
17052279 2.25 20120301 12.75 2.25 1
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17053239 2.25 20120301 13 2.25 1
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17053323 3.5 20070501 9.95 3.5 99
17053339 2.25 20120301 13.375 2.25 1
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17053362 2.25 20120301 12.125 2.25 1
17053364 2.25 20120301 12.875 2.25 1
17053367 3.5 20070501 9.95 3.5 99
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17055519 2.25 20120301 12.125 2.25 1
17055525 3.75 20070501 9.95 3.75 99
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17055598 2.25 20120301 12.75 2.25 1
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17056090 3.5 20070501 9.95 3.5 99
17057567 2.25 20120301 12.875 2.25 1
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17057601 2.25 20120301 12.75 2.25 1
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17057663 2.5 20070501 9.95 2.5 99
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17057735 2.875 20070501 9.95 2.875 99
17057763 2.25 20120301 12.375 2.25 1
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17057816 2.25 20120301 12 2.25 1
17057827 2.25 20120301 11.875 2.25 1
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17057848 3.75 20070501 9.95 3.75 99
17057866 2.25 20120301 12.125 2.25 1
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17057921 2.25 20120301 11.875 2.25 1
17057979 2.25 20120301 12.125 2.25 1
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17058021 2.25 20120301 12.875 2.25 1
17059204 3 20070501 9.95 3 99
17059283 2.25 20120301 13.375 2.25 1
17059297 2.25 20120301 12.875 2.25 1
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17059399 3.5 20070501 9.95 3.5 99
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17059430 2.25 20120301 13.25 2.25 1
17059473 2.25 20120301 12.875 2.25 1
17059482 3.75 20070501 9.95 3.75 99
17059524 2.25 20120301 12.5 2.25 1
17059531 2.25 20120301 12.125 2.25 1
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17060316 2.25 20120401 11.5 2.25 1
17060320 2.25 20120401 12.25 2.25 1
17060328 2.25 20120401 12.125 2.25 1
17060334 2.25 20120401 12.75 2.25 1
17060344 2.25 20120401 11.625 2.25 1
17060345 2.25 20120401 12.75 2.25 1
17060366 3.75 20070501 9.95 3.75 99
17060397 2.25 20120401 11.375 2.25 1
17060398 2.25 20120401 11.875 2.25 1
17060287 2.25 20120401 11.75 2.25 1
17060248 3.5 20070701 9.95 3.5 99
17060250 2.25 20120401 12.125 2.25 1
17060430 2.25 20120401 12.25 2.25 1
17060432 3.25 20070501 9.95 3.25 99
17060256 3.75 20070501 9.95 3.75 99
17060448 2.25 20120401 13.125 2.25 1
17060266 3.75 20070501 9.95 3.75 99
17055043 2.25 20120401 12.75 2.25 1
17055048 2.25 20120401 12.25 2.25 1
17055065 2.25 20120401 12.875 2.25 1
17055066 2.25 20120401 11.75 2.25 1
17055020 3.5 20070501 9.95 3.5 99
17055022 2.25 20120401 12.625 2.25 1
17055027 2.25 20120401 12.875 2.25 1
17055035 3.75 20070501 9.95 3.75 99
17054876 2.25 20120301 13.5 2.25 1
17051730 2.25 20120401 12.75 2.25 1
17051736 2.25 20120401 13.375 2.25 1
17051739 2.25 20120401 11.375 2.25 1
17051740 2.25 20120401 13.625 2.25 1
17051744 3.75 20070501 9.95 3.75 99
17051746 2.25 20120401 12.875 2.25 1
17051750 2.25 20120401 12.125 2.25 1
17051760 2.25 20120301 11.875 2.25 1
17051761 2.25 20120301 11.875 2.25 1
17051766 2.25 20120401 12.625 2.25 1
17051770 2.25 20120301 12.625 2.25 1
17051778 3.75 20070501 9.95 3.75 99
17051779 2.25 20120301 12.875 2.25 1
17051784 2.25 20120301 12.5 2.25 1
17051787 2.25 20120401 12.5 2.25 1
17052762 2.25 20120401 12.875 2.25 1
17052770 2.25 20120401 13.75 2.25 1
17052779 2.25 20120301 13.5 2.25 1
17052785 2.25 20120401 13 2.25 1
17052786 2.25 20120301 12.875 2.25 1
17052792 3.375 20070501 9.95 3.375 99
17052817 2.25 20120401 12.875 2.25 1
17052830 2.25 20120401 12.375 2.25 1
17052835 3.625 20070501 9.95 3.625 99
17052848 2.25 20120301 12.875 2.25 1
17052850 2.25 20120301 12.625 2.25 1
17052866 2.25 20120401 12 2.25 1
17052867 2.25 20120301 13.125 2.25 1
17052872 2.25 20120301 12.125 2.25 1
17052881 2.25 20120301 12.75 2.25 1
17052883 2.25 20120301 12.75 2.25 1
17052891 2.25 20120301 12.375 2.25 1
17052717 3.5 20070501 9.95 3.5 99
17052895 2.25 20120401 12.75 2.25 1
17052896 2.25 20120401 13 2.25 1
17052897 3.375 20070501 9.95 3.375 99
17052718 2.25 20120301 11.875 2.25 1
17052909 2.25 20120401 12.625 2.25 1
17052913 2.25 20120301 11.875 2.25 1
17052930 2.25 20120401 12.25 2.25 1
17052952 2.25 20120301 13.125 2.25 1
17052731 2.25 20120401 13 2.25 1
17052967 2.25 20120401 12 2.25 1
17052969 2.25 20120301 11.875 2.25 1
17052976 2.25 20120401 12.375 2.25 1
17052979 3.5 20070501 9.95 3.5 99
17052981 2.25 20120301 12.125 2.25 1
17052993 2.25 20120401 12.375 2.25 1
17054952 2.25 20120401 12.375 2.25 1
17054954 3 20070501 9.95 3 99
17054957 3.75 20070501 9.95 3.75 99
17054961 2.25 20120401 12.25 2.25 1
17054976 2.25 20120401 13.625 2.25 1
17054978 2.25 20120301 12.875 2.25 1
17054984 2.25 20120401 12.625 2.25 1
17054856 2.25 20120401 13.375 2.25 1
17054987 2.25 20120301 11.75 2.25 1
17055007 2.25 20120401 12.875 2.25 1
17055008 2.25 20120301 12.75 2.25 1
17054861 2.25 20120401 12.875 2.25 1
17055012 2.25 20120301 12.5 2.25 1
17054868 3 20070501 9.95 3 99
17055016 2.25 20120301 12.625 2.25 1
16969051 2.25 20120101 11.75 2.25 1
16704738 2.25 20111201 12.875 2.25 1
16704568 2.25 20111101 12.75 2.25 1
16803581 2.25 20120101 11.375 2.25 1
16801612 2.25 20120301 12.75 2.25 1
16801625 2.25 20120301 12.875 2.25 1
16801790 2.25 20120101 11.875 2.25 1
16798896 2.25 20120101 12 2.25 1
16798264 2.25 20120101 12.875 2.25 1
16790950 2.25 20120301 13.125 2.25 1
16798549 2.25 20110901 13.125 2.25 1
16791169 2.25 20120101 12.625 2.25 1
16788548 2.25 20120101 11.625 2.25 1
16779071 2.25 20120101 12 2.25 1
16781021 2.25 20111201 12.5 2.25 1
16781453 3.375 20070501 9.95 3.375 99
16778291 2.25 20120301 12.875 2.25 1
16775225 2.25 20111201 12.5 2.25 1
16776547 2.25 20111101 12.375 2.25 1
16772589 2.25 20111201 12.75 2.25 1
16770655 2.25 20120301 13.125 2.25 1
16770703 2.25 20120201 13.375 2.25 1
16765110 2.25 20120101 12.375 2.25 1
16731494 2.25 20111201 13.25 2.25 1
16731657 2.75 20111201 12.125 2.75 1
16848692 3.45 20070501 9.95 3.45 99
17028130 3.45 20070501 9.95 3.45 99
16966571 2.9 20070501 9.95 2.9 99
16848699 2.9 20070501 9.95 2.9 99
17021524 2.25 20120101 12.25 2.25 1
17076096 2.25 20120301 11.5 2.25 1
16814852 2.9 20070501 9.95 2.9 99
16730091 2.25 20120201 12.75 2.25 1
16642707 2.25 20110901 12.75 2.25 1
16851442 3.625 20070501 9.95 3.625 99
16845521 2.25 20120301 12.75 2.25 1
16851589 2.25 20120301 12.625 2.25 1
16851624 3.5 20070501 9.95 3.5 99
16851661 2.25 20120301 12.875 2.25 1
16852463 2.25 20120201 13.25 2.25 1
16847163 3.625 20070501 9.95 3.625 99
16852597 3.625 20070501 9.95 3.625 99
16848750 3.625 20070501 9.95 3.625 99
16851510 3.5 20070501 9.95 3.5 99
16856290 2.25 20120301 12.75 2.25 1
16856308 2.25 20120301 12.125 2.25 1
16856192 2.25 20120301 12.375 2.25 1
16832479 2.25 20120301 13.375 2.25 1
16832480 2.25 20120201 12.75 2.25 1
16834840 2.25 20120401 12.625 2.25 1
16838299 3.625 20070501 9.95 3.625 99
16838333 2.25 20120301 12 2.25 1
16843805 2.25 20120401 12.5 2.25 1
16843999 3.5 20070501 9.95 3.5 99
16845361 3.375 20070501 9.95 3.375 99
16845445 2.25 20120401 12.625 2.25 1
16823329 2.25 20120101 12.375 2.25 1
16818712 3.625 20070501 9.95 3.625 99
16818732 3.75 20070501 9.95 3.75 99
16826187 2.25 20120301 12.125 2.25 1
16764807 3.5 20070501 9.95 3.5 99
16694738 2.25 20111101 12.375 2.25 1
17066673 2.25 20120301 12.125 2.25 1
17075480 2.25 20120301 13 2.25 1
17075485 2.25 20120301 13.125 2.25 1
17075493 2.25 20120301 12.5 2.25 1
17075542 2.25 20120301 12.375 2.25 1
17075561 3.5 20070501 9.95 3.5 99
17075563 3.75 20070501 9.95 3.75 99
17075565 3.5 20070501 9.95 3.5 99
17075616 2.25 20120301 12.375 2.25 1
17075657 2.25 20120301 11.875 2.25 1
17075662 3.5 20070501 9.95 3.5 99
17075665 2.25 20120301 12.875 2.25 1
17075677 2.25 20120301 12.375 2.25 1
17075697 3.5 20070501 9.95 3.5 99
17075731 2.25 20120301 12.25 2.25 1
17075816 2.25 20120301 12.125 2.25 1
17075842 2.25 20120301 12.75 2.25 1
17075861 2.25 20120301 13.375 2.25 1
17075909 2.25 20120301 11.49 2.25 1
17075970 2.25 20120301 11.5 2.25 1
17075972 2.25 20120301 11.5 2.25 1
17076823 2.25 20120301 12.5 2.25 1
17076828 3.375 20070501 10.95 3.375 99
17076860 2.25 20120301 12.625 2.25 1
17076867 2.25 20120301 13.375 2.25 1
17076913 2.25 20120301 12.875 2.25 1
17077256 2.25 20120301 12 2.25 1
17078264 2.25 20120301 13.375 2.25 1
17078378 2.25 20120301 13.25 2.25 1
17078399 2.25 20120301 13 2.25 1
17078435 2.25 20120301 12.25 2.25 1
17078651 2.25 20120301 11.5 2.25 1
17078707 2.25 20120301 13.375 2.25 1
16730439 2.25 20111101 12.875 2.25 1
17088805 2.25 20120301 12.25 2.25 1
17113458 2.25 20120301 12.875 2.25 1
17113462 2.25 20120301 12.875 2.25 1
17113491 2.25 20120301 12.75 2.25 1
17113494 2.25 20120301 12.375 2.25 1
17113499 2.25 20120301 12.625 2.25 1
17128547 2.25 20120301 12.375 2.25 1
17128772 2.25 20120301 11.75 2.25 1
17088966 2.25 20120301 12.125 2.25 1
17088984 2.25 20120301 13.375 2.25 1
17089206 2.25 20120301 13.375 2.25 1
17089217 2.25 20120301 13.25 2.25 1
16857171 3.625 20070501 9.95 3.625 99
16857215 3.5 20070501 9.95 3.5 99
17088728 2.25 20120301 11.875 2.25 1
17088796 2.25 20120301 12.625 2.25 1
17088708 2.25 20120301 12.875 2.25 1
LOAN_SEQ LIEN BALLOON IO_FLAG IO_PERIOD HYBRID_PERIOD
17013304 First Lien No YES 10YRIO 60
17013297 First Lien No YES 10YRIO 60
17013301 First Lien No YES 10YRIO 60
17012577 First Lien No YES 10YRIO 60
17012579 First Lien No NO NONIO 1
17012596 First Lien No NO NONIO 1
17013277 First Lien No NO NONIO 1
17013279 First Lien No YES 10YRIO 60
17013281 First Lien No NO NONIO 1
17013285 First Lien No YES 10YRIO 60
17012573 First Lien No YES 10YRIO 60
17051690 First Lien No YES 10YRIO 60
17051715 First Lien No YES 10YRIO 60
17051521 First Lien No YES 10YRIO 60
17051599 First Lien No YES 10YRIO 60
17051600 First Lien No YES 10YRIO 60
17051602 First Lien No YES 10YRIO 60
17051605 First Lien No YES 10YRIO 60
17051610 First Lien No YES 10YRIO 60
17051617 First Lien No YES 10YRIO 60
17051644 First Lien No NO NONIO 1
17051649 First Lien No NO NONIO 1
17051506 First Lien No NO NONIO 1
17051661 First Lien No NO NONIO 1
17051675 First Lien No YES 10YRIO 60
17051681 First Lien No YES 10YRIO 60
17051513 First Lien No NO NONIO 1
17051514 First Lien No NO NONIO 1
17051683 First Lien No NO NONIO 1
17051684 First Lien No YES 10YRIO 60
17051687 First Lien No NO NONIO 3
17051688 First Lien No NO NONIO 1
17047887 First Lien No YES 10YRIO 60
17047893 First Lien No YES 10YRIO 60
17047897 First Lien No YES 10YRIO 60
17047906 First Lien No YES 10YRIO 60
17051563 First Lien No YES 10YRIO 60
17051564 First Lien No YES 10YRIO 60
17051567 First Lien No NO NONIO 1
17051568 First Lien No YES 10YRIO 60
17051573 First Lien No YES 10YRIO 60
17051577 First Lien No YES 10YRIO 60
17051591 First Lien No NO NONIO 1
17047713 First Lien No YES 10YRIO 60
17047760 First Lien No YES 10YRIO 60
17047766 First Lien No YES 10YRIO 60
17047785 First Lien No NO NONIO 1
17047791 First Lien No YES 10YRIO 60
17047801 First Lien No YES 10YRIO 60
17047808 First Lien No NO NONIO 1
17047810 First Lien No YES 10YRIO 60
17047811 First Lien No YES 10YRIO 60
17047822 First Lien No YES 10YRIO 60
17047830 First Lien No YES 10YRIO 60
17047206 First Lien No NO NONIO 1
17047208 First Lien No NO NONIO 1
17047844 First Lien No YES 10YRIO 60
17047860 First Lien No NO NONIO 1
17047863 First Lien No YES 10YRIO 60
17047864 First Lien No YES 10YRIO 60
17047868 First Lien No YES 10YRIO 60
17047869 First Lien No YES 10YRIO 60
17047873 First Lien No YES 10YRIO 60
17047876 First Lien No YES 10YRIO 60
17047877 First Lien No NO NONIO 1
17047880 First Lien No YES 10YRIO 60
17043542 First Lien No YES 10YRIO 60
17047729 First Lien No NO NONIO 3
17047730 First Lien No NO NONIO 1
17047174 First Lien No YES 10YRIO 60
17047175 First Lien No YES 10YRIO 60
17047744 First Lien No YES 10YRIO 60
17047181 First Lien No YES 10YRIO 60
17047755 First Lien No NO NONIO 1
17043478 First Lien No YES 10YRIO 60
17043480 First Lien No NO NONIO 1
17043486 First Lien No YES 10YRIO 60
17043499 First Lien No YES 10YRIO 60
17043502 First Lien No YES 10YRIO 60
17043513 First Lien No YES 10YRIO 60
17043533 First Lien No YES 10YRIO 60
17043535 First Lien No YES 10YRIO 60
17043000 First Lien No YES 10YRIO 60
17043244 First Lien No YES 10YRIO 60
17043246 First Lien No YES 10YRIO 60
17043373 First Lien No YES 10YRIO 60
17043376 First Lien No YES 10YRIO 60
17043381 First Lien No YES 10YRIO 60
17043309 First Lien No YES 10YRIO 60
17043398 First Lien No YES 10YRIO 60
17043399 First Lien No YES 10YRIO 60
17043404 First Lien No YES 10YRIO 60
17043413 First Lien No YES 10YRIO 60
17043415 First Lien No YES 10YRIO 60
17043418 First Lien No YES 10YRIO 60
17043426 First Lien No YES 10YRIO 60
17043429 First Lien No YES 10YRIO 60
17043448 First Lien No YES 10YRIO 60
17043450 First Lien No YES 10YRIO 60
17043468 First Lien No YES 10YRIO 60
17043475 First Lien No YES 10YRIO 60
17042870 First Lien No YES 10YRIO 60
17042875 First Lien No YES 10YRIO 60
17042879 First Lien No YES 10YRIO 60
17042881 First Lien No YES 10YRIO 60
17042891 First Lien No YES 10YRIO 60
17042893 First Lien No YES 10YRIO 60
17041655 First Lien No YES 10YRIO 60
17042912 First Lien No YES 10YRIO 60
17042914 First Lien No NO NONIO 1
17042918 First Lien No YES 10YRIO 60
17042921 First Lien No YES 10YRIO 60
17042926 First Lien No NO NONIO 1
17042927 First Lien No YES 10YRIO 60
17042928 First Lien No YES 10YRIO 60
17041641 First Lien No NO NONIO 1
17042939 First Lien No YES 10YRIO 60
17042941 First Lien No YES 10YRIO 60
17042942 First Lien No YES 10YRIO 60
17042948 First Lien No YES 10YRIO 60
17042957 First Lien No NO NONIO 1
17042959 First Lien No YES 10YRIO 60
17042968 First Lien No YES 10YRIO 60
17042973 First Lien No YES 10YRIO 60
17042984 First Lien No YES 10YRIO 60
17042988 First Lien No YES 10YRIO 60
17042994 First Lien No NO NONIO 1
17042999 First Lien No NO NONIO 1
17042852 First Lien No YES 10YRIO 60
17041617 First Lien No NO NONIO 1
17042859 First Lien No YES 10YRIO 60
17034262 First Lien No YES 10YRIO 60
17034265 First Lien No YES 10YRIO 60
17034266 First Lien No YES 10YRIO 60
17034268 First Lien No YES 10YRIO 60
17034270 First Lien No YES 10YRIO 60
17034272 First Lien No NO NONIO 1
17034275 First Lien No YES 10YRIO 60
17034290 First Lien No YES 10YRIO 60
17034294 First Lien No YES 10YRIO 60
17034295 First Lien No YES 10YRIO 60
17034304 First Lien No YES 10YRIO 60
17034307 First Lien No YES 10YRIO 60
17034171 First Lien No NO NONIO 1
17034321 First Lien No YES 10YRIO 60
17034178 First Lien No YES 10YRIO 60
17034326 First Lien No YES 10YRIO 60
17034219 First Lien No YES 10YRIO 60
17034330 First Lien No YES 10YRIO 60
17034339 First Lien No YES 10YRIO 60
17034182 First Lien No NO NONIO 1
17034349 First Lien No YES 10YRIO 60
17034354 First Lien No YES 10YRIO 60
17034358 First Lien No YES 10YRIO 60
17034359 First Lien No YES 10YRIO 60
17034361 First Lien No YES 10YRIO 60
17034368 First Lien No YES 10YRIO 60
17034371 First Lien No YES 10YRIO 60
17034375 First Lien No YES 10YRIO 60
17034390 First Lien No NO NONIO 1
17042837 First Lien No YES 10YRIO 60
17032895 First Lien No YES 10YRIO 60
17032898 First Lien No YES 10YRIO 60
17032907 First Lien No YES 10YRIO 60
17034231 First Lien No YES 10YRIO 60
17034240 First Lien No NO NONIO 1
17034248 First Lien No YES 10YRIO 60
17034251 First Lien No YES 10YRIO 60
17034253 First Lien No YES 10YRIO 60
17032875 First Lien No YES 10YRIO 60
17032878 First Lien No YES 10YRIO 60
17032887 First Lien No NO NONIO 1
17032659 First Lien No YES 10YRIO 60
17032889 First Lien No YES 10YRIO 60
17032891 First Lien No YES 10YRIO 60
17032829 First Lien No YES 10YRIO 60
17032680 First Lien No YES 10YRIO 60
17032847 First Lien No YES 10YRIO 60
17032848 First Lien No YES 10YRIO 60
17032637 First Lien No YES 10YRIO 60
17032857 First Lien No YES 10YRIO 60
17032873 First Lien No YES 10YRIO 60
17032612 First Lien No NO NONIO 1
17032744 First Lien No YES 10YRIO 60
17032745 First Lien No NO NONIO 1
17032746 First Lien No NO NONIO 1
17032748 First Lien No YES 10YRIO 60
17032750 First Lien No YES 10YRIO 60
17032765 First Lien No YES 10YRIO 60
17032774 First Lien No YES 10YRIO 60
17032776 First Lien No NO NONIO 1
17032778 First Lien No YES 10YRIO 60
17032781 First Lien No YES 10YRIO 60
17032784 First Lien No YES 10YRIO 60
17032630 First Lien No NO NONIO 1
17032803 First Lien No YES 10YRIO 60
17032819 First Lien No YES 10YRIO 60
17032821 First Lien No YES 10YRIO 60
17032824 First Lien No NO NONIO 1
17027514 First Lien No YES 10YRIO 60
17027525 First Lien No YES 10YRIO 60
17027148 First Lien No YES 10YRIO 60
17027533 First Lien No YES 10YRIO 60
17027153 First Lien No NO NONIO 1
17027539 First Lien No YES 10YRIO 60
17027545 First Lien No YES 10YRIO 60
17027548 First Lien No YES 10YRIO 60
17032711 First Lien No YES 10YRIO 60
17032713 First Lien No YES 10YRIO 60
17032715 First Lien No NO NONIO 1
17032717 First Lien No YES 10YRIO 60
17032720 First Lien No YES 10YRIO 60
17032722 First Lien No YES 10YRIO 60
17032723 First Lien No NO NONIO 3
17032728 First Lien No YES 10YRIO 60
17032739 First Lien No YES 10YRIO 60
17021885 First Lien No NO NONIO 1
17021891 First Lien No YES 10YRIO 60
17021892 First Lien No YES 10YRIO 60
17027357 First Lien No NO NONIO 1
17027362 First Lien No YES 10YRIO 60
17027368 First Lien No YES 10YRIO 60
17027373 First Lien No YES 10YRIO 60
17027381 First Lien No YES 10YRIO 60
17027396 First Lien No YES 10YRIO 60
17027121 First Lien No YES 10YRIO 60
17027408 First Lien No YES 10YRIO 60
17027410 First Lien No YES 10YRIO 60
17027411 First Lien No NO NONIO 1
17027416 First Lien No YES 10YRIO 60
17027417 First Lien No YES 10YRIO 60
17027430 First Lien No YES 10YRIO 60
17027128 First Lien No NO NONIO 1
17027435 First Lien No YES 10YRIO 60
17027441 First Lien No YES 10YRIO 60
17027444 First Lien No YES 10YRIO 60
17027447 First Lien No YES 10YRIO 60
17027454 First Lien No YES 10YRIO 60
17027171 First Lien No YES 10YRIO 60
17027464 First Lien No YES 10YRIO 60
17027473 First Lien No YES 10YRIO 60
17027475 First Lien No YES 10YRIO 60
17027477 First Lien No YES 10YRIO 60
17027489 First Lien No YES 10YRIO 60
17027498 First Lien No YES 10YRIO 60
17027501 First Lien No YES 10YRIO 60
17027510 First Lien No NO NONIO 1
17016071 First Lien No NO NONIO 1
17016075 First Lien No NO NONIO 1
17016096 First Lien No YES 10YRIO 60
17016099 First Lien No NO NONIO 1
17015995 First Lien No YES 10YRIO 60
17016105 First Lien No YES 10YRIO 60
17016107 First Lien No YES 10YRIO 60
17016108 First Lien No YES 10YRIO 60
17016133 First Lien No YES 10YRIO 60
17016135 First Lien No YES 10YRIO 60
17016014 First Lien No NO NONIO 1
17016140 First Lien No YES 10YRIO 60
17016142 First Lien No YES 10YRIO 60
17016144 First Lien No YES 10YRIO 60
17016150 First Lien No NO NONIO 1
17016159 First Lien No YES 10YRIO 60
17016163 First Lien No NO NONIO 1
17016168 First Lien No YES 10YRIO 60
17016173 First Lien No YES 10YRIO 60
17016177 First Lien No YES 10YRIO 60
17016178 First Lien No YES 10YRIO 60
17016179 First Lien No YES 10YRIO 60
17016185 First Lien No YES 10YRIO 60
17016187 First Lien No YES 10YRIO 60
17016189 First Lien No YES 10YRIO 60
17016030 First Lien No YES 10YRIO 60
17016195 First Lien No NO NONIO 1
17016196 First Lien No NO NONIO 1
17016203 First Lien No YES 10YRIO 60
17016209 First Lien No NO NONIO 1
17016212 First Lien No YES 10YRIO 60
17016215 First Lien No YES 10YRIO 60
17016217 First Lien No YES 10YRIO 60
17016221 First Lien No NO NONIO 1
17016225 First Lien No YES 10YRIO 60
17016037 First Lien No NO NONIO 1
17016228 First Lien No NO NONIO 1
17016234 First Lien No YES 10YRIO 60
17020893 First Lien No YES 10YRIO 60
17020901 First Lien No YES 10YRIO 60
17020905 First Lien No YES 10YRIO 60
17020911 First Lien No YES 10YRIO 60
17020922 First Lien No NO NONIO 1
17020928 First Lien No YES 10YRIO 60
17020931 First Lien No YES 10YRIO 60
17020352 First Lien No NO NONIO 1
17020942 First Lien No YES 10YRIO 60
17020363 First Lien No YES 10YRIO 60
17020946 First Lien No YES 10YRIO 60
17020948 First Lien No NO NONIO 1
17020962 First Lien No YES 10YRIO 60
17020366 First Lien No NO NONIO 1
17020972 First Lien No YES 10YRIO 60
17020982 First Lien No NO NONIO 1
17020985 First Lien No YES 10YRIO 60
17020988 First Lien No YES 10YRIO 60
17020996 First Lien No YES 10YRIO 60
17021008 First Lien No YES 10YRIO 60
17021719 First Lien No YES 10YRIO 60
17021720 First Lien No NO NONIO 1
17021744 First Lien No YES 10YRIO 60
17021745 First Lien No NO NONIO 1
17021642 First Lien No YES 10YRIO 60
17021749 First Lien No YES 10YRIO 60
17021758 First Lien No YES 10YRIO 60
17021768 First Lien No NO NONIO 1
17021776 First Lien No YES 10YRIO 60
17021793 First Lien No YES 10YRIO 60
17021801 First Lien No YES 10YRIO 60
17021697 First Lien No YES 10YRIO 60
17021807 First Lien No NO NONIO 1
17021814 First Lien No YES 10YRIO 60
17021817 First Lien No YES 10YRIO 60
17021659 First Lien No YES 10YRIO 60
17021824 First Lien No NO NONIO 1
17021661 First Lien No YES 10YRIO 60
17021834 First Lien No YES 10YRIO 60
17021839 First Lien No YES 10YRIO 60
17021844 First Lien No NO NONIO 1
17021845 First Lien No YES 10YRIO 60
17021669 First Lien No NO NONIO 1
17021864 First Lien No YES 10YRIO 60
17021708 First Lien No YES 10YRIO 60
17021872 First Lien No YES 10YRIO 60
17021676 First Lien No YES 10YRIO 60
17021877 First Lien No YES 10YRIO 60
17021882 First Lien No YES 10YRIO 60
17021883 First Lien No YES 10YRIO 60
17016068 First Lien No YES 10YRIO 60
17014461 First Lien No YES 10YRIO 60
17014462 First Lien No NO NONIO 1
17014458 First Lien No YES 10YRIO 60
17014642 First Lien No YES 10YRIO 60
17014643 First Lien No YES 10YRIO 60
17012562 First Lien No YES 10YRIO 60
17012536 First Lien No YES 10YRIO 60
17012541 First Lien No YES 10YRIO 60
17012545 First Lien No YES 10YRIO 60
17012549 First Lien No YES 10YRIO 60
17133043 First Lien No YES 10YRIO 60
17133052 First Lien No YES 10YRIO 60
17133060 First Lien No YES 10YRIO 60
17130574 First Lien No YES 10YRIO 60
17168571 First Lien No YES 10YRIO 60
17154252 First Lien No YES 10YRIO 60
17154253 First Lien No YES 10YRIO 60
17154262 First Lien No YES 10YRIO 60
17154293 First Lien No YES 10YRIO 60
17155295 First Lien No YES 10YRIO 60
17155375 First Lien No YES 10YRIO 60
17155388 First Lien No YES 10YRIO 60
17155390 First Lien No YES 10YRIO 60
17155392 First Lien No YES 10YRIO 60
17155287 First Lien No YES 10YRIO 60
17159790 First Lien No YES 10YRIO 60
17159827 First Lien No YES 10YRIO 60
17159830 First Lien No YES 10YRIO 60
17159836 First Lien No YES 10YRIO 60
17159873 First Lien No YES 10YRIO 60
17159914 First Lien No YES 10YRIO 60
17159922 First Lien No YES 10YRIO 60
17166559 First Lien No NO NONIO 1
17166570 First Lien No YES 10YRIO 60
17166574 First Lien No YES 10YRIO 60
17166602 First Lien No YES 10YRIO 60
17152499 First Lien No YES 10YRIO 60
17152521 First Lien No NO NONIO 3
17154165 First Lien No YES 10YRIO 60
17154191 First Lien No YES 10YRIO 60
17154193 First Lien No YES 10YRIO 60
17130003 First Lien No YES 10YRIO 60
17130007 First Lien No YES 10YRIO 60
17130015 First Lien No YES 10YRIO 60
17130033 First Lien No NO NONIO 1
17132465 First Lien No YES 10YRIO 60
17132473 First Lien No YES 10YRIO 60
17132492 First Lien No YES 10YRIO 60
17132516 First Lien No YES 10YRIO 60
17132527 First Lien No YES 10YRIO 60
17132529 First Lien No YES 10YRIO 60
17132539 First Lien No YES 10YRIO 60
17132564 First Lien No YES 10YRIO 60
17132566 First Lien No YES 10YRIO 60
17132567 First Lien No YES 10YRIO 60
17132650 First Lien No YES 10YRIO 60
17132405 First Lien No NO NONIO 1
17132673 First Lien No YES 10YRIO 60
17132715 First Lien No YES 10YRIO 60
17132737 First Lien No YES 10YRIO 60
17132749 First Lien No YES 10YRIO 60
17141713 First Lien No YES 10YRIO 60
17141719 First Lien No NO NONIO 1
17141720 First Lien No YES 10YRIO 60
17141724 First Lien No NO NONIO 1
17141725 First Lien No NO NONIO 3
17141772 First Lien No YES 10YRIO 60
17141777 First Lien No YES 10YRIO 60
17141791 First Lien No YES 10YRIO 60
17141793 First Lien No YES 10YRIO 60
17141820 First Lien No YES 10YRIO 60
17141833 First Lien No NO NONIO 1
17148181 First Lien No NO NONIO 1
17148205 First Lien No YES 10YRIO 60
17148245 First Lien No YES 10YRIO 60
17148307 First Lien No YES 10YRIO 60
17148390 First Lien No YES 10YRIO 60
17148394 First Lien No YES 10YRIO 60
17148400 First Lien No NO NONIO 1
17150082 First Lien No YES 10YRIO 60
17150088 First Lien No YES 10YRIO 60
17150097 First Lien No YES 10YRIO 60
17150120 First Lien No NO NONIO 1
17150126 First Lien No YES 10YRIO 60
17150136 First Lien No YES 10YRIO 60
17150158 First Lien No YES 10YRIO 60
17152424 First Lien No YES 10YRIO 60
17152459 First Lien No YES 10YRIO 60
17152472 First Lien No YES 10YRIO 60
17113123 First Lien No NO NONIO 1
17113130 First Lien No YES 10YRIO 60
17113148 First Lien No YES 10YRIO 60
17127939 First Lien No NO NONIO 3
17127970 First Lien No YES 10YRIO 60
17127982 First Lien No YES 10YRIO 60
17127995 First Lien No YES 10YRIO 60
17128015 First Lien No YES 10YRIO 60
17128031 First Lien No YES 10YRIO 60
17128060 First Lien No YES 10YRIO 60
17128145 First Lien No YES 10YRIO 60
17128164 First Lien No NO NONIO 1
17128213 First Lien No YES 10YRIO 60
17128218 First Lien No YES 10YRIO 60
17127863 First Lien No NO NONIO 3
17128232 First Lien No YES 10YRIO 60
17128240 First Lien No NO NONIO 3
17128243 First Lien No YES 10YRIO 60
17128277 First Lien No YES 10YRIO 60
17127937 First Lien No YES 10YRIO 60
17129812 First Lien No YES 10YRIO 60
17129815 First Lien No YES 10YRIO 60
17129828 First Lien No YES 10YRIO 60
17129830 First Lien No YES 10YRIO 60
17129849 First Lien No YES 10YRIO 60
17129851 First Lien No YES 10YRIO 60
17129768 First Lien No YES 10YRIO 60
17129854 First Lien No YES 10YRIO 60
17129861 First Lien No YES 10YRIO 60
17129879 First Lien No YES 10YRIO 60
17129889 First Lien No YES 10YRIO 60
17129897 First Lien No NO NONIO 3
17129919 First Lien No YES 10YRIO 60
17129921 First Lien No YES 10YRIO 60
17129927 First Lien No NO NONIO 1
17129928 First Lien No YES 10YRIO 60
17129945 First Lien No YES 10YRIO 60
17129964 First Lien No YES 10YRIO 60
17129972 First Lien No YES 10YRIO 60
17129984 First Lien No NO NONIO 1
17113035 First Lien No YES 10YRIO 60
17113071 First Lien No NO NONIO 3
17113074 First Lien No NO NONIO 3
17104605 First Lien No YES 10YRIO 60
17112940 First Lien No YES 10YRIO 60
17112941 First Lien No NO NONIO 1
17112943 First Lien No YES 10YRIO 60
17112960 First Lien No YES 10YRIO 60
17112973 First Lien No YES 10YRIO 60
17112987 First Lien No NO NONIO 3
17112988 First Lien No YES 10YRIO 60
17088423 First Lien No YES 10YRIO 60
17088201 First Lien No NO NONIO 1
17088209 First Lien No YES 10YRIO 60
17088213 First Lien No NO NONIO 1
17088447 First Lien No YES 10YRIO 60
17088479 First Lien No YES 10YRIO 60
17088497 First Lien No YES 10YRIO 60
17088515 First Lien No YES 10YRIO 60
17088524 First Lien No NO NONIO 3
17088526 First Lien No NO NONIO 3
17088537 First Lien No YES 10YRIO 60
17112848 First Lien No YES 10YRIO 60
17104569 First Lien No YES 10YRIO 60
17112864 First Lien No YES 10YRIO 60
17112877 First Lien No YES 10YRIO 60
17112904 First Lien No YES 10YRIO 60
17112906 First Lien No YES 10YRIO 60
17112910 First Lien No YES 10YRIO 60
17112913 First Lien No YES 10YRIO 60
17112922 First Lien No YES 10YRIO 60
17112928 First Lien No YES 10YRIO 60
17112929 First Lien No NO NONIO 3
17104578 First Lien No NO NONIO 1
17076555 First Lien No NO NONIO 1
17076563 First Lien No YES 10YRIO 60
17076566 First Lien No YES 10YRIO 60
17076574 First Lien No YES 10YRIO 60
17076587 First Lien No YES 10YRIO 60
17076593 First Lien No YES 10YRIO 60
17076594 First Lien No YES 10YRIO 60
17076386 First Lien No YES 10YRIO 60
17076608 First Lien No YES 10YRIO 60
17076623 First Lien No NO NONIO 1
17077665 First Lien No YES 10YRIO 60
17077675 First Lien No YES 10YRIO 60
17077618 First Lien No YES 10YRIO 60
17077564 First Lien No NO NONIO 1
17077713 First Lien No NO NONIO 1
17077714 First Lien No YES 10YRIO 60
17077565 First Lien No NO NONIO 1
17077716 First Lien No YES 10YRIO 60
17077722 First Lien No YES 10YRIO 60
17077625 First Lien No YES 10YRIO 60
17077732 First Lien No YES 10YRIO 60
17077758 First Lien No YES 10YRIO 60
17077777 First Lien No YES 10YRIO 60
17077786 First Lien No YES 10YRIO 60
17077787 First Lien No NO NONIO 3
17077790 First Lien No NO NONIO 3
17077795 First Lien No NO NONIO 3
17077584 First Lien No NO NONIO 1
17077800 First Lien No YES 10YRIO 60
17077825 First Lien No YES 10YRIO 60
17077859 First Lien No NO NONIO 3
17077863 First Lien No YES 10YRIO 60
17077870 First Lien No NO NONIO 3
17077871 First Lien No YES 10YRIO 60
17077877 First Lien No NO NONIO 1
17077645 First Lien No YES 10YRIO 60
17077883 First Lien No YES 10YRIO 60
17077647 First Lien No YES 10YRIO 60
17077899 First Lien No YES 10YRIO 60
17077910 First Lien No NO NONIO 1
17077922 First Lien No YES 10YRIO 60
17077927 First Lien No NO NONIO 3
17077945 First Lien No YES 10YRIO 60
17077950 First Lien No YES 10YRIO 60
17088264 First Lien No YES 10YRIO 60
17088266 First Lien No NO NONIO 1
17088279 First Lien No NO NONIO 3
17088284 First Lien No YES 10YRIO 60
17088307 First Lien No YES 10YRIO 60
17088315 First Lien No YES 10YRIO 60
17088322 First Lien No YES 10YRIO 60
17088324 First Lien No NO NONIO 3
17088326 First Lien No NO NONIO 3
17088332 First Lien No NO NONIO 1
17088340 First Lien No NO NONIO 3
17088348 First Lien No YES 10YRIO 60
17088367 First Lien No YES 10YRIO 60
17088370 First Lien No YES 10YRIO 60
17088390 First Lien No YES 10YRIO 60
17088394 First Lien No YES 10YRIO 60
17088396 First Lien No YES 10YRIO 60
17088404 First Lien No YES 10YRIO 60
17066093 First Lien No YES 10YRIO 60
17066094 First Lien No YES 10YRIO 60
17066106 First Lien No YES 10YRIO 60
17066114 First Lien No YES 10YRIO 60
17066131 First Lien No NO NONIO 3
17066135 First Lien No YES 10YRIO 60
17065897 First Lien No NO NONIO 3
17066141 First Lien No NO NONIO 3
17066151 First Lien No YES 10YRIO 60
17066155 First Lien No YES 10YRIO 60
17066169 First Lien No NO NONIO 3
17065902 First Lien No YES 10YRIO 60
17066177 First Lien No NO NONIO 1
17075014 First Lien No YES 10YRIO 60
17075029 First Lien No YES 10YRIO 60
17075033 First Lien No YES 10YRIO 60
17075036 First Lien No YES 10YRIO 60
17074968 First Lien No YES 10YRIO 60
17075055 First Lien No YES 10YRIO 60
17075063 First Lien No NO NONIO 3
17075064 First Lien No YES 10YRIO 60
17075065 First Lien No NO NONIO 3
17075066 First Lien No NO NONIO 3
17075068 First Lien No NO NONIO 3
17075072 First Lien No YES 10YRIO 60
17075083 First Lien No YES 10YRIO 60
17075086 First Lien No NO NONIO 3
17075093 First Lien No NO NONIO 1
17075098 First Lien No YES 10YRIO 60
17075100 First Lien No YES 10YRIO 60
17075107 First Lien No NO NONIO 1
17075127 First Lien No YES 10YRIO 60
17075129 First Lien No YES 10YRIO 60
17074936 First Lien No NO NONIO 1
17075163 First Lien No NO NONIO 3
17075166 First Lien No YES 10YRIO 60
17074942 First Lien No NO NONIO 1
17075191 First Lien No YES 10YRIO 60
17075199 First Lien No YES 10YRIO 60
17075204 First Lien No NO NONIO 1
17075228 First Lien No NO NONIO 3
17075229 First Lien No YES 10YRIO 60
17075240 First Lien No YES 10YRIO 60
17075241 First Lien No YES 10YRIO 60
17075248 First Lien No YES 10YRIO 60
17075255 First Lien No YES 10YRIO 60
17074964 First Lien No YES 10YRIO 60
17075264 First Lien No YES 10YRIO 60
17076400 First Lien No YES 10YRIO 60
17076401 First Lien No YES 10YRIO 60
17076282 First Lien No YES 10YRIO 60
17076289 First Lien No NO NONIO 1
17076421 First Lien No YES 10YRIO 60
17076359 First Lien No YES 10YRIO 60
17076448 First Lien No YES 10YRIO 60
17076454 First Lien No YES 10YRIO 60
17076465 First Lien No YES 10YRIO 60
17076469 First Lien No NO NONIO 1
17076472 First Lien No YES 10YRIO 60
17076478 First Lien No NO NONIO 1
17076488 First Lien No YES 10YRIO 60
17076489 First Lien No NO NONIO 3
17076492 First Lien No NO NONIO 1
17076497 First Lien No NO NONIO 3
17076501 First Lien No YES 10YRIO 60
17076502 First Lien No YES 10YRIO 60
17076507 First Lien No YES 10YRIO 60
17076513 First Lien No YES 10YRIO 60
17076517 First Lien No YES 10YRIO 60
17076523 First Lien No YES 10YRIO 60
17076537 First Lien No NO NONIO 1
17076538 First Lien No YES 10YRIO 60
17076545 First Lien No YES 10YRIO 60
17076550 First Lien No NO NONIO 1
17064714 First Lien No NO NONIO 1
17064723 First Lien No YES 10YRIO 60
17064732 First Lien No NO NONIO 1
17064741 First Lien No YES 10YRIO 60
17064632 First Lien No NO NONIO 1
17064743 First Lien No YES 10YRIO 60
17064756 First Lien No YES 10YRIO 60
17064773 First Lien No YES 10YRIO 60
17064774 First Lien No YES 10YRIO 60
17064792 First Lien No YES 10YRIO 60
17064799 First Lien No YES 10YRIO 60
17064800 First Lien No YES 10YRIO 60
17064807 First Lien No YES 10YRIO 60
17064809 First Lien No YES 10YRIO 60
17064821 First Lien No YES 10YRIO 60
17064823 First Lien No YES 10YRIO 60
17064824 First Lien No NO NONIO 1
17064825 First Lien No YES 10YRIO 60
17064832 First Lien No YES 10YRIO 60
17064837 First Lien No YES 10YRIO 60
17064854 First Lien No YES 10YRIO 60
17064866 First Lien No NO NONIO 1
17064869 First Lien No YES 10YRIO 60
17064872 First Lien No YES 10YRIO 60
17064885 First Lien No YES 10YRIO 60
17064888 First Lien No YES 10YRIO 60
17064895 First Lien No NO NONIO 3
17064897 First Lien No NO NONIO 3
17064898 First Lien No YES 10YRIO 60
17064899 First Lien No YES 10YRIO 60
17064902 First Lien No YES 10YRIO 60
17064904 First Lien No YES 10YRIO 60
17064660 First Lien No YES 10YRIO 60
17064907 First Lien No YES 10YRIO 60
17064922 First Lien No NO NONIO 1
17064923 First Lien No YES 10YRIO 60
17064939 First Lien No YES 10YRIO 60
17064949 First Lien No YES 10YRIO 60
17064953 First Lien No NO NONIO 1
17064957 First Lien No NO NONIO 1
17065942 First Lien No NO NONIO 3
17065965 First Lien No NO NONIO 1
17065973 First Lien No YES 10YRIO 60
17065868 First Lien No YES 10YRIO 60
17065869 First Lien No YES 10YRIO 60
17065989 First Lien No YES 10YRIO 60
17065990 First Lien No YES 10YRIO 60
17065992 First Lien No YES 10YRIO 60
17065994 First Lien No YES 10YRIO 60
17065996 First Lien No YES 10YRIO 60
17065879 First Lien No YES 10YRIO 60
17065880 First Lien No NO NONIO 1
17066009 First Lien No YES 10YRIO 60
17066013 First Lien No YES 10YRIO 60
17066024 First Lien No YES 10YRIO 60
17065884 First Lien No NO NONIO 1
17066047 First Lien No YES 10YRIO 60
17066062 First Lien No YES 10YRIO 60
17066065 First Lien No YES 10YRIO 60
17066073 First Lien No NO NONIO 1
17066083 First Lien No NO NONIO 1
17065889 First Lien No YES 10YRIO 60
17013867 First Lien No NO NONIO 1
17013868 First Lien No NO NONIO 1
17013869 First Lien No NO NONIO 1
17013870 First Lien No NO NONIO 1
17013871 First Lien No NO NONIO 1
17013872 First Lien No NO NONIO 1
17013873 First Lien No NO NONIO 1
17013874 First Lien No NO NONIO 1
17013875 First Lien No NO NONIO 1
17013876 First Lien No NO NONIO 1
17013877 First Lien No NO NONIO 1
17013878 First Lien No NO NONIO 1
17013879 First Lien No NO NONIO 1
17013880 First Lien No NO NONIO 1
17013881 First Lien No NO NONIO 1
17013882 First Lien No NO NONIO 1
17013883 First Lien No NO NONIO 1
17013884 First Lien No NO NONIO 1
17013885 First Lien No NO NONIO 1
17013886 First Lien No NO NONIO 1
17013887 First Lien No NO NONIO 1
17013888 First Lien No NO NONIO 1
16996712 First Lien No NO NONIO 1
16996714 First Lien No NO NONIO 1
16996717 First Lien No NO NONIO 1
16996719 First Lien No YES 10YRIO 60
16996725 First Lien No NO NONIO 1
16996726 First Lien No NO NONIO 1
17129709 First Lien No YES 10YRIO 60
17154132 First Lien No NO NONIO 1
17113166 First Lien No NO NONIO 3
17201456 First Lien No NO NONIO 1
16707322 First Lien No NO NONIO 1
17013378 First Lien No NO NONIO 1
17129901 First Lien No NO NONIO 3
17154219 First Lien No NO NONIO 3
17152518 First Lien No NO NONIO 3
17129903 First Lien No NO NONIO 1
17132676 First Lien No NO NONIO 1
16724258 First Lien No NO NONIO 1
17129827 First Lien No NO NONIO 1
17182479 First Lien No NO NONIO 3
17148378 First Lien No NO NONIO 3
17168692 First Lien No NO NONIO 1
16638386 First Lien No NO NONIO 1
17077893 First Lien No NO NONIO 3
16775827 First Lien No NO NONIO 1
17178496 First Lien No NO NONIO 1
17159868 First Lien No NO NONIO 3
17077897 First Lien No NO NONIO 3
17150023 First Lien No NO NONIO 3
17201460 First Lien No NO NONIO 1
17150026 First Lien No NO NONIO 1
17113091 First Lien No NO NONIO 1
17170504 First Lien No NO NONIO 1
17201546 First Lien No NO NONIO 1
17154224 First Lien No NO NONIO 3
17128304 First Lien No NO NONIO 1
17154225 First Lien No NO NONIO 3
17128063 First Lien No NO NONIO 1
15814550 First Lien No NO NONIO 1
17141753 First Lien No NO NONIO 3
17141834 First Lien No NO NONIO 3
17166604 First Lien No NO NONIO 3
17152529 First Lien No NO NONIO 3
16847840 First Lien No NO NONIO 1
17175198 First Lien No NO NONIO 1
17159875 First Lien No NO NONIO 3
17201472 First Lien No NO NONIO 1
17057113 First Lien No NO NONIO 1
17204146 First Lien No NO NONIO 1
17128152 First Lien No NO NONIO 3
17205832 First Lien No NO NONIO 1
17152454 First Lien No NO NONIO 1
17008843 First Lien No NO NONIO 1
17200669 First Lien No NO NONIO 3
17132692 First Lien No NO NONIO 3
16641734 First Lien No NO NONIO 1
15815615 First Lien No NO NONIO 1
17128238 First Lien No NO NONIO 3
17181681 First Lien No NO NONIO 1
17141768 First Lien No NO NONIO 3
16781445 First Lien No NO NONIO 1
17129845 First Lien No NO NONIO 1
17150040 First Lien No NO NONIO 3
17150044 First Lien No NO NONIO 3
17150045 First Lien No NO NONIO 3
17200591 First Lien No NO NONIO 1
17150129 First Lien No NO NONIO 3
17202619 First Lien No NO NONIO 1
17170607 First Lien No NO NONIO 3
15356046 First Lien No NO NONIO 3
17057128 First Lien No NO NONIO 1
16728800 First Lien No NO NONIO 1
17166543 First Lien No NO NONIO 1
17141775 First Lien No NO NONIO 3
17166626 First Lien No NO NONIO 3
16691706 First Lien No NO NONIO 1
17141778 First Lien No NO NONIO 3
17129936 First Lien No NO NONIO 1
17181695 First Lien No NO NONIO 3
16835809 First Lien No NO NONIO 1
16723399 First Lien No NO NONIO 1
16819288 First Lien No NO NONIO 1
17159893 First Lien No NO NONIO 3
17150131 First Lien No NO NONIO 3
17204084 First Lien No NO NONIO 1
17128250 First Lien No NO NONIO 1
17170534 First Lien No NO NONIO 1
17154173 First Lien No NO NONIO 3
17154174 First Lien No NO NONIO 3
17008780 First Lien No NO NONIO 1
17154175 First Lien No NO NONIO 3
17170538 First Lien No NO NONIO 3
17170619 First Lien No NO NONIO 3
17166552 First Lien No NO NONIO 1
17129944 First Lien No NO NONIO 3
17166638 First Lien No NO NONIO 3
17166639 First Lien No NO NONIO 3
16848684 First Lien No NO NONIO 1
16688547 First Lien No NO NONIO 1
17150140 First Lien No NO NONIO 1
17150062 First Lien No NO NONIO 3
17170620 First Lien No NO NONIO 3
17200691 First Lien No NO NONIO 1
17154180 First Lien No NO NONIO 3
17170624 First Lien No NO NONIO 3
17155315 First Lien No NO NONIO 1
17170625 First Lien No NO NONIO 3
17088312 First Lien No NO NONIO 1
17154185 First Lien No NO NONIO 1
17057067 First Lien No NO NONIO 1
17170629 First Lien No NO NONIO 3
17128186 First Lien No NO NONIO 1
17166486 First Lien No NO NONIO 3
16819707 First Lien No NO NONIO 1
17076496 First Lien No NO NONIO 3
17203533 First Lien No NO NONIO 3
17075050 First Lien No NO NONIO 1
17170712 First Lien No NO NONIO 3
17170632 First Lien No NO NONIO 3
17204185 First Lien No NO NONIO 1
17172253 First Lien No NO NONIO 3
17154271 First Lien No NO NONIO 3
17170555 First Lien No NO NONIO 3
17170556 First Lien No NO NONIO 3
17057157 First Lien No NO NONIO 3
17170639 First Lien No NO NONIO 3
16691732 First Lien No NO NONIO 1
16691733 First Lien No NO NONIO 1
17154198 First Lien No NO NONIO 3
17166577 First Lien No NO NONIO 1
16729647 First Lien No NO NONIO 1
17150160 First Lien No NO NONIO 3
17027123 First Lien No NO NONIO 1
17170720 First Lien No NO NONIO 3
17155330 First Lien No NO NONIO 3
16801442 First Lien No NO NONIO 1
17170721 First Lien No NO NONIO 1
17150085 First Lien No NO NONIO 3
17150086 First Lien No NO NONIO 3
16407462 First Lien No NO NONIO 1
17168520 First Lien No NO NONIO 1
17077802 First Lien No NO NONIO 3
17170567 First Lien No NO NONIO 1
17088335 First Lien No NO NONIO 1
17166663 First Lien No NO NONIO 3
17128287 First Lien No NO NONIO 1
16667605 First Lien No NO NONIO 1
17166664 First Lien No NO NONIO 3
16667526 First Lien No NO NONIO 1
17166666 First Lien No NO NONIO 3
17129895 First Lien No NO NONIO 3
17112911 First Lien No NO NONIO 3
17148210 First Lien No NO NONIO 3
17150091 First Lien No NO NONIO 1
17148214 First Lien No NO NONIO 1
17060348 First Lien No NO NONIO 1
17170490 First Lien No NO NONIO 3
17154290 First Lien No NO NONIO 3
17155262 First Lien No NO NONIO 1
17170653 First Lien No NO NONIO 3
17170654 First Lien No NO NONIO 3
17178412 First Lien No NO NONIO 1
17154292 First Lien No NO NONIO 3
17150098 First Lien No NO NONIO 1
17141813 First Lien No NO NONIO 1
17141732 First Lien No NO NONIO 3
17132660 First Lien No NO NONIO 3
17200637 First Lien No NO NONIO 3
17141733 First Lien No NO NONIO 3
17154126 First Lien No NO NONIO 1
17175250 First Lien No NO NONIO 1
17181730 First Lien No NO NONIO 1
17175251 First Lien No NO NONIO 3
17132745 First Lien No NO NONIO 3
17175252 First Lien No NO NONIO 3
17182462 First Lien No NO NONIO 3
17132666 First Lien No NO NONIO 1
17182465 First Lien No NO NONIO 1
17148365 First Lien No NO NONIO 1
17043489 First Lien No NO NONIO 1
17127793 First Lien No NO NONIO 1
17168683 First Lien No NO NONIO 3
17159773 First Lien No NO NONIO 1
17168688 First Lien No NO NONIO 3
17154212 First Lien No NO NONIO 3
17172279 First Lien No NO NONIO 3
17178417 First Lien No NO NONIO 1
17170579 First Lien No NO NONIO 3
17088189 First Lien No NO NONIO 1
16667539 First Lien No NO NONIO 1
17130021 First Lien No NO NONIO 3
17148300 First Lien No NO NONIO 3
17132445 First Lien No NO NONIO 3
17182406 First Lien No NO NONIO 3
17148226 First Lien No NO NONIO 3
17013866 First Lien No NO NONIO 1
17168623 First Lien No NO NONIO 3
17178424 First Lien No NO NONIO 1
17077904 First Lien No NO NONIO 3
17155359 First Lien No NO NONIO 1
17066178 First Lien No NO NONIO 1
16407486 First Lien No NO NONIO 1
17170587 First Lien No NO NONIO 3
17168707 First Lien No NO NONIO 3
17170669 First Lien No NO NONIO 3
16610400 First Lien No NO NONIO 1
17181602 First Lien No NO NONIO 1
17175205 First Lien No NO NONIO 3
17051618 First Lien No NO NONIO 1
17155362 First Lien No NO NONIO 1
17132538 First Lien No NO NONIO 1
17170592 First Lien No NO NONIO 3
17148318 First Lien No NO NONIO 3
17172295 First Lien No NO NONIO 1
17077671 First Lien No NO NONIO 3
15947704 First Lien No NO NONIO 1
17075179 First Lien No NO NONIO 1
17077672 First Lien No NO NONIO 3
17077918 First Lien No NO NONIO 3
17077838 First Lien No NO NONIO 3
17077676 First Lien No NO NONIO 3
17201403 First Lien No NO NONIO 1
16997766 First Lien No NO NONIO 1
17013404 First Lien No NO NONIO 1
17055021 First Lien No NO NONIO 1
17132701 First Lien No NO NONIO 3
17132620 First Lien No NO NONIO 1
17132541 First Lien No NO NONIO 1
17148320 First Lien No NO NONIO 3
17055028 First Lien No NO NONIO 1
17178522 First Lien No NO NONIO 3
17077760 First Lien No NO NONIO 1
17178443 First Lien No NO NONIO 3
17077926 First Lien No NO NONIO 3
17170689 First Lien No NO NONIO 3
17178528 First Lien No NO NONIO 1
17168728 First Lien No NO NONIO 1
17055111 First Lien No NO NONIO 3
17113046 First Lien No NO NONIO 3
17181700 First Lien No NO NONIO 1
17175220 First Lien No NO NONIO 1
17175140 First Lien No NO NONIO 1
16393006 First Lien No NO NONIO 1
17159820 First Lien No NO NONIO 3
17159821 First Lien No NO NONIO 3
17077931 First Lien No NO NONIO 3
17077851 First Lien No NO NONIO 3
17159905 First Lien No NO NONIO 1
17088383 First Lien No NO NONIO 3
17168735 First Lien No NO NONIO 3
17077935 First Lien No NO NONIO 3
17178457 First Lien No NO NONIO 1
16979085 First Lien No NO NONIO 1
16610354 First Lien No NO NONIO 1
16724222 First Lien No NO NONIO 1
17182440 First Lien No NO NONIO 3
17141716 First Lien No NO NONIO 3
17141717 First Lien No NO NONIO 3
17148343 First Lien No NO NONIO 1
17132487 First Lien No NO NONIO 1
17148186 First Lien No NO NONIO 1
17077861 First Lien No NO NONIO 3
17159835 First Lien No NO NONIO 3
16968721 First Lien No NO NONIO 1
17178468 First Lien No NO NONIO 1
17201510 First Lien No NO NONIO 1
17200703 First Lien No NO NONIO 3
16610362 First Lien No NO NONIO 1
17148191 First Lien No NO NONIO 1
17076427 First Lien No NO NONIO 1
16696502 First Lien No NO NONIO 1
17175168 First Lien No NO NONIO 1
17064927 First Lien No NO NONIO 1
17182458 First Lien No NO NONIO 3
17077791 First Lien No NO NONIO 3
17077793 First Lien No NO NONIO 3
17168594 First Lien No NO NONIO 3
17168677 First Lien No NO NONIO 3
16798472 First Lien No NO NONIO 1
17077799 First Lien No NO NONIO 3
17128200 First Lien No NO NONIO 1
17200636 First Lien No NO NONIO 3
17113075 First Lien No NO NONIO 3
17012506 First Lien No YES 10YRIO 60
17012399 First Lien No YES 10YRIO 60
17012522 First Lien No YES 10YRIO 60
17010884 First Lien No NO NONIO 1
17010890 First Lien No YES 10YRIO 60
17010894 First Lien No NO NONIO 1
17010896 First Lien No YES 10YRIO 60
17010776 First Lien No YES 10YRIO 60
17010782 First Lien No YES 10YRIO 60
17012448 First Lien No YES 10YRIO 60
17012467 First Lien No YES 10YRIO 60
17012474 First Lien No YES 10YRIO 60
17012386 First Lien No NO NONIO 1
17012493 First Lien No YES 10YRIO 60
17012497 First Lien No YES 10YRIO 60
17012394 First Lien No NO NONIO 1
17012430 First Lien No YES 10YRIO 60
17004410 First Lien No NO NONIO 1
17004413 First Lien No YES 10YRIO 60
17008800 First Lien No YES 10YRIO 60
17008806 First Lien No NO NONIO 1
17008809 First Lien No NO NONIO 1
17008759 First Lien No YES 10YRIO 60
17008835 First Lien No YES 10YRIO 60
17008851 First Lien No YES 10YRIO 60
17008853 First Lien No YES 10YRIO 60
17008856 First Lien No YES 10YRIO 60
17008908 First Lien No YES 10YRIO 60
17010815 First Lien No NO NONIO 1
17010756 First Lien No NO NONIO 1
17010759 First Lien No NO NONIO 1
17010856 First Lien No NO NONIO 1
17010871 First Lien No NO NONIO 1
17004478 First Lien No NO NONIO 1
17004483 First Lien No YES 10YRIO 60
17004382 First Lien No YES 10YRIO 60
17004489 First Lien No YES 10YRIO 60
17004499 First Lien No NO NONIO 1
17004511 First Lien No YES 10YRIO 60
17004523 First Lien No NO NONIO 1
17004396 First Lien No NO NONIO 1
17004399 First Lien No YES 10YRIO 60
17004546 First Lien No NO NONIO 1
17004553 First Lien No YES 10YRIO 60
17004559 First Lien No YES 10YRIO 60
17004561 First Lien No NO NONIO 1
17004570 First Lien No YES 10YRIO 60
17004584 First Lien No YES 10YRIO 60
17004587 First Lien No YES 10YRIO 60
17001524 First Lien No YES 10YRIO 60
17001349 First Lien No NO NONIO 1
17001368 First Lien No YES 10YRIO 60
17001575 First Lien No YES 10YRIO 60
17001433 First Lien No YES 10YRIO 60
17001394 First Lien No NO NONIO 1
17001435 First Lien No YES 10YRIO 60
17001592 First Lien No NO NONIO 1
17001600 First Lien No YES 10YRIO 60
17001619 First Lien No YES 10YRIO 60
17001621 First Lien No YES 10YRIO 60
17001630 First Lien No YES 10YRIO 60
17002961 First Lien No YES 10YRIO 60
17002870 First Lien No YES 10YRIO 60
17003002 First Lien No YES 10YRIO 60
17002911 First Lien No YES 10YRIO 60
17003053 First Lien No NO NONIO 1
17003056 First Lien No YES 10YRIO 60
17003080 First Lien No YES 10YRIO 60
17003092 First Lien No YES 10YRIO 60
17004438 First Lien No YES 10YRIO 60
17004442 First Lien No NO NONIO 1
17004374 First Lien No YES 10YRIO 60
17001494 First Lien No YES 10YRIO 60
17001508 First Lien No YES 10YRIO 60
16997932 First Lien No NO NONIO 1
17001336 First Lien No NO NONIO 1
17001489 First Lien No NO NONIO 1
16997815 First Lien No NO NONIO 1
16997819 First Lien No YES 10YRIO 60
16997703 First Lien No YES 10YRIO 60
16997835 First Lien No YES 10YRIO 60
16997842 First Lien No YES 10YRIO 60
16997853 First Lien No NO NONIO 3
16997744 First Lien No YES 10YRIO 60
16997890 First Lien No YES 10YRIO 60
16997898 First Lien No YES 10YRIO 60
16997901 First Lien No YES 10YRIO 60
16994876 First Lien No YES 10YRIO 60
16994556 First Lien No NO NONIO 3
16994893 First Lien No YES 10YRIO 60
16994565 First Lien No NO NONIO 1
16994911 First Lien No YES 10YRIO 60
16994917 First Lien No YES 10YRIO 60
16997785 First Lien No YES 10YRIO 60
16997791 First Lien No YES 10YRIO 60
16989978 First Lien No YES 10YRIO 60
16989347 First Lien No YES 10YRIO 60
16989999 First Lien No YES 10YRIO 60
16989354 First Lien No NO NONIO 1
16990005 First Lien No NO NONIO 1
16990015 First Lien No NO NONIO 1
16991007 First Lien No YES 10YRIO 60
16991015 First Lien No YES 10YRIO 60
16991042 First Lien No YES 10YRIO 60
16991043 First Lien No NO NONIO 1
16990942 First Lien No YES 10YRIO 60
16991078 First Lien No YES 10YRIO 60
16990954 First Lien No NO NONIO 1
16994523 First Lien No NO NONIO 1
16994534 First Lien No YES 10YRIO 60
16994845 First Lien No YES 10YRIO 60
16994847 First Lien No YES 10YRIO 60
16984141 First Lien No NO NONIO 1
16984354 First Lien No NO NONIO 1
16984175 First Lien No YES 10YRIO 60
16989867 First Lien No YES 10YRIO 60
16989893 First Lien No NO NONIO 1
17047709 First Lien No YES 10YRIO 60
16980299 First Lien No YES 10YRIO 60
16980315 First Lien No YES 10YRIO 60
16982644 First Lien No YES 10YRIO 60
16982649 First Lien No NO NONIO 1
16982593 First Lien No NO NONIO 1
16982706 First Lien No YES 10YRIO 60
16982605 First Lien No NO NONIO 1
16982615 First Lien No YES 10YRIO 60
16982760 First Lien No NO NONIO 1
16982771 First Lien No NO NONIO 1
16984087 First Lien No YES 10YRIO 60
16984104 First Lien No YES 10YRIO 60
16984261 First Lien No NO NONIO 1
16980274 First Lien No YES 10YRIO 60
16980106 First Lien No YES 10YRIO 60
16980180 First Lien No YES 10YRIO 60
16980214 First Lien No YES 10YRIO 60
16980223 First Lien No YES 10YRIO 60
16967995 First Lien No YES 10YRIO 60
16970087 First Lien No YES 10YRIO 60
16970096 First Lien No NO NONIO 1
16971841 First Lien No YES 10YRIO 60
16978603 First Lien No YES 10YRIO 60
16978623 First Lien No YES 10YRIO 60
16978661 First Lien No YES 10YRIO 60
16912756 First Lien No NO NONIO 1
16912646 First Lien No NO NONIO 1
16912706 First Lien No YES 10YRIO 60
16857089 First Lien No NO NONIO 1
16723873 First Lien No YES 10YRIO 60
16718206 First Lien No YES 10YRIO 60
17015025 First Lien No YES 10YRIO 60
17015036 First Lien No YES 10YRIO 60
17015042 First Lien No YES 10YRIO 60
17015006 First Lien No YES 10YRIO 60
16714866 First Lien No YES 10YRIO 60
16711314 First Lien No YES 10YRIO 60
16709454 First Lien No YES 10YRIO 60
17014925 First Lien No YES 10YRIO 60
17014926 First Lien No NO NONIO 1
17014933 First Lien No YES 10YRIO 60
17014970 First Lien No YES 10YRIO 60
17014989 First Lien No YES 10YRIO 60
17014990 First Lien No YES 10YRIO 60
17014992 First Lien No YES 10YRIO 60
17013548 First Lien No YES 10YRIO 60
17013557 First Lien No YES 10YRIO 60
17013580 First Lien No NO NONIO 1
17013582 First Lien No YES 10YRIO 60
17013603 First Lien No NO NONIO 1
17013645 First Lien No YES 10YRIO 60
17013698 First Lien No YES 10YRIO 60
17013707 First Lien No YES 10YRIO 60
17013710 First Lien No NO NONIO 1
17013716 First Lien No NO NONIO 1
17013733 First Lien No YES 10YRIO 60
17013745 First Lien No YES 10YRIO 60
17013753 First Lien No YES 10YRIO 60
17013762 First Lien No YES 10YRIO 60
17013788 First Lien No YES 10YRIO 60
17013796 First Lien No YES 10YRIO 60
17013804 First Lien No YES 10YRIO 60
17013813 First Lien No YES 10YRIO 60
17013820 First Lien No YES 10YRIO 60
17013850 First Lien No YES 10YRIO 60
17014681 First Lien No YES 10YRIO 60
17014715 First Lien No YES 10YRIO 60
17014737 First Lien No YES 10YRIO 60
17014756 First Lien No YES 10YRIO 60
17014758 First Lien No YES 10YRIO 60
17014764 First Lien No YES 10YRIO 60
17014771 First Lien No YES 10YRIO 60
17014782 First Lien No YES 10YRIO 60
17014809 First Lien No YES 10YRIO 60
17014843 First Lien No YES 10YRIO 60
17014848 First Lien No NO NONIO 1
17014863 First Lien No NO NONIO 1
17014867 First Lien No YES 10YRIO 60
17014894 First Lien No YES 10YRIO 60
17014895 First Lien No YES 10YRIO 60
17013023 First Lien No NO NONIO 1
17013042 First Lien No YES 10YRIO 60
17013043 First Lien No YES 10YRIO 60
17013426 First Lien No YES 10YRIO 60
17013442 First Lien No YES 10YRIO 60
17013460 First Lien No YES 10YRIO 60
17013486 First Lien No YES 10YRIO 60
17013495 First Lien No NO NONIO 1
17013508 First Lien No YES 10YRIO 60
17013523 First Lien No NO NONIO 1
17013539 First Lien No YES 10YRIO 60
17013544 First Lien No YES 10YRIO 60
17013547 First Lien No YES 10YRIO 60
17011236 First Lien No YES 10YRIO 60
17011241 First Lien No YES 10YRIO 60
17011266 First Lien No YES 10YRIO 60
17011328 First Lien No NO NONIO 1
17011349 First Lien No NO NONIO 1
17011350 First Lien No NO NONIO 1
17011352 First Lien No NO NONIO 1
17011353 First Lien No YES 10YRIO 60
17011368 First Lien No YES 10YRIO 60
17011386 First Lien No YES 10YRIO 60
17011388 First Lien No YES 10YRIO 60
17012613 First Lien No YES 10YRIO 60
17012635 First Lien No YES 10YRIO 60
17012645 First Lien No NO NONIO 1
17012655 First Lien No YES 10YRIO 60
17012672 First Lien No YES 10YRIO 60
17012713 First Lien No YES 10YRIO 60
17012908 First Lien No YES 10YRIO 60
17012926 First Lien No YES 10YRIO 60
17012949 First Lien No YES 10YRIO 60
17012755 First Lien No YES 10YRIO 60
17012758 First Lien No NO NONIO 1
17012767 First Lien No YES 10YRIO 60
17012784 First Lien No NO NONIO 1
17012789 First Lien No YES 10YRIO 60
17012857 First Lien No YES 10YRIO 60
17012861 First Lien No YES 10YRIO 60
17012958 First Lien No YES 10YRIO 60
17012971 First Lien No YES 10YRIO 60
17012994 First Lien No YES 10YRIO 60
17012996 First Lien No YES 10YRIO 60
17013001 First Lien No YES 10YRIO 60
17011028 First Lien No YES 10YRIO 60
17011039 First Lien No YES 10YRIO 60
17011072 First Lien No YES 10YRIO 60
17011091 First Lien No YES 10YRIO 60
17011101 First Lien No YES 10YRIO 60
17011131 First Lien No YES 10YRIO 60
17011132 First Lien No YES 10YRIO 60
17005163 First Lien No YES 10YRIO 60
17005165 First Lien No YES 10YRIO 60
17005170 First Lien No YES 10YRIO 60
17008953 First Lien No NO NONIO 1
17008969 First Lien No YES 10YRIO 60
17008995 First Lien No YES 10YRIO 60
17009003 First Lien No YES 10YRIO 60
17009031 First Lien No NO NONIO 1
17009045 First Lien No YES 10YRIO 60
17009061 First Lien No NO NONIO 1
17009086 First Lien No YES 10YRIO 60
17009117 First Lien No YES 10YRIO 60
17009126 First Lien No YES 10YRIO 60
17009132 First Lien No YES 10YRIO 60
17009133 First Lien No YES 10YRIO 60
17009149 First Lien No NO NONIO 1
17009155 First Lien No NO NONIO 1
17009162 First Lien No YES 10YRIO 60
17009168 First Lien No YES 10YRIO 60
17009179 First Lien No YES 10YRIO 60
17009188 First Lien No YES 10YRIO 60
17009207 First Lien No YES 10YRIO 60
17009213 First Lien No YES 10YRIO 60
17009225 First Lien No YES 10YRIO 60
17009247 First Lien No YES 10YRIO 60
17009248 First Lien No YES 10YRIO 60
17009281 First Lien No YES 10YRIO 60
17009306 First Lien No YES 10YRIO 60
17009317 First Lien No NO NONIO 1
17009318 First Lien No YES 10YRIO 60
17009323 First Lien No YES 10YRIO 60
17010973 First Lien No YES 10YRIO 60
17010989 First Lien No YES 10YRIO 60
17010992 First Lien No YES 10YRIO 60
17010995 First Lien No YES 10YRIO 60
17011003 First Lien No YES 10YRIO 60
17005157 First Lien No YES 10YRIO 60
17005159 First Lien No YES 10YRIO 60
17005128 First Lien No YES 10YRIO 60
17005086 First Lien No YES 10YRIO 60
17005122 First Lien No YES 10YRIO 60
17005124 First Lien No YES 10YRIO 60
17005012 First Lien No YES 10YRIO 60
17005013 First Lien No YES 10YRIO 60
17005016 First Lien No YES 10YRIO 60
17005053 First Lien No NO NONIO 1
17004978 First Lien No YES 10YRIO 60
17005001 First Lien No YES 10YRIO 60
17004959 First Lien No YES 10YRIO 60
17004948 First Lien No YES 10YRIO 60
17004849 First Lien No YES 10YRIO 60
17004817 First Lien No YES 10YRIO 60
17004836 First Lien No YES 10YRIO 60
17003300 First Lien No YES 10YRIO 60
17003357 First Lien No NO NONIO 1
17003393 First Lien No YES 10YRIO 60
17003415 First Lien No YES 10YRIO 60
17003425 First Lien No YES 10YRIO 60
17003430 First Lien No YES 10YRIO 60
17003432 First Lien No NO NONIO 1
17003441 First Lien No YES 10YRIO 60
17003478 First Lien No YES 10YRIO 60
17003497 First Lien No YES 10YRIO 60
17003523 First Lien No YES 10YRIO 60
17003539 First Lien No YES 10YRIO 60
17003543 First Lien No YES 10YRIO 60
17003602 First Lien No YES 10YRIO 60
17003606 First Lien No NO NONIO 1
17003614 First Lien No YES 10YRIO 60
17003616 First Lien No YES 10YRIO 60
17003628 First Lien No YES 10YRIO 60
17004629 First Lien No NO NONIO 1
17004698 First Lien No NO NONIO 1
17004706 First Lien No YES 10YRIO 60
17004762 First Lien No YES 10YRIO 60
17004784 First Lien No YES 10YRIO 60
17002033 First Lien No YES 10YRIO 60
17002081 First Lien No YES 10YRIO 60
17002153 First Lien No YES 10YRIO 60
17002176 First Lien No YES 10YRIO 60
17002226 First Lien No NO NONIO 1
17002232 First Lien No YES 10YRIO 60
17002247 First Lien No YES 10YRIO 60
17002261 First Lien No YES 10YRIO 60
17002271 First Lien No YES 10YRIO 60
17002281 First Lien No YES 10YRIO 60
17002289 First Lien No YES 10YRIO 60
17002299 First Lien No YES 10YRIO 60
17002306 First Lien No NO NONIO 1
17002309 First Lien No YES 10YRIO 60
17002346 First Lien No YES 10YRIO 60
17002365 First Lien No YES 10YRIO 60
17002366 First Lien No YES 10YRIO 60
17002371 First Lien No YES 10YRIO 60
17002381 First Lien No YES 10YRIO 60
17002387 First Lien No YES 10YRIO 60
17002394 First Lien No YES 10YRIO 60
17002395 First Lien No NO NONIO 1
17002402 First Lien No YES 10YRIO 60
17002403 First Lien No YES 10YRIO 60
17002405 First Lien No YES 10YRIO 60
17002409 First Lien No YES 10YRIO 60
17002433 First Lien No YES 10YRIO 60
17002439 First Lien No NO NONIO 1
17002442 First Lien No YES 10YRIO 60
17002447 First Lien No YES 10YRIO 60
17003212 First Lien No YES 10YRIO 60
17003224 First Lien No YES 10YRIO 60
17000112 First Lien No YES 10YRIO 60
17000195 First Lien No YES 10YRIO 60
17000226 First Lien No YES 10YRIO 60
17000229 First Lien No YES 10YRIO 60
17000271 First Lien No YES 10YRIO 60
17000282 First Lien No NO NONIO 1
17000315 First Lien No YES 10YRIO 60
17000357 First Lien No YES 10YRIO 60
17000368 First Lien No NO NONIO 1
17000414 First Lien No YES 10YRIO 60
17000456 First Lien No YES 10YRIO 60
17000480 First Lien No YES 10YRIO 60
17000483 First Lien No NO NONIO 1
17000507 First Lien No YES 10YRIO 60
17000514 First Lien No YES 10YRIO 60
17000516 First Lien No YES 10YRIO 60
17001930 First Lien No YES 10YRIO 60
17001990 First Lien No YES 10YRIO 60
17002011 First Lien No YES 10YRIO 60
16991842 First Lien No NO NONIO 1
16991844 First Lien No YES 10YRIO 60
16991865 First Lien No YES 10YRIO 60
16991874 First Lien No YES 10YRIO 60
16991878 First Lien No YES 10YRIO 60
16994979 First Lien No YES 10YRIO 60
16995079 First Lien No YES 10YRIO 60
16995166 First Lien No YES 10YRIO 60
16995174 First Lien No NO NONIO 1
16995185 First Lien No YES 10YRIO 60
16995198 First Lien No YES 10YRIO 60
16995320 First Lien No YES 10YRIO 60
16995338 First Lien No YES 10YRIO 60
16995348 First Lien No YES 10YRIO 60
16995364 First Lien No YES 10YRIO 60
16995371 First Lien No NO NONIO 1
16991744 First Lien No YES 10YRIO 60
16991772 First Lien No YES 10YRIO 60
16991549 First Lien No YES 10YRIO 60
16991559 First Lien No NO NONIO 1
16991563 First Lien No YES 10YRIO 60
16991664 First Lien No YES 10YRIO 60
16990391 First Lien No YES 10YRIO 60
16990400 First Lien No YES 10YRIO 60
16991438 First Lien No NO NONIO 1
16991493 First Lien No YES 10YRIO 60
16991496 First Lien No YES 10YRIO 60
16990141 First Lien No YES 10YRIO 60
16990142 First Lien No YES 10YRIO 60
16990147 First Lien No NO NONIO 1
16990153 First Lien No YES 10YRIO 60
16990204 First Lien No YES 10YRIO 60
16990318 First Lien No YES 10YRIO 60
16990324 First Lien No NO NONIO 1
16990332 First Lien No YES 10YRIO 60
16990338 First Lien No YES 10YRIO 60
16985132 First Lien No YES 10YRIO 60
16985190 First Lien No YES 10YRIO 60
16985238 First Lien No YES 10YRIO 60
16985246 First Lien No YES 10YRIO 60
16990064 First Lien No YES 10YRIO 60
16990088 First Lien No YES 10YRIO 60
16990089 First Lien No YES 10YRIO 60
16990091 First Lien No YES 10YRIO 60
16990092 First Lien No YES 10YRIO 60
16984831 First Lien No YES 10YRIO 60
16984845 First Lien No NO NONIO 1
16984945 First Lien No NO NONIO 1
16985019 First Lien No NO NONIO 1
16984664 First Lien No YES 10YRIO 60
16984678 First Lien No YES 10YRIO 60
16984814 First Lien No NO NONIO 1
16983102 First Lien No NO NONIO 1
16982800 First Lien No YES 10YRIO 60
16982858 First Lien No YES 10YRIO 60
16982939 First Lien No YES 10YRIO 60
16983018 First Lien No YES 10YRIO 60
16981401 First Lien No NO NONIO 1
16981500 First Lien No NO NONIO 1
16981538 First Lien No YES 10YRIO 60
16981561 First Lien No NO NONIO 1
16981656 First Lien No YES 10YRIO 60
16981677 First Lien No YES 10YRIO 60
16981708 First Lien No YES 10YRIO 60
16981800 First Lien No NO NONIO 1
16981196 First Lien No YES 10YRIO 60
16981209 First Lien No YES 10YRIO 60
16981247 First Lien No YES 10YRIO 60
16981249 First Lien No YES 10YRIO 60
16981255 First Lien No YES 10YRIO 60
16981287 First Lien No YES 10YRIO 60
16981334 First Lien No YES 10YRIO 60
16980867 First Lien No YES 10YRIO 60
16980868 First Lien No YES 10YRIO 60
16980990 First Lien No YES 10YRIO 60
16981016 First Lien No YES 10YRIO 60
16981078 First Lien No YES 10YRIO 60
16981124 First Lien No YES 10YRIO 60
16981147 First Lien No YES 10YRIO 60
16979178 First Lien No YES 10YRIO 60
16979200 First Lien No NO NONIO 1
16979229 First Lien No YES 10YRIO 60
16979283 First Lien No YES 10YRIO 60
16979373 First Lien No YES 10YRIO 60
16979477 First Lien No YES 10YRIO 60
16979506 First Lien No NO NONIO 1
16979520 First Lien No YES 10YRIO 60
16979557 First Lien No NO NONIO 1
16980513 First Lien No YES 10YRIO 60
16980607 First Lien No YES 10YRIO 60
16980683 First Lien No YES 10YRIO 60
16980726 First Lien No YES 10YRIO 60
16980808 First Lien No YES 10YRIO 60
16980846 First Lien No YES 10YRIO 60
16974424 First Lien No NO NONIO 1
16974426 First Lien No NO NONIO 1
16974433 First Lien No YES 10YRIO 60
16974436 First Lien No YES 10YRIO 60
16974464 First Lien No YES 10YRIO 60
16974473 First Lien No YES 10YRIO 60
16978683 First Lien No NO NONIO 1
16978816 First Lien No YES 10YRIO 60
16978853 First Lien No YES 10YRIO 60
16978864 First Lien No YES 10YRIO 60
16978923 First Lien No YES 10YRIO 60
16978975 First Lien No YES 10YRIO 60
16978995 First Lien No YES 10YRIO 60
16979121 First Lien No YES 10YRIO 60
16973878 First Lien No YES 10YRIO 60
16973888 First Lien No YES 10YRIO 60
16973926 First Lien No NO NONIO 1
16973973 First Lien No YES 10YRIO 60
16973975 First Lien No YES 10YRIO 60
16974019 First Lien No YES 10YRIO 60
16974084 First Lien No YES 10YRIO 60
16970828 First Lien No YES 10YRIO 60
16970862 First Lien No YES 10YRIO 60
16970922 First Lien No YES 10YRIO 60
16970925 First Lien No YES 10YRIO 60
16973734 First Lien No NO NONIO 1
16973735 First Lien No NO NONIO 1
16973822 First Lien No YES 10YRIO 60
16970714 First Lien No NO NONIO 1
16970553 First Lien No YES 10YRIO 60
16970575 First Lien No YES 10YRIO 60
16970592 First Lien No YES 10YRIO 60
16970506 First Lien No YES 10YRIO 60
16970468 First Lien No YES 10YRIO 60
16968911 First Lien No NO NONIO 1
16968919 First Lien No YES 10YRIO 60
16968676 First Lien No NO NONIO 1
16965212 First Lien No YES 10YRIO 60
16965243 First Lien No YES 10YRIO 60
16965260 First Lien No YES 10YRIO 60
16965396 First Lien No YES 10YRIO 60
16965443 First Lien No YES 10YRIO 60
16965544 First Lien No NO NONIO 1
16965572 First Lien No YES 10YRIO 60
16965590 First Lien No YES 10YRIO 60
16965627 First Lien No YES 10YRIO 60
16965672 First Lien No YES 10YRIO 60
16965674 First Lien No YES 10YRIO 60
16965678 First Lien No NO NONIO 1
16963025 First Lien No YES 10YRIO 60
16963074 First Lien No YES 10YRIO 60
16963119 First Lien No YES 10YRIO 60
16963300 First Lien No NO NONIO 1
16859576 First Lien No NO NONIO 1
16859607 First Lien No YES 10YRIO 60
16859636 First Lien No NO NONIO 1
16859653 First Lien No NO NONIO 1
16859542 First Lien No YES 10YRIO 60
16859504 First Lien No NO NONIO 1
16859325 First Lien No YES 10YRIO 60
16859332 First Lien No YES 10YRIO 60
16859296 First Lien No YES 10YRIO 60
16857533 First Lien No YES 10YRIO 60
16857400 First Lien No YES 10YRIO 60
16857483 First Lien No YES 10YRIO 60
16857014 First Lien No NO NONIO 1
16857036 First Lien No YES 10YRIO 60
16856856 First Lien No YES 10YRIO 60
16856834 First Lien No YES 10YRIO 60
16731321 First Lien No YES 10YRIO 60
16848728 First Lien No NO NONIO 1
17010227 First Lien No YES 10YRIO 60
16848720 First Lien No NO NONIO 1
16965797 First Lien No YES 10YRIO 60
16966581 First Lien No NO NONIO 1
16965754 First Lien No YES 10YRIO 60
17028166 First Lien No NO NONIO 1
17028162 First Lien No NO NONIO 1
17028181 First Lien No NO NONIO 1
17028156 First Lien No NO NONIO 1
17028160 First Lien No NO NONIO 1
17028171 First Lien No NO NONIO 1
17028168 First Lien No NO NONIO 1
17028169 First Lien No NO NONIO 1
17028163 First Lien No NO NONIO 1
17028152 First Lien No NO NONIO 1
17028174 First Lien No NO NONIO 1
17028185 First Lien No NO NONIO 1
17028177 First Lien No NO NONIO 1
17028164 First Lien No NO NONIO 1
17058648 First Lien No NO NONIO 1
17028175 First Lien No NO NONIO 1
17028153 First Lien No NO NONIO 1
17028142 First Lien No NO NONIO 1
17076110 First Lien No YES 10YRIO 60
17028182 First Lien No NO NONIO 1
17028151 First Lien No NO NONIO 1
17058642 First Lien No NO NONIO 1
17028158 First Lien No NO NONIO 1
17028141 First Lien No NO NONIO 1
17058650 First Lien No NO NONIO 1
17028157 First Lien No NO NONIO 1
17076114 First Lien No YES 10YRIO 60
17028183 First Lien No NO NONIO 1
17028176 First Lien No NO NONIO 1
17058647 First Lien No NO NONIO 1
17028178 First Lien No NO NONIO 1
17028188 First Lien No NO NONIO 1
17058652 First Lien No NO NONIO 1
17028186 First Lien No NO NONIO 1
17058651 First Lien No NO NONIO 1
17028172 First Lien No NO NONIO 3
17076125 First Lien No YES 10YRIO 60
17058656 First Lien No NO NONIO 1
17120294 First Lien No NO NONIO 3
17120291 First Lien No NO NONIO 3
17076115 First Lien No YES 10YRIO 60
17076140 First Lien No YES 10YRIO 60
17120301 First Lien No NO NONIO 1
17076128 First Lien No YES 10YRIO 60
17058669 First Lien No NO NONIO 1
17058663 First Lien No NO NONIO 1
17076117 First Lien No YES 10YRIO 60
17076120 First Lien No YES 10YRIO 60
17076132 First Lien No YES 10YRIO 60
17120288 First Lien No NO NONIO 3
17058653 First Lien No NO NONIO 1
17076137 First Lien No YES 10YRIO 60
17076135 First Lien No YES 10YRIO 60
17076129 First Lien No YES 10YRIO 60
17120306 First Lien No NO NONIO 3
17058665 First Lien No NO NONIO 1
17120307 First Lien No NO NONIO 3
17076138 First Lien No YES 10YRIO 60
17076131 First Lien No YES 10YRIO 60
17058660 First Lien No NO NONIO 1
17120303 First Lien No NO NONIO 1
17076134 First Lien No YES 10YRIO 60
17120293 First Lien No NO NONIO 1
17076126 First Lien No YES 10YRIO 60
17076148 First Lien No YES 10YRIO 60
17076118 First Lien No YES 10YRIO 60
17076154 First Lien No YES 10YRIO 60
17076150 First Lien No YES 10YRIO 60
17076139 First Lien No YES 10YRIO 60
17076153 First Lien No YES 10YRIO 60
17076124 First Lien No YES 10YRIO 60
17076116 First Lien No YES 10YRIO 60
17120313 First Lien No NO NONIO 1
17076158 First Lien No YES 10YRIO 60
17076130 First Lien No YES 10YRIO 60
17120315 First Lien No NO NONIO 3
17076119 First Lien No YES 10YRIO 60
17076145 First Lien No YES 10YRIO 60
17120317 First Lien No NO NONIO 3
17120302 First Lien No NO NONIO 3
17076144 First Lien No YES 10YRIO 60
17076149 First Lien No YES 10YRIO 60
17076113 First Lien No YES 10YRIO 60
17120297 First Lien No NO NONIO 1
17076122 First Lien No YES 10YRIO 60
17120299 First Lien No NO NONIO 1
17076108 First Lien No YES 10YRIO 60
17076133 First Lien No YES 10YRIO 60
17076142 First Lien No YES 10YRIO 60
17076141 First Lien No YES 10YRIO 60
17076155 First Lien No YES 10YRIO 60
17076112 First Lien No YES 10YRIO 60
17076156 First Lien No YES 10YRIO 60
17120309 First Lien No NO NONIO 1
17076159 First Lien No YES 10YRIO 60
17120312 First Lien No NO NONIO 1
17076136 First Lien No YES 10YRIO 60
17076157 First Lien No YES 10YRIO 60
17076146 First Lien No YES 10YRIO 60
16697419 First Lien No YES 10YRIO 60
17014619 First Lien No YES 10YRIO 60
17014622 First Lien No NO NONIO 1
16643278 First Lien No NO NONIO 1
16600240 First Lien No YES 10YRIO 60
17120300 First Lien No NO NONIO 1
17120311 First Lien No NO NONIO 1
17120314 First Lien No NO NONIO 3
17076160 First Lien No YES 10YRIO 60
17120323 First Lien No NO NONIO 1
17076152 First Lien No YES 10YRIO 60
17120322 First Lien No NO NONIO 1
17120325 First Lien No NO NONIO 3
17120289 First Lien No NO NONIO 1
17028161 First Lien No NO NONIO 1
17028150 First Lien No NO NONIO 1
17028167 First Lien No NO NONIO 1
17028143 First Lien No NO NONIO 1
16965848 First Lien No YES 10YRIO 60
16966602 First Lien No NO NONIO 1
17076109 First Lien No YES 10YRIO 60
16966599 First Lien No NO NONIO 1
17028154 First Lien No NO NONIO 1
16966603 First Lien No NO NONIO 1
17004240 First Lien No NO NONIO 1
17004266 First Lien No NO NONIO 1
17004269 First Lien No NO NONIO 1
17028146 First Lien No NO NONIO 1
16665276 First Lien No YES 10YRIO 60
16655847 First Lien No YES 10YRIO 60
17014593 First Lien No YES 10YRIO 60
17014596 First Lien No YES 10YRIO 60
17014601 First Lien No YES 10YRIO 60
17014575 First Lien No NO NONIO 1
17014579 First Lien No YES 10YRIO 60
17014591 First Lien No YES 10YRIO 60
16585262 First Lien No YES 10YRIO 60
16564255 First Lien No NO NONIO 1
16548399 First Lien No NO NONIO 1
16692438 First Lien No YES 10YRIO 60
17013221 First Lien No YES 10YRIO 60
17013360 First Lien No NO NONIO 1
17013365 First Lien No YES 10YRIO 60
17013366 First Lien No YES 10YRIO 60
17013371 First Lien No NO NONIO 1
17013372 First Lien No YES 10YRIO 60
17013380 First Lien No NO NONIO 1
17013184 First Lien No YES 10YRIO 60
17013398 First Lien No YES 10YRIO 60
17013403 First Lien No YES 10YRIO 60
17013416 First Lien No YES 10YRIO 60
17013227 First Lien No YES 10YRIO 60
17013418 First Lien No YES 10YRIO 60
17014514 First Lien No YES 10YRIO 60
17014525 First Lien No NO NONIO 1
17014527 First Lien No YES 10YRIO 60
17014532 First Lien No YES 10YRIO 60
17014534 First Lien No NO NONIO 1
17014536 First Lien No YES 10YRIO 60
17014430 First Lien No YES 10YRIO 60
17014539 First Lien No YES 10YRIO 60
17014540 First Lien No YES 10YRIO 60
17014542 First Lien No NO NONIO 1
17014443 First Lien No YES 10YRIO 60
16640947 First Lien No YES 10YRIO 60
17013312 First Lien No YES 10YRIO 60
17013318 First Lien No YES 10YRIO 60
17013177 First Lien No YES 10YRIO 60
17013321 First Lien No NO NONIO 1
17013325 First Lien No YES 10YRIO 60
17013347 First Lien No YES 10YRIO 60
16838829 First Lien No YES 10YRIO 60
16838844 First Lien No YES 10YRIO 60
16838670 First Lien No YES 10YRIO 60
16709398 First Lien No YES 10YRIO 60
16707623 First Lien No NO NONIO 1
16360692 First Lien No NO NONIO 1
16666471 First Lien No YES 10YRIO 60
17060750 First Lien No YES 10YRIO 60
17060782 First Lien No YES 10YRIO 60
17060837 First Lien No YES 10YRIO 60
17060840 First Lien No YES 10YRIO 60
17065131 First Lien No YES 10YRIO 60
17065134 First Lien No YES 10YRIO 60
17065180 First Lien No YES 10YRIO 60
17065207 First Lien No NO NONIO 1
17065259 First Lien No YES 10YRIO 60
17066576 First Lien No YES 10YRIO 60
17065261 First Lien No YES 10YRIO 60
17065262 First Lien No YES 10YRIO 60
17065269 First Lien No YES 10YRIO 60
17065337 First Lien No YES 10YRIO 60
17065350 First Lien No YES 10YRIO 60
17065472 First Lien No YES 10YRIO 60
17066341 First Lien No YES 10YRIO 60
17066354 First Lien No NO NONIO 1
17066356 First Lien No NO NONIO 1
17066363 First Lien No YES 10YRIO 60
17066383 First Lien No YES 10YRIO 60
17066390 First Lien No YES 10YRIO 60
17066492 First Lien No YES 10YRIO 60
17060673 First Lien No YES 10YRIO 60
17060703 First Lien No YES 10YRIO 60
17060477 First Lien No YES 10YRIO 60
17060523 First Lien No NO NONIO 1
17060565 First Lien No YES 10YRIO 60
17060568 First Lien No YES 10YRIO 60
17060570 First Lien No YES 10YRIO 60
17060615 First Lien No NO NONIO 1
17060670 First Lien No YES 10YRIO 60
16610293 First Lien No NO NONIO 1
16567403 First Lien No NO NONIO 1
16851187 First Lien No YES 10YRIO 60
16849519 First Lien No NO NONIO 1
16849520 First Lien No YES 10YRIO 60
16849429 First Lien No YES 10YRIO 60
16847937 First Lien No YES 10YRIO 60
16849318 First Lien No YES 10YRIO 60
16849088 First Lien No YES 10YRIO 60
16832950 First Lien No YES 10YRIO 60
16833214 First Lien No NO NONIO 1
16833259 First Lien No YES 10YRIO 60
16835215 First Lien No YES 10YRIO 60
16835221 First Lien No YES 10YRIO 60
16827019 First Lien No YES 10YRIO 60
16809362 First Lien No YES 10YRIO 60
16809202 First Lien No YES 10YRIO 60
16809560 First Lien No YES 10YRIO 60
16806897 First Lien No YES 10YRIO 60
16807312 First Lien No YES 10YRIO 60
16807369 First Lien No YES 10YRIO 60
16852425 First Lien No NO NONIO 1
16852427 First Lien No NO NONIO 1
16852429 First Lien No NO NONIO 1
16852430 First Lien No NO NONIO 1
16852431 First Lien No NO NONIO 1
16852432 First Lien No NO NONIO 1
16852433 First Lien No NO NONIO 1
16852434 First Lien No NO NONIO 1
16852435 First Lien No NO NONIO 1
16852436 First Lien No NO NONIO 1
16852437 First Lien No NO NONIO 1
16852439 First Lien No NO NONIO 1
16852440 First Lien No NO NONIO 1
16852441 First Lien No NO NONIO 1
16852443 First Lien No NO NONIO 1
16852445 First Lien No NO NONIO 1
16852446 First Lien No NO NONIO 1
16852447 First Lien No NO NONIO 1
16852448 First Lien No NO NONIO 1
16852449 First Lien No NO NONIO 1
16852450 First Lien No NO NONIO 1
16852451 First Lien No NO NONIO 1
16852452 First Lien No NO NONIO 1
16852453 First Lien No NO NONIO 1
16852454 First Lien No NO NONIO 1
16852455 First Lien No NO NONIO 1
16833520 First Lien No YES 10YRIO 60
16193734 First Lien No NO NONIO 1
17076103 First Lien No YES 10YRIO 60
17076100 First Lien No YES 10YRIO 60
17076102 First Lien No YES 10YRIO 60
17076101 First Lien No YES 10YRIO 60
17058637 First Lien No NO NONIO 1
17076095 First Lien No YES 10YRIO 60
17076098 First Lien No YES 10YRIO 60
17076104 First Lien No YES 10YRIO 60
17076097 First Lien No YES 10YRIO 60
17076105 First Lien No YES 10YRIO 60
17076106 First Lien No YES 10YRIO 60
17076107 First Lien No YES 10YRIO 60
17120282 First Lien No NO NONIO 1
17076099 First Lien No YES 10YRIO 60
17120281 First Lien No NO NONIO 1
17076094 First Lien No YES 10YRIO 60
17048318 First Lien No YES 10YRIO 60
17048353 First Lien No YES 10YRIO 60
17048365 First Lien No YES 10YRIO 60
17051868 First Lien No YES 10YRIO 60
17051870 First Lien No YES 10YRIO 60
17051871 First Lien No YES 10YRIO 60
17051872 First Lien No YES 10YRIO 60
17051874 First Lien No YES 10YRIO 60
17051977 First Lien No YES 10YRIO 60
17051987 First Lien No YES 10YRIO 60
17052012 First Lien No YES 10YRIO 60
17052018 First Lien No YES 10YRIO 60
17052021 First Lien No YES 10YRIO 60
17052024 First Lien No YES 10YRIO 60
17052026 First Lien No YES 10YRIO 60
17052049 First Lien No YES 10YRIO 60
17052056 First Lien No YES 10YRIO 60
17052062 First Lien No YES 10YRIO 60
17052069 First Lien No YES 10YRIO 60
17052095 First Lien No YES 10YRIO 60
17052100 First Lien No YES 10YRIO 60
17052120 First Lien No YES 10YRIO 60
17052121 First Lien No YES 10YRIO 60
17052181 First Lien No YES 10YRIO 60
17052228 First Lien No YES 10YRIO 60
17052278 First Lien No NO NONIO 1
17052279 First Lien No YES 10YRIO 60
17052292 First Lien No YES 10YRIO 60
17053239 First Lien No YES 10YRIO 60
17053307 First Lien No YES 10YRIO 60
17053323 First Lien No NO NONIO 1
17053339 First Lien No YES 10YRIO 60
17053358 First Lien No YES 10YRIO 60
17053362 First Lien No YES 10YRIO 60
17053364 First Lien No YES 10YRIO 60
17053367 First Lien No NO NONIO 1
17053380 First Lien No YES 10YRIO 60
17053382 First Lien No YES 10YRIO 60
17053412 First Lien No YES 10YRIO 60
17053415 First Lien No YES 10YRIO 60
17053425 First Lien No YES 10YRIO 60
17053430 First Lien No YES 10YRIO 60
17053434 First Lien No YES 10YRIO 60
17055519 First Lien No YES 10YRIO 60
17055525 First Lien No NO NONIO 1
17055564 First Lien No YES 10YRIO 60
17055572 First Lien No NO NONIO 1
17055598 First Lien No YES 10YRIO 60
17055667 First Lien No YES 10YRIO 60
17055726 First Lien No YES 10YRIO 60
17055753 First Lien No YES 10YRIO 60
17055773 First Lien No YES 10YRIO 60
17055851 First Lien No YES 10YRIO 60
17055869 First Lien No YES 10YRIO 60
17055889 First Lien No YES 10YRIO 60
17055914 First Lien No YES 10YRIO 60
17055976 First Lien No YES 10YRIO 60
17055985 First Lien No YES 10YRIO 60
17055990 First Lien No YES 10YRIO 60
17056029 First Lien No YES 10YRIO 60
17056088 First Lien No YES 10YRIO 60
17056090 First Lien No NO NONIO 1
17057567 First Lien No YES 10YRIO 60
17057578 First Lien No NO NONIO 1
17057601 First Lien No YES 10YRIO 60
17057637 First Lien No YES 10YRIO 60
17057643 First Lien No YES 10YRIO 60
17057663 First Lien No NO NONIO 1
17057694 First Lien No YES 10YRIO 60
17057696 First Lien No YES 10YRIO 60
17057721 First Lien No YES 10YRIO 60
17057735 First Lien No NO NONIO 1
17057763 First Lien No YES 10YRIO 60
17057765 First Lien No YES 10YRIO 60
17057784 First Lien No YES 10YRIO 60
17057816 First Lien No YES 10YRIO 60
17057827 First Lien No YES 10YRIO 60
17057837 First Lien No YES 10YRIO 60
17057841 First Lien No YES 10YRIO 60
17057848 First Lien No NO NONIO 1
17057866 First Lien No YES 10YRIO 60
17057869 First Lien No YES 10YRIO 60
17057921 First Lien No YES 10YRIO 60
17057979 First Lien No YES 10YRIO 60
17057988 First Lien No YES 10YRIO 60
17057998 First Lien No YES 10YRIO 60
17058021 First Lien No YES 10YRIO 60
17059204 First Lien No NO NONIO 1
17059283 First Lien No YES 10YRIO 60
17059297 First Lien No YES 10YRIO 60
17059313 First Lien No YES 10YRIO 60
17059321 First Lien No YES 10YRIO 60
17059399 First Lien No NO NONIO 1
17059409 First Lien No YES 10YRIO 60
17059414 First Lien No YES 10YRIO 60
17059430 First Lien No YES 10YRIO 60
17059473 First Lien No YES 10YRIO 60
17059482 First Lien No NO NONIO 1
17059524 First Lien No YES 10YRIO 60
17059531 First Lien No YES 10YRIO 60
17059550 First Lien No YES 10YRIO 60
17059554 First Lien No YES 10YRIO 60
17059595 First Lien No YES 10YRIO 60
17059603 First Lien No NO NONIO 1
17042500 First Lien No YES 10YRIO 60
17042524 First Lien No NO NONIO 1
17042528 First Lien No NO NONIO 1
17042531 First Lien No YES 10YRIO 60
17042540 First Lien No YES 10YRIO 60
17042549 First Lien No YES 10YRIO 60
17042567 First Lien No YES 10YRIO 60
17042581 First Lien No YES 10YRIO 60
17042593 First Lien No YES 10YRIO 60
17042595 First Lien No NO NONIO 1
17042602 First Lien No NO NONIO 1
17042608 First Lien No YES 10YRIO 60
17042630 First Lien No YES 10YRIO 60
17042636 First Lien No NO NONIO 1
17042660 First Lien No YES 10YRIO 60
17042665 First Lien No YES 10YRIO 60
17042683 First Lien No YES 10YRIO 60
17042688 First Lien No NO NONIO 1
17042706 First Lien No YES 10YRIO 60
17042710 First Lien No YES 10YRIO 60
17042731 First Lien No NO NONIO 1
17042785 First Lien No YES 10YRIO 60
17042792 First Lien No YES 10YRIO 60
17042798 First Lien No YES 10YRIO 60
17042802 First Lien No YES 10YRIO 60
17042804 First Lien No YES 10YRIO 60
17042812 First Lien No YES 10YRIO 60
17042817 First Lien No YES 10YRIO 60
17043785 First Lien No YES 10YRIO 60
17043801 First Lien No YES 10YRIO 60
17043807 First Lien No YES 10YRIO 60
17043871 First Lien No YES 10YRIO 60
17043876 First Lien No YES 10YRIO 60
17043899 First Lien No YES 10YRIO 60
17043929 First Lien No YES 10YRIO 60
17043938 First Lien No YES 10YRIO 60
17043946 First Lien No YES 10YRIO 60
17043951 First Lien No NO NONIO 1
17043958 First Lien No YES 10YRIO 60
17043961 First Lien No NO NONIO 1
17043970 First Lien No YES 10YRIO 60
17043972 First Lien No YES 10YRIO 60
17043984 First Lien No YES 10YRIO 60
17043989 First Lien No YES 10YRIO 60
17043994 First Lien No YES 10YRIO 60
17043995 First Lien No YES 10YRIO 60
17043999 First Lien No YES 10YRIO 60
17044000 First Lien No YES 10YRIO 60
17044001 First Lien No YES 10YRIO 60
17044004 First Lien No YES 10YRIO 60
17044005 First Lien No YES 10YRIO 60
17044026 First Lien No NO NONIO 1
17044043 First Lien No YES 10YRIO 60
17044044 First Lien No NO NONIO 1
17044045 First Lien No YES 10YRIO 60
17044053 First Lien No YES 10YRIO 60
17044059 First Lien No YES 10YRIO 60
17044063 First Lien No YES 10YRIO 60
17044064 First Lien No YES 10YRIO 60
17044067 First Lien No YES 10YRIO 60
17044070 First Lien No NO NONIO 1
17044073 First Lien No YES 10YRIO 60
17044093 First Lien No YES 10YRIO 60
17044094 First Lien No NO NONIO 1
17044119 First Lien No YES 10YRIO 60
17044129 First Lien No YES 10YRIO 60
17044135 First Lien No NO NONIO 1
17047953 First Lien No YES 10YRIO 60
17047959 First Lien No NO NONIO 1
17047966 First Lien No YES 10YRIO 60
17048002 First Lien No YES 10YRIO 60
17048017 First Lien No YES 10YRIO 60
17048018 First Lien No YES 10YRIO 60
17048022 First Lien No YES 10YRIO 60
17048038 First Lien No NO NONIO 1
17048045 First Lien No NO NONIO 1
17048068 First Lien No YES 10YRIO 60
17048072 First Lien No YES 10YRIO 60
17048076 First Lien No YES 10YRIO 60
17048078 First Lien No YES 10YRIO 60
17048083 First Lien No YES 10YRIO 60
17048099 First Lien No YES 10YRIO 60
17048106 First Lien No YES 10YRIO 60
17048141 First Lien No YES 10YRIO 60
17048176 First Lien No YES 10YRIO 60
17048186 First Lien No YES 10YRIO 60
17048211 First Lien No YES 10YRIO 60
17048251 First Lien No YES 10YRIO 60
17048255 First Lien No YES 10YRIO 60
17048266 First Lien No YES 10YRIO 60
17048270 First Lien No NO NONIO 1
17048274 First Lien No NO NONIO 1
17048287 First Lien No YES 10YRIO 60
17048298 First Lien No YES 10YRIO 60
17034561 First Lien No YES 10YRIO 60
17034567 First Lien No YES 10YRIO 60
17034583 First Lien No YES 10YRIO 60
17034611 First Lien No YES 10YRIO 60
17034619 First Lien No YES 10YRIO 60
17034628 First Lien No YES 10YRIO 60
17034641 First Lien No YES 10YRIO 60
17034646 First Lien No YES 10YRIO 60
17034658 First Lien No YES 10YRIO 60
17034681 First Lien No YES 10YRIO 60
17034686 First Lien No YES 10YRIO 60
17034694 First Lien No YES 10YRIO 60
17034700 First Lien No YES 10YRIO 60
17034712 First Lien No YES 10YRIO 60
17034715 First Lien No YES 10YRIO 60
17034716 First Lien No YES 10YRIO 60
17034718 First Lien No YES 10YRIO 60
17034720 First Lien No YES 10YRIO 60
17034732 First Lien No YES 10YRIO 60
17034745 First Lien No YES 10YRIO 60
17034762 First Lien No YES 10YRIO 60
17034789 First Lien No YES 10YRIO 60
17034808 First Lien No YES 10YRIO 60
17034813 First Lien No YES 10YRIO 60
17034815 First Lien No YES 10YRIO 60
17034816 First Lien No YES 10YRIO 60
17034824 First Lien No YES 10YRIO 60
17034839 First Lien No YES 10YRIO 60
17034851 First Lien No YES 10YRIO 60
17034895 First Lien No YES 10YRIO 60
17034912 First Lien No YES 10YRIO 60
17042423 First Lien No YES 10YRIO 60
17042429 First Lien No YES 10YRIO 60
17042434 First Lien No YES 10YRIO 60
17042435 First Lien No YES 10YRIO 60
17027779 First Lien No YES 10YRIO 60
17027793 First Lien No YES 10YRIO 60
17027833 First Lien No YES 10YRIO 60
17027852 First Lien No YES 10YRIO 60
17027863 First Lien No YES 10YRIO 60
17027890 First Lien No YES 10YRIO 60
17027893 First Lien No YES 10YRIO 60
17027909 First Lien No YES 10YRIO 60
17027919 First Lien No NO NONIO 1
17027948 First Lien No YES 10YRIO 60
17033156 First Lien No NO NONIO 1
17033158 First Lien No YES 10YRIO 60
17033164 First Lien No YES 10YRIO 60
17033167 First Lien No YES 10YRIO 60
17033172 First Lien No YES 10YRIO 60
17033181 First Lien No YES 10YRIO 60
17033188 First Lien No YES 10YRIO 60
17033190 First Lien No YES 10YRIO 60
17033193 First Lien No YES 10YRIO 60
17033196 First Lien No YES 10YRIO 60
17033198 First Lien No NO NONIO 1
17033208 First Lien No YES 10YRIO 60
17033212 First Lien No YES 10YRIO 60
17033325 First Lien No YES 10YRIO 60
17033327 First Lien No YES 10YRIO 60
17033334 First Lien No YES 10YRIO 60
17033336 First Lien No YES 10YRIO 60
17033349 First Lien No NO NONIO 1
17033352 First Lien No YES 10YRIO 60
17033361 First Lien No YES 10YRIO 60
17033367 First Lien No YES 10YRIO 60
17033372 First Lien No YES 10YRIO 60
17033392 First Lien No YES 10YRIO 60
17033406 First Lien No NO NONIO 1
17033482 First Lien No NO NONIO 1
17033483 First Lien No YES 10YRIO 60
17033486 First Lien No NO NONIO 1
17033512 First Lien No YES 10YRIO 60
17033528 First Lien No YES 10YRIO 60
17033529 First Lien No YES 10YRIO 60
17033541 First Lien No YES 10YRIO 60
17033557 First Lien No NO NONIO 1
17033560 First Lien No YES 10YRIO 60
17033572 First Lien No NO NONIO 1
17033575 First Lien No NO NONIO 1
17033580 First Lien No NO NONIO 1
17033589 First Lien No NO NONIO 1
17033594 First Lien No YES 10YRIO 60
17033600 First Lien No YES 10YRIO 60
17033622 First Lien No YES 10YRIO 60
17033654 First Lien No NO NONIO 1
17033662 First Lien No YES 10YRIO 60
17033677 First Lien No YES 10YRIO 60
17033679 First Lien No YES 10YRIO 60
17033687 First Lien No YES 10YRIO 60
17034396 First Lien No NO NONIO 1
17034427 First Lien No YES 10YRIO 60
17034435 First Lien No YES 10YRIO 60
17034477 First Lien No NO NONIO 1
17034505 First Lien No YES 10YRIO 60
17034509 First Lien No NO NONIO 1
17034510 First Lien No YES 10YRIO 60
17034518 First Lien No YES 10YRIO 60
17022063 First Lien No YES 10YRIO 60
17022072 First Lien No YES 10YRIO 60
17022078 First Lien No YES 10YRIO 60
17022105 First Lien No YES 10YRIO 60
17022113 First Lien No YES 10YRIO 60
17022134 First Lien No YES 10YRIO 60
17022138 First Lien No NO NONIO 1
17022142 First Lien No YES 10YRIO 60
17022147 First Lien No YES 10YRIO 60
17022168 First Lien No YES 10YRIO 60
17022173 First Lien No YES 10YRIO 60
17022195 First Lien No NO NONIO 1
17022208 First Lien No YES 10YRIO 60
17022221 First Lien No NO NONIO 1
17022237 First Lien No YES 10YRIO 60
17022260 First Lien No NO NONIO 1
17022263 First Lien No YES 10YRIO 60
17022266 First Lien No YES 10YRIO 60
17022270 First Lien No YES 10YRIO 60
17027560 First Lien No YES 10YRIO 60
17027600 First Lien No YES 10YRIO 60
17027607 First Lien No YES 10YRIO 60
17027629 First Lien No YES 10YRIO 60
17027640 First Lien No YES 10YRIO 60
17027648 First Lien No YES 10YRIO 60
17027653 First Lien No YES 10YRIO 60
17027673 First Lien No YES 10YRIO 60
17027686 First Lien No YES 10YRIO 60
17027691 First Lien No YES 10YRIO 60
17027694 First Lien No YES 10YRIO 60
17027709 First Lien No YES 10YRIO 60
17027712 First Lien No YES 10YRIO 60
17027723 First Lien No YES 10YRIO 60
17027725 First Lien No YES 10YRIO 60
17027729 First Lien No YES 10YRIO 60
17027735 First Lien No YES 10YRIO 60
17027772 First Lien No YES 10YRIO 60
17015063 First Lien No YES 10YRIO 60
17015066 First Lien No NO NONIO 1
17015076 First Lien No YES 10YRIO 60
17015079 First Lien No YES 10YRIO 60
17015083 First Lien No YES 10YRIO 60
17015088 First Lien No YES 10YRIO 60
17015094 First Lien No NO NONIO 1
17015098 First Lien No YES 10YRIO 60
17015107 First Lien No YES 10YRIO 60
17015109 First Lien No YES 10YRIO 60
17015110 First Lien No NO NONIO 1
17015123 First Lien No YES 10YRIO 60
17015150 First Lien No YES 10YRIO 60
17016247 First Lien No YES 10YRIO 60
17016311 First Lien No YES 10YRIO 60
17016317 First Lien No YES 10YRIO 60
17016325 First Lien No YES 10YRIO 60
17016352 First Lien No NO NONIO 1
17016361 First Lien No YES 10YRIO 60
17016369 First Lien No YES 10YRIO 60
17016389 First Lien No NO NONIO 1
17016421 First Lien No YES 10YRIO 60
17016423 First Lien No NO NONIO 1
17016438 First Lien No YES 10YRIO 60
17016475 First Lien No YES 10YRIO 60
17016490 First Lien No YES 10YRIO 60
17016537 First Lien No YES 10YRIO 60
17016548 First Lien No YES 10YRIO 60
17016555 First Lien No NO NONIO 1
17016558 First Lien No NO NONIO 1
17016572 First Lien No NO NONIO 1
17016589 First Lien No YES 10YRIO 60
17021041 First Lien No YES 10YRIO 60
17021054 First Lien No YES 10YRIO 60
17021069 First Lien No YES 10YRIO 60
17021079 First Lien No YES 10YRIO 60
17021101 First Lien No YES 10YRIO 60
17021134 First Lien No YES 10YRIO 60
17021150 First Lien No YES 10YRIO 60
17021177 First Lien No YES 10YRIO 60
17021181 First Lien No NO NONIO 1
17021212 First Lien No YES 10YRIO 60
17021228 First Lien No YES 10YRIO 60
17021229 First Lien No YES 10YRIO 60
17021234 First Lien No YES 10YRIO 60
17021235 First Lien No YES 10YRIO 60
17021240 First Lien No YES 10YRIO 60
17021245 First Lien No YES 10YRIO 60
17021259 First Lien No NO NONIO 1
17021261 First Lien No YES 10YRIO 60
17021271 First Lien No YES 10YRIO 60
17021281 First Lien No YES 10YRIO 60
17021300 First Lien No YES 10YRIO 60
17021307 First Lien No YES 10YRIO 60
17021312 First Lien No YES 10YRIO 60
17021316 First Lien No YES 10YRIO 60
17021324 First Lien No YES 10YRIO 60
17021929 First Lien No YES 10YRIO 60
17021941 First Lien No YES 10YRIO 60
17021945 First Lien No YES 10YRIO 60
17021949 First Lien No YES 10YRIO 60
17021950 First Lien No YES 10YRIO 60
17021986 First Lien No NO NONIO 1
17022001 First Lien No YES 10YRIO 60
17022004 First Lien No NO NONIO 1
17022015 First Lien No NO NONIO 1
17022029 First Lien No YES 10YRIO 60
17022030 First Lien No YES 10YRIO 60
17022031 First Lien No YES 10YRIO 60
17022034 First Lien No YES 10YRIO 60
17022043 First Lien No YES 10YRIO 60
16852337 First Lien No YES 10YRIO 60
16852382 First Lien No YES 10YRIO 60
16852398 First Lien No NO NONIO 1
16852914 First Lien No NO NONIO 1
16853138 First Lien No YES 10YRIO 60
16853265 First Lien No YES 10YRIO 60
16853276 First Lien No YES 10YRIO 60
16853333 First Lien No YES 10YRIO 60
16851409 First Lien No YES 10YRIO 60
16851413 First Lien No YES 10YRIO 60
16851889 First Lien No YES 10YRIO 60
16851895 First Lien No YES 10YRIO 60
16852205 First Lien No YES 10YRIO 60
16852237 First Lien No YES 10YRIO 60
16844900 First Lien No YES 10YRIO 60
16845661 First Lien No YES 10YRIO 60
16844733 First Lien No YES 10YRIO 60
16839778 First Lien No YES 10YRIO 60
16839869 First Lien No YES 10YRIO 60
16839904 First Lien No YES 10YRIO 60
16840121 First Lien No YES 10YRIO 60
16840221 First Lien No YES 10YRIO 60
16840226 First Lien No YES 10YRIO 60
16839012 First Lien No YES 10YRIO 60
16839045 First Lien No YES 10YRIO 60
16839088 First Lien No YES 10YRIO 60
16659139 First Lien No YES 10YRIO 60
16653706 First Lien No YES 10YRIO 60
16653866 First Lien No YES 10YRIO 60
17155265 First Lien No NO NONIO 3
17075157 First Lien No NO NONIO 3
17075158 First Lien No NO NONIO 3
17170657 First Lien No NO NONIO 3
16646099 First Lien No YES 10YRIO 60
16804098 First Lien No YES 10YRIO 60
16809728 First Lien No YES 10YRIO 60
16824283 First Lien No YES 10YRIO 60
16824327 First Lien No YES 10YRIO 60
16824025 First Lien No YES 10YRIO 60
16824065 First Lien No YES 10YRIO 60
16819583 First Lien No YES 10YRIO 60
16819829 First Lien No YES 10YRIO 60
16819338 First Lien No YES 10YRIO 60
16819354 First Lien No YES 10YRIO 60
16819569 First Lien No YES 10YRIO 60
16814310 First Lien No YES 10YRIO 60
16813770 First Lien No YES 10YRIO 60
16978193 First Lien No YES 10YRIO 60
16978225 First Lien No YES 10YRIO 60
16978241 First Lien No YES 10YRIO 60
16978314 First Lien No YES 10YRIO 60
16978336 First Lien No YES 10YRIO 60
16978042 First Lien No YES 10YRIO 60
16978083 First Lien No YES 10YRIO 60
16978086 First Lien No YES 10YRIO 60
16978103 First Lien No YES 10YRIO 60
16978151 First Lien No YES 10YRIO 60
16970058 First Lien No YES 10YRIO 60
16675127 First Lien No NO NONIO 1
16686707 First Lien No YES 10YRIO 60
17055076 First Lien No YES 10YRIO 60
17055077 First Lien No NO NONIO 1
17055080 First Lien No YES 10YRIO 60
17055081 First Lien No YES 10YRIO 60
17054885 First Lien No NO NONIO 1
17055089 First Lien No YES 10YRIO 60
17055095 First Lien No YES 10YRIO 60
17055096 First Lien No YES 10YRIO 60
17055124 First Lien No YES 10YRIO 60
17055128 First Lien No YES 10YRIO 60
17055143 First Lien No NO NONIO 1
17054901 First Lien No YES 10YRIO 60
17055154 First Lien No YES 10YRIO 60
17055172 First Lien No YES 10YRIO 60
17055175 First Lien No YES 10YRIO 60
17055180 First Lien No NO NONIO 1
17055187 First Lien No YES 10YRIO 60
17055194 First Lien No YES 10YRIO 60
17055204 First Lien No YES 10YRIO 60
17055205 First Lien No YES 10YRIO 60
17057036 First Lien No NO NONIO 1
17057043 First Lien No YES 10YRIO 60
17057047 First Lien No YES 10YRIO 60
17057049 First Lien No YES 10YRIO 60
17057061 First Lien No YES 10YRIO 60
17057069 First Lien No YES 10YRIO 60
17057072 First Lien No YES 10YRIO 60
17057082 First Lien No YES 10YRIO 60
17057094 First Lien No YES 10YRIO 60
17057097 First Lien No YES 10YRIO 60
17057112 First Lien No NO NONIO 1
17056968 First Lien No YES 10YRIO 60
17056973 First Lien No YES 10YRIO 60
17057134 First Lien No NO NONIO 1
17057140 First Lien No YES 10YRIO 60
17057143 First Lien No NO NONIO 1
17057156 First Lien No YES 10YRIO 60
17057159 First Lien No YES 10YRIO 60
17057024 First Lien No YES 10YRIO 60
17057178 First Lien No YES 10YRIO 60
17057184 First Lien No YES 10YRIO 60
17057190 First Lien No YES 10YRIO 60
17057195 First Lien No YES 10YRIO 60
17057032 First Lien No YES 10YRIO 60
17056992 First Lien No YES 10YRIO 60
17056994 First Lien No YES 10YRIO 60
17057217 First Lien No NO NONIO 1
17057223 First Lien No NO NONIO 1
17058779 First Lien No YES 10YRIO 60
17058782 First Lien No YES 10YRIO 60
17058784 First Lien No YES 10YRIO 60
17058799 First Lien No YES 10YRIO 60
17058801 First Lien No YES 10YRIO 60
17058678 First Lien No YES 10YRIO 60
17058825 First Lien No YES 10YRIO 60
17058683 First Lien No NO NONIO 1
17058828 First Lien No NO NONIO 1
17058685 First Lien No NO NONIO 1
17058839 First Lien No NO NONIO 1
17058841 First Lien No YES 10YRIO 60
17058849 First Lien No YES 10YRIO 60
17058851 First Lien No NO NONIO 1
17058855 First Lien No YES 10YRIO 60
17058858 First Lien No YES 10YRIO 60
17058861 First Lien No YES 10YRIO 60
17058864 First Lien No YES 10YRIO 60
17058754 First Lien No YES 10YRIO 60
17058867 First Lien No YES 10YRIO 60
17058882 First Lien No YES 10YRIO 60
17058883 First Lien No NO NONIO 1
17058893 First Lien No YES 10YRIO 60
17058916 First Lien No YES 10YRIO 60
17058927 First Lien No YES 10YRIO 60
17058938 First Lien No NO NONIO 1
17058945 First Lien No YES 10YRIO 60
17058956 First Lien No YES 10YRIO 60
17058975 First Lien No NO NONIO 1
17058737 First Lien No YES 10YRIO 60
17058738 First Lien No YES 10YRIO 60
17058743 First Lien No YES 10YRIO 60
17060310 First Lien No YES 10YRIO 60
17060313 First Lien No YES 10YRIO 60
17060314 First Lien No YES 10YRIO 60
17060316 First Lien No YES 10YRIO 60
17060320 First Lien No YES 10YRIO 60
17060328 First Lien No YES 10YRIO 60
17060334 First Lien No YES 10YRIO 60
17060344 First Lien No YES 10YRIO 60
17060345 First Lien No YES 10YRIO 60
17060366 First Lien No NO NONIO 1
17060397 First Lien No YES 10YRIO 60
17060398 First Lien No YES 10YRIO 60
17060287 First Lien No YES 10YRIO 60
17060248 First Lien No NO NONIO 3
17060250 First Lien No YES 10YRIO 60
17060430 First Lien No YES 10YRIO 60
17060432 First Lien No NO NONIO 1
17060256 First Lien No NO NONIO 1
17060448 First Lien No YES 10YRIO 60
17060266 First Lien No NO NONIO 1
17055043 First Lien No YES 10YRIO 60
17055048 First Lien No YES 10YRIO 60
17055065 First Lien No YES 10YRIO 60
17055066 First Lien No YES 10YRIO 60
17055020 First Lien No NO NONIO 1
17055022 First Lien No YES 10YRIO 60
17055027 First Lien No YES 10YRIO 60
17055035 First Lien No NO NONIO 1
17054876 First Lien No YES 10YRIO 60
17051730 First Lien No YES 10YRIO 60
17051736 First Lien No YES 10YRIO 60
17051739 First Lien No YES 10YRIO 60
17051740 First Lien No YES 10YRIO 60
17051744 First Lien No NO NONIO 1
17051746 First Lien No YES 10YRIO 60
17051750 First Lien No YES 10YRIO 60
17051760 First Lien No YES 10YRIO 60
17051761 First Lien No YES 10YRIO 60
17051766 First Lien No YES 10YRIO 60
17051770 First Lien No YES 10YRIO 60
17051778 First Lien No NO NONIO 1
17051779 First Lien No YES 10YRIO 60
17051784 First Lien No YES 10YRIO 60
17051787 First Lien No YES 10YRIO 60
17052762 First Lien No YES 10YRIO 60
17052770 First Lien No YES 10YRIO 60
17052779 First Lien No YES 10YRIO 60
17052785 First Lien No YES 10YRIO 60
17052786 First Lien No YES 10YRIO 60
17052792 First Lien No NO NONIO 1
17052817 First Lien No YES 10YRIO 60
17052830 First Lien No YES 10YRIO 60
17052835 First Lien No NO NONIO 1
17052848 First Lien No YES 10YRIO 60
17052850 First Lien No YES 10YRIO 60
17052866 First Lien No YES 10YRIO 60
17052867 First Lien No YES 10YRIO 60
17052872 First Lien No YES 10YRIO 60
17052881 First Lien No YES 10YRIO 60
17052883 First Lien No YES 10YRIO 60
17052891 First Lien No YES 10YRIO 60
17052717 First Lien No NO NONIO 1
17052895 First Lien No YES 10YRIO 60
17052896 First Lien No YES 10YRIO 60
17052897 First Lien No NO NONIO 1
17052718 First Lien No YES 10YRIO 60
17052909 First Lien No YES 10YRIO 60
17052913 First Lien No YES 10YRIO 60
17052930 First Lien No YES 10YRIO 60
17052952 First Lien No YES 10YRIO 60
17052731 First Lien No YES 10YRIO 60
17052967 First Lien No YES 10YRIO 60
17052969 First Lien No YES 10YRIO 60
17052976 First Lien No YES 10YRIO 60
17052979 First Lien No NO NONIO 1
17052981 First Lien No YES 10YRIO 60
17052993 First Lien No YES 10YRIO 60
17054952 First Lien No YES 10YRIO 60
17054954 First Lien No NO NONIO 1
17054957 First Lien No NO NONIO 1
17054961 First Lien No YES 10YRIO 60
17054976 First Lien No YES 10YRIO 60
17054978 First Lien No YES 10YRIO 60
17054984 First Lien No YES 10YRIO 60
17054856 First Lien No YES 10YRIO 60
17054987 First Lien No YES 10YRIO 60
17055007 First Lien No YES 10YRIO 60
17055008 First Lien No YES 10YRIO 60
17054861 First Lien No YES 10YRIO 60
17055012 First Lien No YES 10YRIO 60
17054868 First Lien No NO NONIO 1
17055016 First Lien No YES 10YRIO 60
16969051 First Lien No YES 10YRIO 60
16704738 First Lien No YES 10YRIO 60
16704568 First Lien No YES 10YRIO 60
16803581 First Lien No YES 10YRIO 60
16801612 First Lien No YES 10YRIO 60
16801625 First Lien No YES 10YRIO 60
16801790 First Lien No YES 10YRIO 60
16798896 First Lien No YES 10YRIO 60
16798264 First Lien No YES 10YRIO 60
16790950 First Lien No YES 10YRIO 60
16798549 First Lien No YES 10YRIO 60
16791169 First Lien No YES 10YRIO 60
16788548 First Lien No YES 10YRIO 60
16779071 First Lien No YES 10YRIO 60
16781021 First Lien No YES 10YRIO 60
16781453 First Lien No NO NONIO 1
16778291 First Lien No YES 10YRIO 60
16775225 First Lien No YES 10YRIO 60
16776547 First Lien No YES 10YRIO 60
16772589 First Lien No YES 10YRIO 60
16770655 First Lien No YES 10YRIO 60
16770703 First Lien No YES 10YRIO 60
16765110 First Lien No YES 10YRIO 60
16731494 First Lien No YES 10YRIO 60
16731657 First Lien No YES 10YRIO 60
16848692 First Lien No NO NONIO 1
17028130 First Lien No NO NONIO 1
16966571 First Lien No NO NONIO 1
16848699 First Lien No NO NONIO 1
17021524 First Lien No YES 10YRIO 60
17076096 First Lien No YES 10YRIO 60
16814852 First Lien No NO NONIO 1
16730091 First Lien No YES 10YRIO 60
16642707 First Lien No YES 10YRIO 60
16851442 First Lien No NO NONIO 1
16845521 First Lien No YES 10YRIO 60
16851589 First Lien No YES 10YRIO 60
16851624 First Lien No NO NONIO 1
16851661 First Lien No YES 10YRIO 60
16852463 First Lien No YES 10YRIO 60
16847163 First Lien No NO NONIO 1
16852597 First Lien No NO NONIO 1
16848750 First Lien No NO NONIO 1
16851510 First Lien No NO NONIO 1
16856290 First Lien No YES 10YRIO 60
16856308 First Lien No YES 10YRIO 60
16856192 First Lien No YES 10YRIO 60
16832479 First Lien No YES 10YRIO 60
16832480 First Lien No YES 10YRIO 60
16834840 First Lien No YES 10YRIO 60
16838299 First Lien No NO NONIO 1
16838333 First Lien No YES 10YRIO 60
16843805 First Lien No YES 10YRIO 60
16843999 First Lien No NO NONIO 1
16845361 First Lien No NO NONIO 1
16845445 First Lien No YES 10YRIO 60
16823329 First Lien No YES 10YRIO 60
16818712 First Lien No NO NONIO 1
16818732 First Lien No NO NONIO 1
16826187 First Lien No YES 10YRIO 60
16764807 First Lien No NO NONIO 1
16694738 First Lien No YES 10YRIO 60
17066673 First Lien No YES 10YRIO 60
17075480 First Lien No YES 10YRIO 60
17075485 First Lien No YES 10YRIO 60
17075493 First Lien No YES 10YRIO 60
17075542 First Lien No YES 10YRIO 60
17075561 First Lien No NO NONIO 1
17075563 First Lien No NO NONIO 1
17075565 First Lien No NO NONIO 1
17075616 First Lien No YES 10YRIO 60
17075657 First Lien No YES 10YRIO 60
17075662 First Lien No NO NONIO 1
17075665 First Lien No YES 10YRIO 60
17075677 First Lien No YES 10YRIO 60
17075697 First Lien No NO NONIO 1
17075731 First Lien No YES 10YRIO 60
17075816 First Lien No YES 10YRIO 60
17075842 First Lien No YES 10YRIO 60
17075861 First Lien No YES 10YRIO 60
17075909 First Lien No YES 10YRIO 60
17075970 First Lien No YES 10YRIO 60
17075972 First Lien No YES 10YRIO 60
17076823 First Lien No YES 10YRIO 60
17076828 First Lien No NO NONIO 1
17076860 First Lien No YES 10YRIO 60
17076867 First Lien No YES 10YRIO 60
17076913 First Lien No YES 10YRIO 60
17077256 First Lien No YES 10YRIO 60
17078264 First Lien No YES 10YRIO 60
17078378 First Lien No YES 10YRIO 60
17078399 First Lien No YES 10YRIO 60
17078435 First Lien No YES 10YRIO 60
17078651 First Lien No YES 10YRIO 60
17078707 First Lien No YES 10YRIO 60
16730439 First Lien No YES 10YRIO 60
17088805 First Lien No YES 10YRIO 60
17113458 First Lien No YES 10YRIO 60
17113462 First Lien No YES 10YRIO 60
17113491 First Lien No YES 10YRIO 60
17113494 First Lien No YES 10YRIO 60
17113499 First Lien No YES 10YRIO 60
17128547 First Lien No YES 10YRIO 60
17128772 First Lien No YES 10YRIO 60
17088966 First Lien No YES 10YRIO 60
17088984 First Lien No YES 10YRIO 60
17089206 First Lien No YES 10YRIO 60
17089217 First Lien No YES 10YRIO 60
16857171 First Lien No NO NONIO 1
16857215 First Lien No NO NONIO 1
17088728 First Lien No YES 10YRIO 60
17088796 First Lien No YES 10YRIO 60
17088708 First Lien No YES 10YRIO 60
LOAN_SEQ AMORT_TERM1 PORTFOLIO PREPAY PP_DESC PP_HARD_SOFT Group NEG_AMORT_FLAG1
17013304 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17013297 360 XXXX Yes 12MPP Soft/Unk Group 2 NEGAM
17013301 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17012577 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17012579 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17012596 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17013277 360 XXXX No No PP NoPP Group 1 NEGAM
17013279 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17013281 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17013285 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17012573 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17051690 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17051715 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17051521 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17051599 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17051600 360 XXXX No No PP NoPP Group 2 NEGAM
17051602 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17051605 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17051610 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17051617 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17051644 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17051649 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17051506 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17051661 360 XXXX No No PP NoPP Group 1 NEGAM
17051675 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17051681 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17051513 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17051514 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17051683 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17051684 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17051687 360 XXXX No No PP NoPP Group 1 NEGAM
17051688 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17047887 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17047893 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17047897 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17047906 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17051563 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17051564 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17051567 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17051568 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17051573 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17051577 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17051591 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17047713 360 XXXX No No PP NoPP Group 2 NEGAM
17047760 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17047766 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17047785 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17047791 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17047801 360 XXXX No No PP NoPP Group 2 NEGAM
17047808 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17047810 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17047811 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17047822 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17047830 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17047206 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17047208 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17047844 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17047860 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17047863 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17047864 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17047868 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17047869 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17047873 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17047876 360 XXXX No No PP NoPP Group 2 NEGAM
17047877 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17047880 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17043542 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17047729 360 XXXX No No PP NoPP Group 1 NEGAM
17047730 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17047174 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17047175 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17047744 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17047181 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17047755 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17043478 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17043480 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17043486 360 XXXX No No PP NoPP Group 2 NEGAM
17043499 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17043502 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17043513 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17043533 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17043535 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17043000 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17043244 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17043246 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17043373 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17043376 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17043381 360 XXXX No No PP NoPP Group 2 NEGAM
17043309 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17043398 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17043399 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17043404 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17043413 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17043415 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17043418 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17043426 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17043429 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17043448 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17043450 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17043468 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17043475 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17042870 360 XXXX No No PP NoPP Group 2 NEGAM
17042875 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17042879 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17042881 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17042891 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17042893 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17041655 360 XXXX No No PP NoPP Group 2 NEGAM
17042912 360 XXXX No No PP NoPP Group 2 NEGAM
17042914 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17042918 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17042921 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17042926 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17042927 360 XXXX No No PP NoPP Group 2 NEGAM
17042928 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17041641 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17042939 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17042941 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17042942 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17042948 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17042957 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17042959 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17042968 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17042973 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17042984 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17042988 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17042994 480 XXXX Yes 4MPP Hard Group 1 NEGAM
17042999 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17042852 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17041617 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17042859 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034262 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034265 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034266 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17034268 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17034270 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034272 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17034275 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034290 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034294 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17034295 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034304 360 XXXX No No PP NoPP Group 2 NEGAM
17034307 360 XXXX No No PP NoPP Group 2 NEGAM
17034171 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17034321 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034178 360 XXXX No No PP NoPP Group 2 NEGAM
17034326 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034219 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17034330 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034339 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034182 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17034349 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17034354 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17034358 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17034359 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034361 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17034368 360 XXXX No No PP NoPP Group 2 NEGAM
17034371 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17034375 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17034390 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17042837 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17032895 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032898 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032907 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17034231 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034240 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17034248 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17034251 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17034253 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032875 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032878 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032887 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17032659 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032889 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032891 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032829 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032680 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032847 360 XXXX No No PP NoPP Group 2 NEGAM
17032848 360 XXXX No No PP NoPP Group 2 NEGAM
17032637 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032857 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17032873 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032612 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17032744 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032745 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17032746 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17032748 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032750 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032765 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032774 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032776 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17032778 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17032781 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032784 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032630 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17032803 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032819 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032821 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032824 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17027514 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17027525 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027148 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027533 360 XXXX No No PP NoPP Group 2 NEGAM
17027153 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17027539 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17027545 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17027548 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032711 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032713 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032715 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17032717 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032720 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17032722 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032723 360 XXXX No No PP NoPP Group 1 NEGAM
17032728 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17032739 360 XXXX No No PP NoPP Group 2 NEGAM
17021885 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17021891 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17021892 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027357 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17027362 360 XXXX No No PP NoPP Group 2 NEGAM
17027368 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17027373 360 XXXX No No PP NoPP Group 2 NEGAM
17027381 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027396 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027121 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027408 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17027410 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17027411 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17027416 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027417 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027430 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027128 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17027435 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027441 360 XXXX No No PP NoPP Group 2 NEGAM
17027444 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027447 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17027454 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027171 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027464 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17027473 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027475 360 XXXX No No PP NoPP Group 2 NEGAM
17027477 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027489 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027498 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17027501 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17027510 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17016071 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17016075 360 XXXX No No PP NoPP Group 1 NEGAM
17016096 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17016099 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17015995 360 XXXX No No PP NoPP Group 2 NEGAM
17016105 360 XXXX No No PP NoPP Group 2 NEGAM
17016107 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17016108 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17016133 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17016135 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17016014 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17016140 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17016142 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17016144 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17016150 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17016159 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17016163 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17016168 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17016173 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17016177 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17016178 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17016179 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17016185 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17016187 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17016189 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17016030 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17016195 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17016196 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17016203 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17016209 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17016212 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17016215 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17016217 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17016221 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17016225 360 XXXX No No PP NoPP Group 2 NEGAM
17016037 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17016228 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17016234 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17020893 360 XXXX No No PP NoPP Group 2 NEGAM
17020901 360 XXXX No No PP NoPP Group 2 NEGAM
17020905 360 XXXX No No PP NoPP Group 2 NEGAM
17020911 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17020922 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17020928 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17020931 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17020352 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17020942 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17020363 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17020946 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17020948 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17020962 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17020366 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17020972 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17020982 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17020985 360 XXXX No No PP NoPP Group 2 NEGAM
17020988 360 XXXX No No PP NoPP Group 2 NEGAM
17020996 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17021008 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17021719 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17021720 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17021744 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17021745 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17021642 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17021749 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17021758 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17021768 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17021776 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17021793 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17021801 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17021697 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17021807 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17021814 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17021817 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17021659 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17021824 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17021661 360 XXXX No No PP NoPP Group 2 NEGAM
17021834 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17021839 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17021844 480 XXXX No No PP NoPP Group 1 NEGAM
17021845 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17021669 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17021864 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17021708 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17021872 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17021676 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17021877 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17021882 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17021883 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17016068 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17014461 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17014462 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17014458 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17014642 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17014643 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17012562 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17012536 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17012541 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17012545 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17012549 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17133043 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17133052 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17133060 360 AFL2 Yes 6MPP Soft/Unk Group 2 NEGAM
17130574 360 AFL2 No No PP NoPP Group 2 NEGAM
17168571 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17154252 360 XXXX No No PP NoPP Group 2 NEGAM
17154253 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17154262 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17154293 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17155295 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17155375 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17155388 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17155390 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17155392 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17155287 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17159790 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17159827 360 XXXX No No PP NoPP Group 2 NEGAM
17159830 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17159836 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17159873 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17159914 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17159922 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17166559 480 XXXX Yes 4MPP Hard Group 1 NEGAM
17166570 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17166574 360 XXXX No No PP NoPP Group 2 NEGAM
17166602 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17152499 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17152521 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17154165 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17154191 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17154193 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17130003 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17130007 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17130015 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17130033 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17132465 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17132473 360 XXXX No No PP NoPP Group 2 NEGAM
17132492 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17132516 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17132527 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17132529 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17132539 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17132564 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17132566 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17132567 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17132650 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17132405 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17132673 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17132715 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17132737 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17132749 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17141713 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17141719 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17141720 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17141724 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17141725 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17141772 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17141777 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17141791 360 XXXX No No PP NoPP Group 2 NEGAM
17141793 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17141820 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17141833 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17148181 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17148205 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17148245 360 XXXX No No PP NoPP Group 2 NEGAM
17148307 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17148390 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17148394 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17148400 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17150082 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17150088 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17150097 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17150120 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17150126 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17150136 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17150158 360 XXXX No No PP NoPP Group 2 NEGAM
17152424 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17152459 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17152472 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17113123 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17113130 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17113148 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17127939 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17127970 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17127982 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17127995 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17128015 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17128031 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17128060 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17128145 360 XXXX No No PP NoPP Group 2 NEGAM
17128164 360 XXXX No No PP NoPP Group 1 NEGAM
17128213 360 XXXX Yes 12MPP Soft/Unk Group 2 NEGAM
17128218 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17127863 360 XXXX No No PP NoPP Group 1 NEGAM
17128232 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17128240 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17128243 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17128277 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17127937 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17129812 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17129815 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17129828 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17129830 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17129849 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17129851 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17129768 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17129854 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17129861 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17129879 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17129889 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17129897 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17129919 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17129921 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17129927 480 XXXX Yes 24MPP Hard Group 1 NEGAM
17129928 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17129945 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17129964 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17129972 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17129984 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17113035 360 XXXX No No PP NoPP Group 2 NEGAM
17113071 360 XXXX No No PP NoPP Group 1 NEGAM
17113074 360 XXXX No No PP NoPP Group 1 NEGAM
17104605 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17112940 360 XXXX No No PP NoPP Group 2 NEGAM
17112941 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17112943 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17112960 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17112973 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17112987 360 XXXX No No PP NoPP Group 1 NEGAM
17112988 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17088423 360 XXXX No No PP NoPP Group 2 NEGAM
17088201 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17088209 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17088213 480 XXXX No No PP NoPP Group 1 NEGAM
17088447 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17088479 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17088497 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17088515 360 XXXX No No PP NoPP Group 2 NEGAM
17088524 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17088526 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17088537 360 XXXX No No PP NoPP Group 2 NEGAM
17112848 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17104569 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17112864 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17112877 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17112904 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17112906 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17112910 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17112913 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17112922 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17112928 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17112929 360 XXXX No No PP NoPP Group 1 NEGAM
17104578 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17076555 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17076563 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17076566 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17076574 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17076587 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17076593 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17076594 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17076386 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17076608 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17076623 360 XXXX No No PP NoPP Group 1 NEGAM
17077665 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17077675 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17077618 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077564 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17077713 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17077714 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077565 360 XXXX No No PP NoPP Group 1 NEGAM
17077716 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077722 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077625 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077732 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077758 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077777 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17077786 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077787 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17077790 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17077795 360 XXXX No No PP NoPP Group 1 NEGAM
17077584 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17077800 360 XXXX No No PP NoPP Group 2 NEGAM
17077825 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077859 360 XXXX No No PP NoPP Group 1 NEGAM
17077863 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077870 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17077871 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077877 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17077645 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077883 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077647 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17077899 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17077910 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17077922 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17077927 360 XXXX No No PP NoPP Group 1 NEGAM
17077945 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17077950 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17088264 360 XXXX No No PP NoPP Group 2 NEGAM
17088266 480 XXXX No No PP NoPP Group 1 NEGAM
17088279 360 XXXX No No PP NoPP Group 1 NEGAM
17088284 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17088307 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17088315 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17088322 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17088324 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17088326 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17088332 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17088340 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17088348 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17088367 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17088370 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17088390 360 XXXX No No PP NoPP Group 2 NEGAM
17088394 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17088396 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17088404 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17066093 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17066094 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17066106 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17066114 360 XXXX No No PP NoPP Group 2 NEGAM
17066131 360 XXXX No No PP NoPP Group 1 NEGAM
17066135 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17065897 360 XXXX No No PP NoPP Group 1 NEGAM
17066141 360 XXXX No No PP NoPP Group 1 NEGAM
17066151 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17066155 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17066169 360 XXXX No No PP NoPP Group 1 NEGAM
17065902 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17066177 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17075014 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17075029 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17075033 360 XXXX Yes 12MPP Soft/Unk Group 2 NEGAM
17075036 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17074968 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17075055 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17075063 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17075064 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17075065 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17075066 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17075068 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17075072 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17075083 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17075086 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17075093 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17075098 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17075100 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17075107 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17075127 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17075129 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17074936 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17075163 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17075166 360 XXXX No No PP NoPP Group 2 NEGAM
17074942 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17075191 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17075199 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17075204 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17075228 360 XXXX No No PP NoPP Group 1 NEGAM
17075229 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17075240 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17075241 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17075248 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17075255 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17074964 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17075264 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17076400 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17076401 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17076282 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17076289 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17076421 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17076359 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17076448 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17076454 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17076465 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17076469 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17076472 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17076478 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17076488 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17076489 360 XXXX No No PP NoPP Group 1 NEGAM
17076492 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17076497 360 XXXX No No PP NoPP Group 1 NEGAM
17076501 360 XXXX No No PP NoPP Group 2 NEGAM
17076502 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17076507 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17076513 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17076517 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17076523 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17076537 360 XXXX No No PP NoPP Group 1 NEGAM
17076538 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17076545 360 XXXX No No PP NoPP Group 2 NEGAM
17076550 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17064714 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17064723 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17064732 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17064741 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17064632 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17064743 360 XXXX No No PP NoPP Group 2 NEGAM
17064756 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17064773 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17064774 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17064792 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17064799 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17064800 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17064807 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17064809 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17064821 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17064823 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17064824 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17064825 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17064832 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17064837 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17064854 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17064866 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17064869 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17064872 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17064885 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17064888 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17064895 360 XXXX No No PP NoPP Group 1 NEGAM
17064897 360 XXXX No No PP NoPP Group 1 NEGAM
17064898 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17064899 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17064902 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17064904 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17064660 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17064907 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17064922 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17064923 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17064939 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17064949 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17064953 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17064957 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17065942 480 XXXX No No PP NoPP Group 1 NEGAM
17065965 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17065973 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17065868 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17065869 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17065989 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17065990 360 XXXX No No PP NoPP Group 2 NEGAM
17065992 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17065994 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17065996 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17065879 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17065880 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17066009 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17066013 360 XXXX No No PP NoPP Group 2 NEGAM
17066024 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17065884 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17066047 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17066062 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17066065 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17066073 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17066083 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17065889 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17013867 360 BMTA Yes 12MPP Hard Group 1 NEGAM
17013868 360 BMTA No No PP NoPP Group 1 NEGAM
17013869 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17013870 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17013871 360 BMTA Yes 12MPP Hard Group 1 NEGAM
17013872 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17013873 360 BMTA Yes 12MPP Hard Group 1 NEGAM
17013874 480 BMTA Yes 12MPP Hard Group 1 NEGAM
17013875 480 BMTA Yes 36MPP Hard Group 1 NEGAM
17013876 480 BMTA Yes 12MPP Hard Group 1 NEGAM
17013877 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17013878 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17013879 360 BMTA Yes 12MPP Hard Group 1 NEGAM
17013880 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17013881 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17013882 480 BMTA Yes 36MPP Hard Group 1 NEGAM
17013883 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17013884 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17013885 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17013886 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17013887 360 BMTA No No PP NoPP Group 1 NEGAM
17013888 360 BMTA Yes 36MPP Hard Group 1 NEGAM
16996712 360 ALT1 Yes 36MPP Hard Group 1 NEGAM
16996714 360 ALT1 Yes 36MPP Combo Group 1 NEGAM
16996717 360 MALT Yes 36MPP Hard Group 1 NEGAM
16996719 360 ALT1 Yes 36MPP Combo Group 2 NEGAM
16996725 360 MALT Yes 36MPP Hard Group 1 NEGAM
16996726 360 ALT1 Yes 36MPP Hard Group 1 NEGAM
17129709 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17154132 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17113166 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17201456 480 XXXX Yes 24MPP Hard Group 1 NEGAM
16707322 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17013378 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17129901 360 XXXX No No PP NoPP Group 1 NEGAM
17154219 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17152518 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17129903 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17132676 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16724258 360 BMTA No No PP NoPP Group 1 NEGAM
17129827 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17182479 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17148378 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17168692 480 XXXX Yes 12MPP Hard Group 1 NEGAM
16638386 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17077893 360 XXXX Yes 4MPP Hard Group 1 NEGAM
16775827 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17178496 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17159868 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17077897 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17150023 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17201460 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17150026 480 XXXX No No PP NoPP Group 1 NEGAM
17113091 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17170504 480 XXXX Yes 24MPP Hard Group 1 NEGAM
17201546 360 XXXX No No PP NoPP Group 1 NEGAM
17154224 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17128304 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17154225 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17128063 360 XXXX Yes 4MPP Hard Group 1 NEGAM
15814550 360 RPCH Yes 36MPP Hard Group 1 NEGAM
17141753 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17141834 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17166604 360 XXXX No No PP NoPP Group 1 NEGAM
17152529 360 XXXX Yes 4MPP Hard Group 1 NEGAM
16847840 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17175198 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17159875 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17201472 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17057113 480 XXXX No No PP NoPP Group 1 NEGAM
17204146 360 XXXX No No PP NoPP Group 1 NEGAM
17128152 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17205832 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17152454 480 XXXX No No PP NoPP Group 1 NEGAM
17008843 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17200669 360 XXXX No No PP NoPP Group 1 NEGAM
17132692 360 XXXX No No PP NoPP Group 1 NEGAM
16641734 360 BMTA Yes 36MPP Hard Group 1 NEGAM
15815615 360 RPCH Yes 36MPP Hard Group 1 NEGAM
17128238 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17181681 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17141768 360 XXXX Yes 4MPP Hard Group 1 NEGAM
16781445 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17129845 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17150040 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17150044 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17150045 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17200591 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17150129 360 XXXX No No PP NoPP Group 1 NEGAM
17202619 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17170607 360 XXXX Yes 4MPP Hard Group 1 NEGAM
15356046 360 RPCH No No PP NoPP Group 1 NEGAM
17057128 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16728800 480 AFL2 Yes 12MPP Hard Group 1 NEGAM
17166543 480 XXXX No No PP NoPP Group 1 NEGAM
17141775 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17166626 360 XXXX Yes 4MPP Hard Group 1 NEGAM
16691706 360 BMTA Yes 12MPP Hard Group 1 NEGAM
17141778 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17129936 480 XXXX Yes 4MPP Hard Group 1 NEGAM
17181695 360 XXXX Yes 4MPP Hard Group 1 NEGAM
16835809 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
16723399 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16819288 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17159893 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17150131 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17204084 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17128250 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17170534 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17154173 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17154174 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17008780 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17154175 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17170538 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17170619 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17166552 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17129944 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17166638 360 XXXX No No PP NoPP Group 1 NEGAM
17166639 360 XXXX Yes 4MPP Hard Group 1 NEGAM
16848684 360 BMTA Yes 36MPP Soft/Unk Group 1 NEGAM
16688547 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17150140 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17150062 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17170620 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17200691 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17154180 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17170624 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17155315 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17170625 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17088312 480 XXXX No No PP NoPP Group 1 NEGAM
17154185 480 XXXX No No PP NoPP Group 1 NEGAM
17057067 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17170629 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17128186 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17166486 360 XXXX Yes 4MPP Hard Group 1 NEGAM
16819707 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17076496 360 XXXX No No PP NoPP Group 1 NEGAM
17203533 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17075050 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17170712 360 XXXX No No PP NoPP Group 1 NEGAM
17170632 360 XXXX No No PP NoPP Group 1 NEGAM
17204185 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17172253 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17154271 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17170555 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17170556 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17057157 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17170639 360 XXXX No No PP NoPP Group 1 NEGAM
16691732 360 BMTA Yes 36MPP Hard Group 1 NEGAM
16691733 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17154198 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17166577 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16729647 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17150160 360 XXXX No No PP NoPP Group 1 NEGAM
17027123 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17170720 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17155330 360 XXXX No No PP NoPP Group 1 NEGAM
16801442 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17170721 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17150085 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17150086 360 XXXX Yes 4MPP Hard Group 1 NEGAM
16407462 360 BMTA No No PP NoPP Group 1 NEGAM
17168520 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17077802 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17170567 360 XXXX Yes 24MPP Hard Group 1 NEGAM
17088335 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17166663 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17128287 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16667605 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17166664 360 XXXX No No PP NoPP Group 1 NEGAM
16667526 360 BMTA Yes 36MPP Soft/Unk Group 1 NEGAM
17166666 360 XXXX No No PP NoPP Group 1 NEGAM
17129895 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17112911 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17148210 360 XXXX No No PP NoPP Group 1 NEGAM
17150091 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17148214 480 XXXX Yes 4MPP Hard Group 1 NEGAM
17060348 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17170490 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17154290 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17155262 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17170653 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17170654 360 XXXX No No PP NoPP Group 1 NEGAM
17178412 360 XXXX No No PP NoPP Group 1 NEGAM
17154292 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17150098 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17141813 480 XXXX Yes 24MPP Hard Group 1 NEGAM
17141732 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17132660 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17200637 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17141733 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17154126 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17175250 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17181730 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17175251 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17132745 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17175252 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17182462 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17132666 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17182465 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17148365 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17043489 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17127793 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17168683 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17159773 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17168688 360 XXXX No No PP NoPP Group 1 NEGAM
17154212 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17172279 360 XXXX No No PP NoPP Group 1 NEGAM
17178417 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17170579 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17088189 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16667539 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17130021 360 XXXX No No PP NoPP Group 1 NEGAM
17148300 360 XXXX No No PP NoPP Group 1 NEGAM
17132445 360 XXXX No No PP NoPP Group 1 NEGAM
17182406 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17148226 360 XXXX No No PP NoPP Group 1 NEGAM
17013866 480 BMTA No No PP NoPP Group 1 NEGAM
17168623 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17178424 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17077904 360 XXXX No No PP NoPP Group 1 NEGAM
17155359 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17066178 360 XXXX Yes 24MPP Hard Group 1 NEGAM
16407486 360 RPCH Yes 12MPP Hard Group 1 NEGAM
17170587 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17168707 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17170669 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16610400 360 BMTA Yes 30MPP Soft/Unk Group 1 NEGAM
17181602 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17175205 360 XXXX No No PP NoPP Group 1 NEGAM
17051618 360 XXXX Yes 24MPP Hard Group 1 NEGAM
17155362 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17132538 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17170592 360 XXXX No No PP NoPP Group 1 NEGAM
17148318 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17172295 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17077671 360 XXXX No No PP NoPP Group 1 NEGAM
15947704 360 RPCH Yes 36MPP Hard Group 1 NEGAM
17075179 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17077672 360 XXXX No No PP NoPP Group 1 NEGAM
17077918 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17077838 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17077676 360 XXXX No No PP NoPP Group 1 NEGAM
17201403 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16997766 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17013404 360 XXXX No No PP NoPP Group 1 NEGAM
17055021 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17132701 360 XXXX No No PP NoPP Group 1 NEGAM
17132620 480 XXXX Yes 24MPP Hard Group 1 NEGAM
17132541 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17148320 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17055028 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17178522 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17077760 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17178443 360 XXXX No No PP NoPP Group 1 NEGAM
17077926 360 XXXX No No PP NoPP Group 1 NEGAM
17170689 360 XXXX No No PP NoPP Group 1 NEGAM
17178528 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17168728 360 XXXX Yes 24MPP Hard Group 1 NEGAM
17055111 360 XXXX No No PP NoPP Group 1 NEGAM
17113046 360 XXXX No No PP NoPP Group 1 NEGAM
17181700 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17175220 360 XXXX No No PP NoPP Group 1 NEGAM
17175140 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16393006 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17159820 360 XXXX No No PP NoPP Group 1 NEGAM
17159821 360 XXXX No No PP NoPP Group 1 NEGAM
17077931 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17077851 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17159905 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17088383 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17168735 360 XXXX No No PP NoPP Group 1 NEGAM
17077935 360 XXXX No No PP NoPP Group 1 NEGAM
17178457 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16979085 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16610354 360 BMTA No No PP NoPP Group 1 NEGAM
16724222 480 BMTA Yes 36MPP Hard Group 1 NEGAM
17182440 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17141716 360 XXXX No No PP NoPP Group 1 NEGAM
17141717 360 XXXX No No PP NoPP Group 1 NEGAM
17148343 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17132487 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17148186 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17077861 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17159835 360 XXXX No No PP NoPP Group 1 NEGAM
16968721 480 DARM Yes 36MPP Hard Group 1 NEGAM
17178468 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17201510 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17200703 360 XXXX Yes 4MPP Hard Group 1 NEGAM
16610362 360 BMTA No No PP NoPP Group 1 NEGAM
17148191 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17076427 360 XXXX Yes 4MPP Hard Group 1 NEGAM
16696502 480 AFL2 Yes 12MPP Hard Group 1 NEGAM
17175168 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17064927 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17182458 360 XXXX No No PP NoPP Group 1 NEGAM
17077791 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17077793 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17168594 360 XXXX No No PP NoPP Group 1 NEGAM
17168677 360 XXXX Yes 4MPP Hard Group 1 NEGAM
16798472 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17077799 360 XXXX No No PP NoPP Group 1 NEGAM
17128200 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17200636 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17113075 360 XXXX No No PP NoPP Group 1 NEGAM
17012506 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17012399 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17012522 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17010884 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17010890 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17010894 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17010896 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17010776 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17010782 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17012448 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17012467 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17012474 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17012386 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17012493 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17012497 360 XXXX No No PP NoPP Group 2 NEGAM
17012394 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17012430 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17004410 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17004413 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17008800 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17008806 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17008809 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17008759 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17008835 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17008851 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17008853 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17008856 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17008908 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17010815 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17010756 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17010759 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17010856 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17010871 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17004478 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17004483 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17004382 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17004489 360 XXXX No No PP NoPP Group 2 NEGAM
17004499 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17004511 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17004523 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17004396 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17004399 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17004546 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17004553 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17004559 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17004561 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17004570 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17004584 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17004587 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17001524 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17001349 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17001368 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17001575 360 XXXX No No PP NoPP Group 2 NEGAM
17001433 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17001394 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17001435 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17001592 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17001600 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17001619 360 XXXX No No PP NoPP Group 2 NEGAM
17001621 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17001630 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17002961 360 XXXX No No PP NoPP Group 2 NEGAM
17002870 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17003002 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17002911 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17003053 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17003056 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17003080 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17003092 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17004438 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17004442 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17004374 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17001494 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17001508 360 XXXX Yes 24MPP Combo Group 2 NEGAM
16997932 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17001336 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17001489 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16997815 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16997819 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16997703 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16997835 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16997842 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16997853 360 XXXX No No PP NoPP Group 1 NEGAM
16997744 360 XXXX No No PP NoPP Group 2 NEGAM
16997890 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16997898 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16997901 360 XXXX No No PP NoPP Group 2 NEGAM
16994876 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16994556 360 XXXX No No PP NoPP Group 1 NEGAM
16994893 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16994565 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16994911 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16994917 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16997785 360 XXXX No No PP NoPP Group 2 NEGAM
16997791 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16989978 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16989347 360 XXXX No No PP NoPP Group 2 NEGAM
16989999 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16989354 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16990005 480 XXXX Yes 12MPP Hard Group 1 NEGAM
16990015 360 XXXX No No PP NoPP Group 1 NEGAM
16991007 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16991015 360 XXXX No No PP NoPP Group 2 NEGAM
16991042 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16991043 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16990942 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16991078 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16990954 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16994523 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16994534 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16994845 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16994847 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16984141 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16984354 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16984175 360 XXXX No No PP NoPP Group 2 NEGAM
16989867 360 XXXX Yes 4MPP Hard Group 2 NEGAM
16989893 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17047709 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16980299 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16980315 360 XXXX No No PP NoPP Group 2 NEGAM
16982644 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16982649 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16982593 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16982706 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16982605 360 XXXX No No PP NoPP Group 1 NEGAM
16982615 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16982760 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16982771 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16984087 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16984104 360 XXXX No No PP NoPP Group 2 NEGAM
16984261 360 XXXX Yes 4MPP Hard Group 1 NEGAM
16980274 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16980106 360 XXXX Yes 4MPP Hard Group 2 NEGAM
16980180 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16980214 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16980223 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16967995 360 XXXX Yes 24MPP Combo Group 2 NEGAM
16970087 360 XXXX Yes 4MPP Hard Group 2 NEGAM
16970096 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16971841 360 XXXX No No PP NoPP Group 2 NEGAM
16978603 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16978623 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16978661 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16912756 480 XXXX Yes 12MPP Hard Group 1 NEGAM
16912646 360 XXXX Yes 12MPP Hard Group 1 NEGAM
16912706 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16857089 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16723873 360 AFL2 No No PP NoPP Group 2 NEGAM
16718206 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17015025 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17015036 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17015042 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17015006 360 AFL2 No No PP NoPP Group 2 NEGAM
16714866 360 AFL2 No No PP NoPP Group 2 NEGAM
16711314 360 AFL2 No No PP NoPP Group 2 NEGAM
16709454 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17014925 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17014926 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17014933 360 AFL2 No No PP NoPP Group 2 NEGAM
17014970 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17014989 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17014990 360 AFL2 No No PP NoPP Group 2 NEGAM
17014992 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17013548 360 AFL2 No No PP NoPP Group 2 NEGAM
17013557 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17013580 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17013582 360 AFL2 No No PP NoPP Group 2 NEGAM
17013603 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17013645 360 AFL2 No No PP NoPP Group 2 NEGAM
17013698 360 AFL2 No No PP NoPP Group 2 NEGAM
17013707 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17013710 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17013716 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17013733 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17013745 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17013753 360 AFL2 No No PP NoPP Group 2 NEGAM
17013762 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17013788 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17013796 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17013804 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17013813 360 AFL2 No No PP NoPP Group 2 NEGAM
17013820 360 AFL2 No No PP NoPP Group 2 NEGAM
17013850 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17014681 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17014715 360 AFL2 No No PP NoPP Group 2 NEGAM
17014737 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17014756 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17014758 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17014764 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17014771 360 AFL2 No No PP NoPP Group 2 NEGAM
17014782 360 AFL2 No No PP NoPP Group 2 NEGAM
17014809 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17014843 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17014848 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17014863 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17014867 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17014894 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17014895 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17013023 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17013042 360 AFL2 No No PP NoPP Group 2 NEGAM
17013043 360 AFL2 No No PP NoPP Group 2 NEGAM
17013426 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17013442 360 AFL2 No No PP NoPP Group 2 NEGAM
17013460 360 AFL2 No No PP NoPP Group 2 NEGAM
17013486 360 AFL2 No No PP NoPP Group 2 NEGAM
17013495 480 AFL2 Yes 12MPP Hard Group 1 NEGAM
17013508 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17013523 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17013539 360 AFL2 No No PP NoPP Group 2 NEGAM
17013544 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17013547 360 AFL2 No No PP NoPP Group 2 NEGAM
17011236 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17011241 360 AFL2 No No PP NoPP Group 2 NEGAM
17011266 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17011328 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17011349 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17011350 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17011352 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17011353 360 AFL2 No No PP NoPP Group 2 NEGAM
17011368 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17011386 360 AFL2 No No PP NoPP Group 2 NEGAM
17011388 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17012613 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17012635 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17012645 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17012655 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17012672 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17012713 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17012908 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17012926 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17012949 360 AFL2 No No PP NoPP Group 2 NEGAM
17012755 360 AFL2 No No PP NoPP Group 2 NEGAM
17012758 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17012767 360 AFL2 No No PP NoPP Group 2 NEGAM
17012784 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17012789 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17012857 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17012861 360 AFL2 No No PP NoPP Group 2 NEGAM
17012958 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17012971 360 AFL2 No No PP NoPP Group 2 NEGAM
17012994 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17012996 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17013001 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17011028 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17011039 360 AFL2 No No PP NoPP Group 2 NEGAM
17011072 360 AFL2 No No PP NoPP Group 2 NEGAM
17011091 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17011101 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17011131 360 AFL2 No No PP NoPP Group 2 NEGAM
17011132 360 AFL2 No No PP NoPP Group 2 NEGAM
17005163 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17005165 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17005170 360 AFL2 No No PP NoPP Group 2 NEGAM
17008953 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17008969 360 AFL2 No No PP NoPP Group 2 NEGAM
17008995 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17009003 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17009031 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17009045 360 AFL2 No No PP NoPP Group 2 NEGAM
17009061 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17009086 360 AFL2 No No PP NoPP Group 2 NEGAM
17009117 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17009126 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17009132 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17009133 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17009149 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17009155 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17009162 360 AFL2 No No PP NoPP Group 2 NEGAM
17009168 360 AFL2 No No PP NoPP Group 2 NEGAM
17009179 360 AFL2 No No PP NoPP Group 2 NEGAM
17009188 360 AFL2 No No PP NoPP Group 2 NEGAM
17009207 360 AFL2 No No PP NoPP Group 2 NEGAM
17009213 360 AFL2 No No PP NoPP Group 2 NEGAM
17009225 360 AFL2 No No PP NoPP Group 2 NEGAM
17009247 360 AFL2 No No PP NoPP Group 2 NEGAM
17009248 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17009281 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17009306 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17009317 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17009318 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17009323 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17010973 360 AFL2 No No PP NoPP Group 2 NEGAM
17010989 360 AFL2 No No PP NoPP Group 2 NEGAM
17010992 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17010995 360 AFL2 No No PP NoPP Group 2 NEGAM
17011003 360 AFL2 No No PP NoPP Group 2 NEGAM
17005157 360 AFL2 No No PP NoPP Group 2 NEGAM
17005159 360 AFL2 No No PP NoPP Group 2 NEGAM
17005128 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17005086 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17005122 360 AFL2 No No PP NoPP Group 2 NEGAM
17005124 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17005012 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17005013 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17005016 360 AFL2 No No PP NoPP Group 2 NEGAM
17005053 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17004978 360 AFL2 No No PP NoPP Group 2 NEGAM
17005001 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17004959 360 AFL2 No No PP NoPP Group 2 NEGAM
17004948 360 AFL2 No No PP NoPP Group 2 NEGAM
17004849 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17004817 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17004836 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17003300 360 AFL2 No No PP NoPP Group 2 NEGAM
17003357 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17003393 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17003415 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17003425 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17003430 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17003432 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17003441 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17003478 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17003497 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17003523 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17003539 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17003543 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17003602 360 AFL2 No No PP NoPP Group 2 NEGAM
17003606 480 AFL2 No No PP NoPP Group 1 NEGAM
17003614 360 AFL2 No No PP NoPP Group 2 NEGAM
17003616 360 AFL2 No No PP NoPP Group 2 NEGAM
17003628 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17004629 480 AFL2 Yes 12MPP Hard Group 1 NEGAM
17004698 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17004706 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17004762 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17004784 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17002033 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17002081 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17002153 360 AFL2 No No PP NoPP Group 2 NEGAM
17002176 360 AFL2 No No PP NoPP Group 2 NEGAM
17002226 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17002232 360 AFL2 No No PP NoPP Group 2 NEGAM
17002247 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17002261 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17002271 360 AFL2 No No PP NoPP Group 2 NEGAM
17002281 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17002289 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17002299 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17002306 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17002309 360 AFL2 No No PP NoPP Group 2 NEGAM
17002346 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17002365 360 AFL2 No No PP NoPP Group 2 NEGAM
17002366 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17002371 360 AFL2 No No PP NoPP Group 2 NEGAM
17002381 360 AFL2 No No PP NoPP Group 2 NEGAM
17002387 360 AFL2 No No PP NoPP Group 2 NEGAM
17002394 360 AFL2 No No PP NoPP Group 2 NEGAM
17002395 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17002402 360 AFL2 No No PP NoPP Group 2 NEGAM
17002403 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17002405 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17002409 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17002433 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17002439 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17002442 360 AFL2 No No PP NoPP Group 2 NEGAM
17002447 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17003212 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17003224 360 AFL2 No No PP NoPP Group 2 NEGAM
17000112 360 AFL2 No No PP NoPP Group 2 NEGAM
17000195 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17000226 360 AFL2 No No PP NoPP Group 2 NEGAM
17000229 360 AFL2 No No PP NoPP Group 2 NEGAM
17000271 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17000282 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17000315 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17000357 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17000368 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17000414 360 AFL2 No No PP NoPP Group 2 NEGAM
17000456 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17000480 360 AFL2 No No PP NoPP Group 2 NEGAM
17000483 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17000507 360 AFL2 No No PP NoPP Group 2 NEGAM
17000514 360 AFL2 No No PP NoPP Group 2 NEGAM
17000516 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17001930 360 AFL2 No No PP NoPP Group 2 NEGAM
17001990 360 AFL2 No No PP NoPP Group 2 NEGAM
17002011 360 AFL2 No No PP NoPP Group 2 NEGAM
16991842 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
16991844 360 AFL2 No No PP NoPP Group 2 NEGAM
16991865 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16991874 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
16991878 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16994979 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16995079 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16995166 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16995174 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
16995185 360 AFL2 No No PP NoPP Group 2 NEGAM
16995198 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16995320 360 AFL2 No No PP NoPP Group 2 NEGAM
16995338 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16995348 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16995364 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16995371 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
16991744 360 AFL2 No No PP NoPP Group 2 NEGAM
16991772 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16991549 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16991559 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16991563 360 AFL2 No No PP NoPP Group 2 NEGAM
16991664 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16990391 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16990400 360 AFL2 No No PP NoPP Group 2 NEGAM
16991438 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
16991493 360 AFL2 No No PP NoPP Group 2 NEGAM
16991496 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16990141 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16990142 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16990147 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16990153 360 AFL2 No No PP NoPP Group 2 NEGAM
16990204 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16990318 360 AFL2 No No PP NoPP Group 2 NEGAM
16990324 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
16990332 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
16990338 360 AFL2 No No PP NoPP Group 2 NEGAM
16985132 360 AFL2 No No PP NoPP Group 2 NEGAM
16985190 360 AFL2 No No PP NoPP Group 2 NEGAM
16985238 360 AFL2 No No PP NoPP Group 2 NEGAM
16985246 360 AFL2 No No PP NoPP Group 2 NEGAM
16990064 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16990088 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16990089 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16990091 360 AFL2 No No PP NoPP Group 2 NEGAM
16990092 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16984831 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16984845 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16984945 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
16985019 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16984664 360 AFL2 No No PP NoPP Group 2 NEGAM
16984678 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16984814 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
16983102 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16982800 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16982858 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16982939 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16983018 360 AFL2 No No PP NoPP Group 2 NEGAM
16981401 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16981500 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16981538 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16981561 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
16981656 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16981677 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16981708 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16981800 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16981196 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16981209 360 AFL2 No No PP NoPP Group 2 NEGAM
16981247 360 AFL2 No No PP NoPP Group 2 NEGAM
16981249 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16981255 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16981287 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16981334 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16980867 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16980868 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16980990 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16981016 360 AFL2 No No PP NoPP Group 2 NEGAM
16981078 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16981124 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16981147 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16979178 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16979200 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
16979229 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16979283 360 AFL2 No No PP NoPP Group 2 NEGAM
16979373 360 AFL2 No No PP NoPP Group 2 NEGAM
16979477 360 AFL2 No No PP NoPP Group 2 NEGAM
16979506 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
16979520 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16979557 360 AFL2 No No PP NoPP Group 1 NEGAM
16980513 360 AFL2 No No PP NoPP Group 2 NEGAM
16980607 360 AFL2 No No PP NoPP Group 2 NEGAM
16980683 360 AFL2 No No PP NoPP Group 2 NEGAM
16980726 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16980808 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16980846 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16974424 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16974426 480 AFL2 Yes 12MPP Hard Group 1 NEGAM
16974433 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16974436 360 AFL2 No No PP NoPP Group 2 NEGAM
16974464 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16974473 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16978683 360 AFL2 Yes 36MPP Combo Group 1 NEGAM
16978816 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16978853 360 AFL2 No No PP NoPP Group 2 NEGAM
16978864 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16978923 360 AFL2 No No PP NoPP Group 2 NEGAM
16978975 360 AFL2 No No PP NoPP Group 2 NEGAM
16978995 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
16979121 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
16973878 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16973888 360 AFL2 No No PP NoPP Group 2 NEGAM
16973926 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16973973 360 AFL2 No No PP NoPP Group 2 NEGAM
16973975 360 AFL2 No No PP NoPP Group 2 NEGAM
16974019 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16974084 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16970828 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16970862 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16970922 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16970925 360 AFL2 No No PP NoPP Group 2 NEGAM
16973734 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
16973735 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
16973822 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16970714 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16970553 360 AFL2 No No PP NoPP Group 2 NEGAM
16970575 360 AFL2 No No PP NoPP Group 2 NEGAM
16970592 360 AFL2 No No PP NoPP Group 2 NEGAM
16970506 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16970468 360 AFL2 No No PP NoPP Group 2 NEGAM
16968911 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
16968919 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16968676 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
16965212 360 AFL2 No No PP NoPP Group 2 NEGAM
16965243 360 AFL2 Yes 36MPP Soft/Unk Group 2 NEGAM
16965260 360 AFL2 No No PP NoPP Group 2 NEGAM
16965396 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16965443 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16965544 480 AFL2 No No PP NoPP Group 1 NEGAM
16965572 360 AFL2 No No PP NoPP Group 2 NEGAM
16965590 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16965627 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16965672 360 AFL2 No No PP NoPP Group 2 NEGAM
16965674 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16965678 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
16963025 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16963074 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16963119 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16963300 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
16859576 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
16859607 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16859636 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
16859653 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16859542 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16859504 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
16859325 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16859332 360 AFL2 No No PP NoPP Group 2 NEGAM
16859296 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16857533 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16857400 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
16857483 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16857014 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16857036 360 AFL2 No No PP NoPP Group 2 NEGAM
16856856 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16856834 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16731321 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16848728 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17010227 360 SSSO Yes 36MPP Hard Group 2 NEGAM
16848720 360 BMTA Yes 36MPP Hard Group 1 NEGAM
16965797 360 SSSO Yes 36MPP Hard Group 2 NEGAM
16966581 360 BMTA Yes 36MPP Hard Group 1 NEGAM
16965754 360 SSSO Yes 36MPP Hard Group 2 NEGAM
17028166 360 BMTA Yes 36MPP Combo Group 1 NEGAM
17028162 480 BMTA Yes 36MPP Hard Group 1 NEGAM
17028181 360 BMTA Yes 36MPP Combo Group 1 NEGAM
17028156 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17028160 360 BMTA Yes 36MPP Combo Group 1 NEGAM
17028171 360 BMTA Yes 36MPP Combo Group 1 NEGAM
17028168 360 BMTA Yes 36MPP Combo Group 1 NEGAM
17028169 360 BMTA Yes 36MPP Combo Group 1 NEGAM
17028163 360 BMTA Yes 36MPP Combo Group 1 NEGAM
17028152 480 BMTA Yes 36MPP Hard Group 1 NEGAM
17028174 360 BMTA Yes 36MPP Soft/Unk Group 1 NEGAM
17028185 360 BMTA Yes 36MPP Combo Group 1 NEGAM
17028177 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17028164 480 BMTA Yes 36MPP Hard Group 1 NEGAM
17058648 480 BMTA Yes 12MPP Hard Group 1 NEGAM
17028175 360 BMTA Yes 36MPP Combo Group 1 NEGAM
17028153 360 BMTA Yes 36MPP Combo Group 1 NEGAM
17028142 360 BMTA No No PP NoPP Group 1 NEGAM
17076110 360 SSSO No No PP NoPP Group 2 NEGAM
17028182 480 BMTA Yes 30MPP Hard Group 1 NEGAM
17028151 360 BMTA Yes 30MPP Combo Group 1 NEGAM
17058642 360 BMTA No No PP NoPP Group 1 NEGAM
17028158 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17028141 360 BMTA Yes 30MPP Hard Group 1 NEGAM
17058650 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17028157 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17076114 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17028183 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17028176 360 BMTA Yes 36MPP Combo Group 1 NEGAM
17058647 360 BMTA No No PP NoPP Group 1 NEGAM
17028178 360 BMTA Yes 36MPP Combo Group 1 NEGAM
17028188 360 BMTA Yes 12MPP Hard Group 1 NEGAM
17058652 480 BMTA Yes 36MPP Hard Group 1 NEGAM
17028186 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17058651 480 BMTA Yes 36MPP Hard Group 1 NEGAM
17028172 360 BMTA No No PP NoPP Group 1 NEGAM
17076125 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17058656 480 BMTA No No PP NoPP Group 1 NEGAM
17120294 360 BMTA No No PP NoPP Group 1 NEGAM
17120291 360 BMTA No No PP NoPP Group 1 NEGAM
17076115 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076140 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17120301 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17076128 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17058669 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17058663 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17076117 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076120 360 SSSO No No PP NoPP Group 2 NEGAM
17076132 360 SSSO No No PP NoPP Group 2 NEGAM
17120288 360 BMTA No No PP NoPP Group 1 NEGAM
17058653 480 BMTA No No PP NoPP Group 1 NEGAM
17076137 360 SSSO Yes 36MPP Soft/Unk Group 2 NEGAM
17076135 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076129 360 SSSO No No PP NoPP Group 2 NEGAM
17120306 360 BMTA No No PP NoPP Group 1 NEGAM
17058665 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17120307 360 BMTA No No PP NoPP Group 1 NEGAM
17076138 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076131 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17058660 360 BMTA No No PP NoPP Group 1 NEGAM
17120303 480 BMTA Yes 36MPP Hard Group 1 NEGAM
17076134 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17120293 360 BMTA Yes 36MPP Soft/Unk Group 1 NEGAM
17076126 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076148 360 SSSO Yes 12MPP Hard Group 2 NEGAM
17076118 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076154 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076150 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076139 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076153 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076124 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076116 360 SSSO Yes 12MPP Hard Group 2 NEGAM
17120313 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17076158 360 SSSO No No PP NoPP Group 2 NEGAM
17076130 360 SSSO Yes 36MPP Hard Group 2 NEGAM
17120315 360 BMTA No No PP NoPP Group 1 NEGAM
17076119 360 SSSO No No PP NoPP Group 2 NEGAM
17076145 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17120317 360 BMTA No No PP NoPP Group 1 NEGAM
17120302 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17076144 360 SSSO No No PP NoPP Group 2 NEGAM
17076149 360 SSSO No No PP NoPP Group 2 NEGAM
17076113 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17120297 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17076122 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17120299 360 BMTA Yes 12MPP Hard Group 1 NEGAM
17076108 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076133 360 SSSO Yes 12MPP Hard Group 2 NEGAM
17076142 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076141 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076155 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076112 360 SSSO No No PP NoPP Group 2 NEGAM
17076156 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17120309 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17076159 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17120312 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17076136 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076157 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076146 360 SSSO Yes 36MPP Combo Group 2 NEGAM
16697419 360 AFL2 Yes 36MPP Soft/Unk Group 2 NEGAM
17014619 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17014622 480 XXXX Yes 12MPP Hard Group 1 NEGAM
16643278 360 BMTA Yes 12MPP Hard Group 1 NEGAM
16600240 360 MALT Yes 36MPP Combo Group 2 NEGAM
17120300 360 BMTA Yes 12MPP Hard Group 1 NEGAM
17120311 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17120314 360 BMTA No No PP NoPP Group 1 NEGAM
17076160 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17120323 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17076152 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17120322 480 BMTA No No PP NoPP Group 1 NEGAM
17120325 360 BMTA No No PP NoPP Group 1 NEGAM
17120289 360 BMTA No No PP NoPP Group 1 NEGAM
17028161 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17028150 480 BMTA Yes 36MPP Hard Group 1 NEGAM
17028167 360 BMTA No No PP NoPP Group 1 NEGAM
17028143 360 BMTA Yes 36MPP Combo Group 1 NEGAM
16965848 360 SSSO Yes 36MPP Hard Group 2 NEGAM
16966602 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17076109 360 SSSO Yes 36MPP Combo Group 2 NEGAM
16966599 360 BMTA Yes 36MPP Soft/Unk Group 1 NEGAM
17028154 360 BMTA Yes 36MPP Combo Group 1 NEGAM
16966603 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17004240 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17004266 360 BMTA No No PP NoPP Group 1 NEGAM
17004269 360 BMTA Yes 12MPP Hard Group 1 NEGAM
17028146 360 BMTA Yes 36MPP Combo Group 1 NEGAM
16665276 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16655847 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17014593 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17014596 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17014601 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17014575 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17014579 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17014591 360 XXXX Yes 24MPP Combo Group 2 NEGAM
16585262 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16564255 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16548399 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16692438 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17013221 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17013360 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17013365 360 XXXX No No PP NoPP Group 2 NEGAM
17013366 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17013371 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17013372 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17013380 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17013184 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17013398 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17013403 360 XXXX No No PP NoPP Group 2 NEGAM
17013416 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17013227 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17013418 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17014514 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17014525 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17014527 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17014532 360 XXXX No No PP NoPP Group 2 NEGAM
17014534 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17014536 360 XXXX No No PP NoPP Group 2 NEGAM
17014430 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17014539 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17014540 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17014542 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17014443 360 XXXX No No PP NoPP Group 2 NEGAM
16640947 360 DARM No No PP NoPP Group 2 NEGAM
17013312 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17013318 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17013177 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17013321 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17013325 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17013347 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16838829 360 AFL2 Yes 24MPP Hard Group 2 NEGAM
16838844 360 AFL2 No No PP NoPP Group 2 NEGAM
16838670 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16709398 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16707623 360 XXXX Yes 12MPP Hard Group 1 NEGAM
16360692 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16666471 360 RPCH Yes 36MPP Combo Group 2 NEGAM
17060750 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17060782 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17060837 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17060840 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17065131 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17065134 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17065180 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17065207 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17065259 360 AFL2 No No PP NoPP Group 2 NEGAM
17066576 360 AFL2 No No PP NoPP Group 2 NEGAM
17065261 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17065262 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17065269 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17065337 360 AFL2 No No PP NoPP Group 2 NEGAM
17065350 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17065472 360 AFL2 No No PP NoPP Group 2 NEGAM
17066341 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17066354 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17066356 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17066363 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17066383 360 AFL2 No No PP NoPP Group 2 NEGAM
17066390 360 AFL2 No No PP NoPP Group 2 NEGAM
17066492 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17060673 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17060703 360 AFL2 No No PP NoPP Group 2 NEGAM
17060477 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17060523 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17060565 360 AFL2 No No PP NoPP Group 2 NEGAM
17060568 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17060570 360 AFL2 No No PP NoPP Group 2 NEGAM
17060615 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17060670 360 AFL2 No No PP NoPP Group 2 NEGAM
16610293 360 DARM Yes 12MPP Hard Group 1 NEGAM
16567403 360 DARM Yes 36MPP Hard Group 1 NEGAM
16851187 360 AFL2 No No PP NoPP Group 2 NEGAM
16849519 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16849520 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16849429 360 AFL2 No No PP NoPP Group 2 NEGAM
16847937 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16849318 360 AFL2 No No PP NoPP Group 2 NEGAM
16849088 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16832950 360 AFL2 No No PP NoPP Group 2 NEGAM
16833214 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16833259 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16835215 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
16835221 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16827019 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16809362 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16809202 360 AFL2 No No PP NoPP Group 2 NEGAM
16809560 360 AFL2 No No PP NoPP Group 2 NEGAM
16806897 360 AFL2 No No PP NoPP Group 2 NEGAM
16807312 360 AFL2 No No PP NoPP Group 2 NEGAM
16807369 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16852425 480 BMTA Yes 36MPP Hard Group 1 NEGAM
16852427 360 BMTA Yes 12MPP Hard Group 1 NEGAM
16852429 480 MBMT No No PP NoPP Group 1 NEGAM
16852430 360 BMTA Yes 36MPP Hard Group 1 NEGAM
16852431 480 BMTA Yes 12MPP Hard Group 1 NEGAM
16852432 480 MBMT Yes 36MPP Hard Group 1 NEGAM
16852433 360 BMTA No No PP NoPP Group 1 NEGAM
16852434 480 BMTA Yes 12MPP Hard Group 1 NEGAM
16852435 360 BMTA Yes 36MPP Hard Group 1 NEGAM
16852436 360 BMTA Yes 12MPP Hard Group 1 NEGAM
16852437 360 BMTA Yes 36MPP Hard Group 1 NEGAM
16852439 360 MBMT Yes 36MPP Hard Group 1 NEGAM
16852440 360 MBMT Yes 36MPP Hard Group 1 NEGAM
16852441 480 BMTA Yes 36MPP Hard Group 1 NEGAM
16852443 480 BMTA Yes 36MPP Hard Group 1 NEGAM
16852445 360 BMTA Yes 36MPP Hard Group 1 NEGAM
16852446 480 BMTA Yes 36MPP Hard Group 1 NEGAM
16852447 480 MBMT Yes 36MPP Hard Group 1 NEGAM
16852448 480 MBMT Yes 12MPP Hard Group 1 NEGAM
16852449 360 MBMT Yes 36MPP Hard Group 1 NEGAM
16852450 480 BMTA Yes 36MPP Hard Group 1 NEGAM
16852451 360 BMTA Yes 36MPP Hard Group 1 NEGAM
16852452 480 BMTA Yes 36MPP Hard Group 1 NEGAM
16852453 480 BMTA Yes 36MPP Hard Group 1 NEGAM
16852454 480 BMTA Yes 36MPP Hard Group 1 NEGAM
16852455 360 MBMT No No PP NoPP Group 1 NEGAM
16833520 360 MALT No No PP NoPP Group 2 NEGAM
16193734 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17076103 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076100 360 SSSO No No PP NoPP Group 2 NEGAM
17076102 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076101 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17058637 480 BMTA Yes 36MPP Hard Group 1 NEGAM
17076095 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076098 360 SSSO Yes 36MPP Soft/Unk Group 2 NEGAM
17076104 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076097 360 SSSO Yes 30MPP Combo Group 2 NEGAM
17076105 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076106 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076107 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17120282 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17076099 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17120281 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17076094 360 SSSO Yes 12MPP Hard Group 2 NEGAM
17048318 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17048353 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17048365 360 AFL2 No No PP NoPP Group 2 NEGAM
17051868 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17051870 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17051871 360 AFL2 No No PP NoPP Group 2 NEGAM
17051872 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17051874 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17051977 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17051987 360 AFL2 No No PP NoPP Group 2 NEGAM
17052012 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17052018 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17052021 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17052024 360 AFL2 No No PP NoPP Group 2 NEGAM
17052026 360 AFL2 No No PP NoPP Group 2 NEGAM
17052049 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17052056 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17052062 360 AFL2 No No PP NoPP Group 2 NEGAM
17052069 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17052095 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17052100 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17052120 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17052121 360 AFL2 No No PP NoPP Group 2 NEGAM
17052181 360 AFL2 No No PP NoPP Group 2 NEGAM
17052228 360 AFL2 No No PP NoPP Group 2 NEGAM
17052278 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17052279 360 AFL2 No No PP NoPP Group 2 NEGAM
17052292 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17053239 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17053307 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17053323 480 AFL2 Yes 12MPP Hard Group 1 NEGAM
17053339 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17053358 360 AFL2 No No PP NoPP Group 2 NEGAM
17053362 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17053364 360 AFL2 No No PP NoPP Group 2 NEGAM
17053367 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17053380 360 AFL2 No No PP NoPP Group 2 NEGAM
17053382 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17053412 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17053415 360 AFL2 No No PP NoPP Group 2 NEGAM
17053425 360 AFL2 No No PP NoPP Group 2 NEGAM
17053430 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17053434 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17055519 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17055525 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17055564 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17055572 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17055598 360 AFL2 No No PP NoPP Group 2 NEGAM
17055667 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17055726 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17055753 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17055773 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17055851 360 AFL2 No No PP NoPP Group 2 NEGAM
17055869 360 AFL2 No No PP NoPP Group 2 NEGAM
17055889 360 AFL2 No No PP NoPP Group 2 NEGAM
17055914 360 AFL2 No No PP NoPP Group 2 NEGAM
17055976 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17055985 360 AFL2 No No PP NoPP Group 2 NEGAM
17055990 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17056029 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17056088 360 AFL2 No No PP NoPP Group 2 NEGAM
17056090 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17057567 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17057578 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17057601 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17057637 360 AFL2 No No PP NoPP Group 2 NEGAM
17057643 360 AFL2 No No PP NoPP Group 2 NEGAM
17057663 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17057694 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17057696 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17057721 360 AFL2 No No PP NoPP Group 2 NEGAM
17057735 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17057763 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17057765 360 AFL2 No No PP NoPP Group 2 NEGAM
17057784 360 AFL2 No No PP NoPP Group 2 NEGAM
17057816 360 AFL2 No No PP NoPP Group 2 NEGAM
17057827 360 AFL2 No No PP NoPP Group 2 NEGAM
17057837 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17057841 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17057848 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17057866 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17057869 360 AFL2 No No PP NoPP Group 2 NEGAM
17057921 360 AFL2 No No PP NoPP Group 2 NEGAM
17057979 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17057988 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17057998 360 AFL2 No No PP NoPP Group 2 NEGAM
17058021 360 AFL2 No No PP NoPP Group 2 NEGAM
17059204 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17059283 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17059297 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17059313 360 AFL2 No No PP NoPP Group 2 NEGAM
17059321 360 AFL2 No No PP NoPP Group 2 NEGAM
17059399 480 AFL2 Yes 12MPP Hard Group 1 NEGAM
17059409 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17059414 360 AFL2 No No PP NoPP Group 2 NEGAM
17059430 360 AFL2 No No PP NoPP Group 2 NEGAM
17059473 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17059482 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17059524 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17059531 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17059550 360 AFL2 No No PP NoPP Group 2 NEGAM
17059554 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17059595 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17059603 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17042500 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17042524 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17042528 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17042531 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17042540 360 AFL2 No No PP NoPP Group 2 NEGAM
17042549 360 AFL2 No No PP NoPP Group 2 NEGAM
17042567 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17042581 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17042593 360 AFL2 No No PP NoPP Group 2 NEGAM
17042595 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17042602 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17042608 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17042630 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17042636 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17042660 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17042665 360 AFL2 No No PP NoPP Group 2 NEGAM
17042683 360 AFL2 No No PP NoPP Group 2 NEGAM
17042688 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17042706 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17042710 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17042731 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17042785 360 AFL2 No No PP NoPP Group 2 NEGAM
17042792 360 AFL2 No No PP NoPP Group 2 NEGAM
17042798 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17042802 360 AFL2 No No PP NoPP Group 2 NEGAM
17042804 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17042812 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17042817 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17043785 360 AFL2 No No PP NoPP Group 2 NEGAM
17043801 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17043807 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17043871 360 AFL2 No No PP NoPP Group 2 NEGAM
17043876 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17043899 360 AFL2 No No PP NoPP Group 2 NEGAM
17043929 360 AFL2 Yes 6MPP Soft/Unk Group 2 NEGAM
17043938 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17043946 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17043951 480 AFL2 Yes 12MPP Hard Group 1 NEGAM
17043958 360 AFL2 No No PP NoPP Group 2 NEGAM
17043961 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17043970 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17043972 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17043984 360 AFL2 No No PP NoPP Group 2 NEGAM
17043989 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17043994 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17043995 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17043999 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17044000 360 AFL2 No No PP NoPP Group 2 NEGAM
17044001 360 AFL2 No No PP NoPP Group 2 NEGAM
17044004 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17044005 360 AFL2 No No PP NoPP Group 2 NEGAM
17044026 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17044043 360 AFL2 No No PP NoPP Group 2 NEGAM
17044044 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17044045 360 AFL2 No No PP NoPP Group 2 NEGAM
17044053 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17044059 360 AFL2 No No PP NoPP Group 2 NEGAM
17044063 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17044064 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17044067 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17044070 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17044073 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17044093 360 AFL2 No No PP NoPP Group 2 NEGAM
17044094 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17044119 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17044129 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17044135 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17047953 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17047959 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17047966 360 AFL2 Yes 6MPP Soft/Unk Group 2 NEGAM
17048002 360 AFL2 No No PP NoPP Group 2 NEGAM
17048017 360 AFL2 No No PP NoPP Group 2 NEGAM
17048018 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17048022 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17048038 480 AFL2 Yes 12MPP Hard Group 1 NEGAM
17048045 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17048068 360 AFL2 No No PP NoPP Group 2 NEGAM
17048072 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17048076 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17048078 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17048083 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17048099 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17048106 360 AFL2 No No PP NoPP Group 2 NEGAM
17048141 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17048176 360 AFL2 No No PP NoPP Group 2 NEGAM
17048186 360 AFL2 No No PP NoPP Group 2 NEGAM
17048211 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17048251 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17048255 360 AFL2 No No PP NoPP Group 2 NEGAM
17048266 360 AFL2 No No PP NoPP Group 2 NEGAM
17048270 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17048274 480 AFL2 Yes 12MPP Hard Group 1 NEGAM
17048287 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17048298 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17034561 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17034567 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17034583 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17034611 360 AFL2 No No PP NoPP Group 2 NEGAM
17034619 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17034628 360 AFL2 No No PP NoPP Group 2 NEGAM
17034641 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17034646 360 AFL2 No No PP NoPP Group 2 NEGAM
17034658 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17034681 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17034686 360 AFL2 No No PP NoPP Group 2 NEGAM
17034694 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17034700 360 AFL2 No No PP NoPP Group 2 NEGAM
17034712 360 AFL2 No No PP NoPP Group 2 NEGAM
17034715 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17034716 360 AFL2 No No PP NoPP Group 2 NEGAM
17034718 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17034720 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17034732 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17034745 360 AFL2 No No PP NoPP Group 2 NEGAM
17034762 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17034789 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17034808 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17034813 360 AFL2 No No PP NoPP Group 2 NEGAM
17034815 360 AFL2 No No PP NoPP Group 2 NEGAM
17034816 360 AFL2 No No PP NoPP Group 2 NEGAM
17034824 360 AFL2 No No PP NoPP Group 2 NEGAM
17034839 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17034851 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17034895 360 AFL2 Yes 12MPP Soft/Unk Group 2 NEGAM
17034912 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17042423 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17042429 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17042434 360 AFL2 No No PP NoPP Group 2 NEGAM
17042435 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027779 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027793 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027833 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027852 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027863 360 AFL2 No No PP NoPP Group 2 NEGAM
17027890 360 AFL2 No No PP NoPP Group 2 NEGAM
17027893 360 AFL2 No No PP NoPP Group 2 NEGAM
17027909 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027919 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17027948 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17033156 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17033158 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033164 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033167 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033172 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033181 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033188 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033190 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033193 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033196 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033198 480 AFL2 Yes 12MPP Hard Group 1 NEGAM
17033208 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17033212 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033325 360 AFL2 No No PP NoPP Group 2 NEGAM
17033327 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033334 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17033336 360 AFL2 No No PP NoPP Group 2 NEGAM
17033349 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17033352 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033361 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033367 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033372 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033392 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033406 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17033482 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17033483 360 AFL2 No No PP NoPP Group 2 NEGAM
17033486 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17033512 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17033528 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17033529 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033541 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033557 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17033560 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17033572 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17033575 480 AFL2 Yes 12MPP Hard Group 1 NEGAM
17033580 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17033589 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17033594 360 AFL2 No No PP NoPP Group 2 NEGAM
17033600 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033622 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033654 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17033662 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033677 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17033679 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17033687 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17034396 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17034427 360 AFL2 No No PP NoPP Group 2 NEGAM
17034435 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17034477 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17034505 360 AFL2 No No PP NoPP Group 2 NEGAM
17034509 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17034510 360 AFL2 No No PP NoPP Group 2 NEGAM
17034518 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17022063 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17022072 360 AFL2 No No PP NoPP Group 2 NEGAM
17022078 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17022105 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17022113 360 AFL2 No No PP NoPP Group 2 NEGAM
17022134 360 AFL2 No No PP NoPP Group 2 NEGAM
17022138 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17022142 360 AFL2 No No PP NoPP Group 2 NEGAM
17022147 360 AFL2 Yes 6MPP Soft/Unk Group 2 NEGAM
17022168 360 AFL2 No No PP NoPP Group 2 NEGAM
17022173 360 AFL2 No No PP NoPP Group 2 NEGAM
17022195 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17022208 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17022221 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17022237 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17022260 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17022263 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17022266 360 AFL2 No No PP NoPP Group 2 NEGAM
17022270 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027560 360 AFL2 Yes 6MPP Soft/Unk Group 2 NEGAM
17027600 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027607 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027629 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027640 360 AFL2 No No PP NoPP Group 2 NEGAM
17027648 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027653 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17027673 360 AFL2 No No PP NoPP Group 2 NEGAM
17027686 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17027691 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027694 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027709 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17027712 360 AFL2 No No PP NoPP Group 2 NEGAM
17027723 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027725 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027729 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17027735 360 AFL2 No No PP NoPP Group 2 NEGAM
17027772 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17015063 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17015066 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17015076 360 AFL2 No No PP NoPP Group 2 NEGAM
17015079 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17015083 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17015088 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17015094 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17015098 360 AFL2 No No PP NoPP Group 2 NEGAM
17015107 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17015109 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17015110 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17015123 360 AFL2 No No PP NoPP Group 2 NEGAM
17015150 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17016247 360 AFL2 No No PP NoPP Group 2 NEGAM
17016311 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17016317 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17016325 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17016352 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17016361 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17016369 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17016389 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17016421 360 AFL2 No No PP NoPP Group 2 NEGAM
17016423 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17016438 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17016475 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17016490 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17016537 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17016548 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17016555 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17016558 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17016572 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17016589 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17021041 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17021054 360 AFL2 No No PP NoPP Group 2 NEGAM
17021069 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17021079 360 AFL2 No No PP NoPP Group 2 NEGAM
17021101 360 AFL2 No No PP NoPP Group 2 NEGAM
17021134 360 AFL2 No No PP NoPP Group 2 NEGAM
17021150 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17021177 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17021181 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17021212 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17021228 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17021229 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17021234 360 AFL2 No No PP NoPP Group 2 NEGAM
17021235 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17021240 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17021245 360 AFL2 No No PP NoPP Group 2 NEGAM
17021259 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17021261 360 AFL2 No No PP NoPP Group 2 NEGAM
17021271 360 AFL2 No No PP NoPP Group 2 NEGAM
17021281 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17021300 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17021307 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17021312 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17021316 360 AFL2 No No PP NoPP Group 2 NEGAM
17021324 360 AFL2 No No PP NoPP Group 2 NEGAM
17021929 360 AFL2 No No PP NoPP Group 2 NEGAM
17021941 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17021945 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17021949 360 AFL2 No No PP NoPP Group 2 NEGAM
17021950 360 AFL2 No No PP NoPP Group 2 NEGAM
17021986 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17022001 360 AFL2 No No PP NoPP Group 2 NEGAM
17022004 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17022015 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17022029 360 AFL2 No No PP NoPP Group 2 NEGAM
17022030 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17022031 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17022034 360 AFL2 No No PP NoPP Group 2 NEGAM
17022043 360 AFL2 No No PP NoPP Group 2 NEGAM
16852337 360 AFL2 No No PP NoPP Group 2 NEGAM
16852382 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16852398 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
16852914 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
16853138 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16853265 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16853276 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16853333 360 AFL2 No No PP NoPP Group 2 NEGAM
16851409 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16851413 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16851889 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16851895 360 AFL2 No No PP NoPP Group 2 NEGAM
16852205 360 AFL2 No No PP NoPP Group 2 NEGAM
16852237 360 AFL2 No No PP NoPP Group 2 NEGAM
16844900 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16845661 360 AFL2 No No PP NoPP Group 2 NEGAM
16844733 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16839778 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16839869 360 AFL2 No No PP NoPP Group 2 NEGAM
16839904 360 AFL2 No No PP NoPP Group 2 NEGAM
16840121 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16840221 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16840226 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16839012 360 AFL2 No No PP NoPP Group 2 NEGAM
16839045 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16839088 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16659139 360 DARM No No PP NoPP Group 2 NEGAM
16653706 360 DARM No No PP NoPP Group 2 NEGAM
16653866 360 AFL2 No No PP NoPP Group 2 NEGAM
17155265 360 XXXX No No PP NoPP Group 1 NEGAM
17075157 360 XXXX No No PP NoPP Group 1 NEGAM
17075158 360 XXXX Yes 4MPP Hard Group 1 NEGAM
17170657 360 XXXX Yes 4MPP Hard Group 1 NEGAM
16646099 360 DARM Yes 36MPP Combo Group 2 NEGAM
16804098 360 AFL2 No No PP NoPP Group 2 NEGAM
16809728 360 AFL2 No No PP NoPP Group 2 NEGAM
16824283 360 AFL2 No No PP NoPP Group 2 NEGAM
16824327 360 AFL2 No No PP NoPP Group 2 NEGAM
16824025 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16824065 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16819583 360 AFL2 No No PP NoPP Group 2 NEGAM
16819829 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16819338 360 AFL2 No No PP NoPP Group 2 NEGAM
16819354 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16819569 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16814310 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16813770 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16978193 360 ALT1 Yes 12MPP Hard Group 2 NEGAM
16978225 360 ALT1 Yes 36MPP Hard Group 2 NEGAM
16978241 360 ALT1 Yes 12MPP Soft/Unk Group 2 NEGAM
16978314 360 ALT1 Yes 12MPP Hard Group 2 NEGAM
16978336 360 ALT1 Yes 36MPP Soft/Unk Group 2 NEGAM
16978042 360 ALT1 Yes 36MPP Hard Group 2 NEGAM
16978083 360 ALT1 Yes 24MPP Hard Group 2 NEGAM
16978086 360 ALT1 Yes 36MPP Hard Group 2 NEGAM
16978103 360 ALT1 Yes 24MPP Hard Group 2 NEGAM
16978151 360 ALT1 Yes 36MPP Hard Group 2 NEGAM
16970058 360 ALT1 Yes 36MPP Soft/Unk Group 2 NEGAM
16675127 360 BMTA Yes 36MPP Hard Group 1 NEGAM
16686707 360 MALT No No PP NoPP Group 2 NEGAM
17055076 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17055077 360 XXXX No No PP NoPP Group 1 NEGAM
17055080 360 XXXX No No PP NoPP Group 2 NEGAM
17055081 360 XXXX No No PP NoPP Group 2 NEGAM
17054885 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17055089 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17055095 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17055096 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17055124 360 XXXX No No PP NoPP Group 2 NEGAM
17055128 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17055143 480 XXXX Yes 4MPP Hard Group 1 NEGAM
17054901 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17055154 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17055172 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17055175 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17055180 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17055187 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17055194 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17055204 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17055205 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17057036 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17057043 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17057047 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17057049 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17057061 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17057069 360 XXXX Yes 4MPP Hard Group 2 NEGAM
17057072 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17057082 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17057094 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17057097 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17057112 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17056968 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17056973 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17057134 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17057140 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17057143 480 XXXX No No PP NoPP Group 1 NEGAM
17057156 360 XXXX Yes 24MPP Soft/Unk Group 2 NEGAM
17057159 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17057024 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17057178 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17057184 360 XXXX No No PP NoPP Group 2 NEGAM
17057190 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17057195 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17057032 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17056992 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17056994 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17057217 480 XXXX Yes 12MPP Hard Group 1 NEGAM
17057223 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17058779 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17058782 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17058784 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17058799 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17058801 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17058678 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17058825 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17058683 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17058828 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17058685 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17058839 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17058841 360 XXXX No No PP NoPP Group 2 NEGAM
17058849 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17058851 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17058855 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17058858 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17058861 360 XXXX No No PP NoPP Group 2 NEGAM
17058864 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17058754 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17058867 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17058882 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17058883 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17058893 360 XXXX Yes 24MPP Soft/Unk Group 2 NEGAM
17058916 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17058927 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17058938 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17058945 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17058956 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17058975 360 XXXX Yes 12MPP Hard Group 1 NEGAM
17058737 360 XXXX No No PP NoPP Group 2 NEGAM
17058738 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17058743 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17060310 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17060313 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17060314 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17060316 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17060320 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17060328 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17060334 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17060344 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17060345 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17060366 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17060397 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17060398 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17060287 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17060248 360 XXXX No No PP NoPP Group 1 NEGAM
17060250 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17060430 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17060432 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17060256 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17060448 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17060266 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17055043 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17055048 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17055065 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17055066 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17055020 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17055022 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17055027 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17055035 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17054876 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17051730 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17051736 360 XXXX No No PP NoPP Group 2 NEGAM
17051739 360 XXXX No No PP NoPP Group 2 NEGAM
17051740 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17051744 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17051746 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17051750 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17051760 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17051761 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17051766 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17051770 360 XXXX Yes 24MPP Combo Group 2 NEGAM
17051778 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17051779 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17051784 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17051787 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17052762 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17052770 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17052779 360 XXXX No No PP NoPP Group 2 NEGAM
17052785 360 XXXX No No PP NoPP Group 2 NEGAM
17052786 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17052792 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17052817 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17052830 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17052835 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17052848 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17052850 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17052866 360 XXXX No No PP NoPP Group 2 NEGAM
17052867 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17052872 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
17052881 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17052883 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17052891 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17052717 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17052895 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17052896 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17052897 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17052718 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17052909 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17052913 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17052930 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17052952 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17052731 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17052967 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17052969 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17052976 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17052979 360 XXXX No No PP NoPP Group 1 NEGAM
17052981 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17052993 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17054952 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17054954 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17054957 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17054961 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17054976 360 XXXX No No PP NoPP Group 2 NEGAM
17054978 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17054984 360 XXXX Yes 12MPP Hard Group 2 NEGAM
17054856 360 XXXX No No PP NoPP Group 2 NEGAM
17054987 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17055007 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17055008 360 XXXX No No PP NoPP Group 2 NEGAM
17054861 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17055012 360 XXXX Yes 36MPP Combo Group 2 NEGAM
17054868 360 XXXX Yes 36MPP Hard Group 1 NEGAM
17055016 360 XXXX Yes 36MPP Soft/Unk Group 2 NEGAM
16969051 360 ALT1 Yes 36MPP Soft/Unk Group 2 NEGAM
16704738 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16704568 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16803581 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16801612 360 AFL2 No No PP NoPP Group 2 NEGAM
16801625 360 AFL2 No No PP NoPP Group 2 NEGAM
16801790 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16798896 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16798264 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16790950 360 AFL2 No No PP NoPP Group 2 NEGAM
16798549 360 AFL2 No No PP NoPP Group 2 NEGAM
16791169 360 AFL2 No No PP NoPP Group 2 NEGAM
16788548 360 AFL2 No No PP NoPP Group 2 NEGAM
16779071 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16781021 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16781453 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
16778291 360 AFL2 No No PP NoPP Group 2 NEGAM
16775225 360 AFL2 No No PP NoPP Group 2 NEGAM
16776547 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16772589 360 AFL2 No No PP NoPP Group 2 NEGAM
16770655 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16770703 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16765110 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16731494 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
16731657 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16848692 360 BMTA Yes 36MPP Hard Group 1 NEGAM
17028130 360 BMTA Yes 36MPP Combo Group 1 NEGAM
16966571 360 BMTA Yes 36MPP Hard Group 1 NEGAM
16848699 360 BMTA Yes 30MPP Hard Group 1 NEGAM
17021524 360 SSSO Yes 36MPP Combo Group 2 NEGAM
17076096 360 SSSO Yes 36MPP Combo Group 2 NEGAM
16814852 360 BMTA Yes 36MPP Soft/Unk Group 1 NEGAM
16730091 360 XXXX Yes 24MPP Soft/Unk Group 2 NEGAM
16642707 360 MALT No No PP NoPP Group 2 NEGAM
16851442 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16845521 360 XXXX No No PP NoPP Group 2 NEGAM
16851589 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16851624 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16851661 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16852463 360 XXXX Yes 4MPP Hard Group 2 NEGAM
16847163 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16852597 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16848750 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16851510 360 XXXX Yes 12MPP Hard Group 1 NEGAM
16856290 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16856308 360 XXXX No No PP NoPP Group 2 NEGAM
16856192 360 XXXX No No PP NoPP Group 2 NEGAM
16832479 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16832480 360 XXXX No No PP NoPP Group 2 NEGAM
16834840 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16838299 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16838333 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16843805 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16843999 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16845361 360 XXXX Yes 12MPP Hard Group 1 NEGAM
16845445 360 XXXX Yes 12MPP Hard Group 2 NEGAM
16823329 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16818712 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16818732 360 XXXX Yes 36MPP Hard Group 1 NEGAM
16826187 360 XXXX Yes 36MPP Combo Group 2 NEGAM
16764807 480 XXXX Yes 12MPP Hard Group 1 NEGAM
16694738 360 MALT No No PP NoPP Group 2 NEGAM
17066673 360 AFL2 Yes 12MPP Hard Group 2 NEGAM
17075480 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17075485 360 AFL2 No No PP NoPP Group 2 NEGAM
17075493 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17075542 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17075561 360 AFL2 Yes 12MPP Hard Group 1 NEGAM
17075563 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17075565 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17075616 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17075657 360 AFL2 No No PP NoPP Group 2 NEGAM
17075662 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17075665 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17075677 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17075697 480 AFL2 Yes 36MPP Hard Group 1 NEGAM
17075731 360 AFL2 No No PP NoPP Group 2 NEGAM
17075816 360 AFL2 No No PP NoPP Group 2 NEGAM
17075842 360 AFL2 No No PP NoPP Group 2 NEGAM
17075861 360 AFL2 No No PP NoPP Group 2 NEGAM
17075909 360 AFL2 No No PP NoPP Group 2 NEGAM
17075970 360 AFL2 No No PP NoPP Group 2 NEGAM
17075972 360 AFL2 No No PP NoPP Group 2 NEGAM
17076823 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17076828 360 AFL2 Yes 36MPP Hard Group 1 NEGAM
17076860 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17076867 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17076913 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17077256 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17078264 360 AFL2 No No PP NoPP Group 2 NEGAM
17078378 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17078399 360 AFL2 No No PP NoPP Group 2 NEGAM
17078435 360 AFL2 No No PP NoPP Group 2 NEGAM
17078651 360 AFL2 No No PP NoPP Group 2 NEGAM
17078707 360 AFL2 No No PP NoPP Group 2 NEGAM
16730439 360 MALT Yes 36MPP Soft/Unk Group 2 NEGAM
17088805 360 AFL2 No No PP NoPP Group 2 NEGAM
17113458 360 AFL2 No No PP NoPP Group 2 NEGAM
17113462 360 AFL2 No No PP NoPP Group 2 NEGAM
17113491 360 AFL2 No No PP NoPP Group 2 NEGAM
17113494 360 AFL2 No No PP NoPP Group 2 NEGAM
17113499 360 AFL2 No No PP NoPP Group 2 NEGAM
17128547 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17128772 360 AFL2 No No PP NoPP Group 2 NEGAM
17088966 360 AFL2 Yes 36MPP Hard Group 2 NEGAM
17088984 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17089206 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
17089217 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
16857171 480 XXXX Yes 36MPP Hard Group 1 NEGAM
16857215 480 XXXX Yes 36MPP Hard Group 1 NEGAM
17088728 360 AFL2 Yes 6MPP Hard Group 2 NEGAM
17088796 360 AFL2 No No PP NoPP Group 2 NEGAM
17088708 360 AFL2 Yes 36MPP Combo Group 2 NEGAM
EXHIBIT C
[RESERVED]
EXHIBIT D
REQUEST FOR RELEASE OF DOCUMENTS
To: Xxxxx Fargo Bank, National Association
0000 00xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
RE: Custodial Agreement, dated as of April 30, 2007 among Structured Asset Mortgage Investments II
Inc., as company, Xxxxx Fargo Bank, National Association as trustee and custodian and EMC
Mortgage Corporation, as servicer, in connection with Bear Xxxxxxx Mortgage Funding Trust
2007-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4
In connection with the administration of the Mortgage Loans held by you pursuant to the
above-captioned Custodial Agreement, we request the release, and hereby acknowledge receipt, of the
Mortgage File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_____ 1. Mortgage Paid in Full and proceeds have been deposited into the Custodial
Account
_____ 2. Foreclosure
_____ 3. Substitution
_____ 4. Other Liquidation
_____ 5. Nonliquidation Reason:
_____ 6. California Mortgage Loan paid in full
By:________________________________________
(authorized signer)
Issuer:
Address:
Date:
EXHIBIT E
FORM OF TRANSFER AFFIDAVIT
Affidavit pursuant to Section
860E(e)(4) of the Internal Revenue
Code of 1986, as amended, and for
other purposes
STATE OF )
)ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Investor] (record or beneficial owner of the
Bear Xxxxxxx Mortgage Funding Trust 2007-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4, Class
R Certificates (the "Class R Certificates")) (the "Owner"), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of _____] [the United States], on behalf of which he
makes this affidavit.
2. That the Owner (i) is not and will not be as of [Closing Date][date of purchase] a
"disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of
1986, as amended (the "Code") or an "electing large partnership" within the meaning of Section 775 of
the Code, (ii) will endeavor to remain other than a disqualified organization and an electing large
partnership for so long as it retains its ownership in the Class R Certificates and (iii) is acquiring
the Class R Certificates for its own account or for the account of another Owner from which it has
received an affidavit and agreement in substantially the same form as this affidavit and agreement. (For
this purpose, a "disqualified organization" means an electing large partnership under Section 775 of the
Code, the United States, any state or political subdivision thereof, any agency or instrumentality of
any of the foregoing (other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is
not selected by any such governmental entity) or any foreign government, international organization or
any agency or instrumentality of such foreign government or organization, any rural electric or
telephone cooperative, or any organization (other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the tax on unrelated business
taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of the Class
R Certificates to disqualified organizations or electing large partnerships under the Code, that applies
to all transfers of the Class R Certificates after March 31, 1988; (ii) that such tax would be on the
transferor (or, with respect to transfers to electing large partnerships, on each such partnership), or,
if such transfer is through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person (other than with respect to transfers to
electing large partnerships) otherwise liable for the tax shall be relieved of liability for the tax if
the transferee furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual knowledge that the affidavit
is false; and (iv) that the Class R Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect to the income on such
residual interest, unless no significant purpose of the transfer was to impede the assessment or
collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
the Class R Certificates if either the pass-through entity is an electing large partnership under
Section 775 of the Code or if at any time during the taxable year of the pass-through entity a
disqualified organization is the record holder of an interest in such entity. (For this purpose, a "pass
through entity" includes a regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the transfer of any
Class R Certificates unless the transferee, or the transferee's agent, delivers to it an affidavit and
agreement, among other things, in substantially the same form as this affidavit and agreement. The Owner
expressly agrees that it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of the
Class R Certificates and the provisions of Section 5.05 of the Pooling and Servicing Agreement under
which the Class R Certificates were issued. The Owner expressly agrees to be bound by and to comply with
such restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
the Class R Certificates will only be owned, directly or indirectly, by an Owner that is not a
disqualified organization.
8. The Owner's Taxpayer Identification Number is # _______________.
9. This affidavit and agreement relates only to the Class R Certificates held by
the Owner and not to any other holder of the Class R Certificates. The Owner understands that the
liabilities described herein relate only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of any of the Class R
Certificates by the Owner is or will be to impede the assessment or collection of any tax; in making
this representation, the Owner warrants that the Owner is familiar with (i) Treasury Regulation Section
1.860E-1 (c) and recent amendments thereto, effective as of August 19, 2002, and (ii) the preamble
describing the adoption of the amendments to such regulation, which is attached hereto as Exhibit 1.
11. That the Owner has no present knowledge or expectation that it will be unable
to pay any United States taxes owed by it so long as any of the Certificates remain outstanding. In this
regard, the Owner hereby represents to and for the benefit of the person from whom it acquired the Class
R Certificates that the Owner intends to pay taxes associated with holding such Class R Certificates as
they become due, fully understanding that it may incur tax liabilities in excess of any cash flows
generated by the Class R Certificates.
12. That the Owner has no present knowledge or expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the Class R Certificates remain
outstanding.
13. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income from sources without the United States
is includable in gross income for United States federal income tax purposes regardless of its connection
with the conduct of a trade or business within the United States.
14. The Owner hereby agrees that it will not cause income from the Class R
Certificates to be attributable to a foreign permanent establishment or fixed base (within the meaning
of an applicable income tax treaty) of the Owner or another United States taxpayer.
15. (a) The Purchaser hereby certifies, represents and warrants to, and
covenants with the Company and the Trustee that the following statements in (1) or (2) are accurate:
(1) The Certificates (i) are not being acquired by, and will not
be transferred to, any employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or other retirement arrangement, including
individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and
insurance company general or separate accounts in which such plans, accounts or arrangements are
invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986
(the "Code") (any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan
within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ? 2510.3-101 or otherwise
under ERISA, and (iii) will not be transferred to any entity that is deemed to be investing plan assets
within the meaning of the DOL regulation, 29 C.F.R. ? 2510.3-101 or otherwise under ERISA;
(2) The purchase of the Certificates is permissible under applicable
law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code,
will not subject the Company or the Trustee to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement and, with respect to each source of funds ("Source") being used by the
Purchaser to acquire the Certificates, each of the following statements is accurate: (a) the Purchaser is
an insurance company; (b) the Source is assets of the Purchaser's "general account;" (c) the conditions
set forth in Prohibited Transaction Class Exemption ("PTCE") 95-60 issued by the DOL have been satisfied
and the purchase, holding and transfer of Certificates by or on behalf of the Purchaser are exempt under
PTCE 95-60; and (d) the amount of reserves and liabilities for such general account contracts held by or
on behalf of any Plan does not exceed 10% of the total reserves and liabilities of such general account
plus surplus as of the date hereof (for purposes of this clause, all Plans maintained by the same employer
(or affiliate thereof) or employee organization are deemed to be a single Plan) in connection with its
purchase and holding of such Certificates; or
(b) The Owner will provide the Trustee and the Company with an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that
the purchase of the Certificates is permissible under applicable law, will not constitute or result in
any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the
Trustee or the Company to any obligation or liability (including obligations or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to, and covenants
with, the Company and the Trustee that the Owner will not transfer such Certificates to any Plan or
person unless either such Plan or person meets the requirements set forth in either (a) or (b) above.
Capitalized terms used but not defined herein shall have the meanings assigned in the
Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on its behalf,
pursuant to authority of its Board of Directors, by its [Title of Officer] this ____ day of _________,
20__.
[NAME OF INVESTOR]
By:___________________________________________
[Name of Officer]
[Title of Officer]
[Address of Investor for receipt of
distributions]
[Address of Investor for receipt of tax
information]
Personally appeared before me the above-named [Name of Officer], known or proved to me to be
the same person who executed the foregoing instrument and to be the [Title of Officer] of the Investor,
and acknowledged to me that he executed the same as his free act and deed and the free act and deed of
the Investor.
Subscribed and sworn before me this ___ day of _________, 20___.
NOTARY PUBLIC
COUNTY OF
STATE OF
My commission expires the ___ day of ___________________, 20___.
EXHIBIT F-1
FORM OF INVESTMENT LETTER (NON-RULE 144A)
______________,200___
Structured Asset Mortgage Investments II Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, National Association
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Bear Xxxxxxx Mortgage Funding Trust 2007-AR4
Re: Bear Xxxxxxx Mortgage Funding Trust 2007-AR4
Mortgage Pass-Through Certificates, Series 2007-AR4
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from ______________ (the "Seller")
$_________ initial Current Principal Amount of Mortgage Pass-Through Certificates, Series 2007-AR4,
Class _____ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of April 1, 2007 among Structured Asset Mortgage Investments II
Inc., as depositor (the "Seller"), EMC Mortgage Corporation, as servicer and seller and Xxxxx Fargo Bank,
National Association, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies,
represents and warrants to, and covenants with, the Seller and the Trustee that:
1. The Purchaser understands that (a) the Certificates have not been and
will not be registered or qualified under the Securities Act of 1933, as amended (the
"Act") or any state securities law, (b) the Seller is not required to so register or
qualify the Certificates, (c) the Certificates may be resold only if registered and
qualified pursuant to the provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding the transfer of the Certificates
and (e) the Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for
investment only and not with a view to or for sale in connection with any distribution
thereof in any manner that would violate the Act or any applicable state securities
laws.
3. The Purchaser is (a) a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters, and,
in particular, in such matters related to securities similar to the Certificates, such
that it is capable of evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of such an investment and (c) an
"accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had an opportunity to
review (a) a copy of the Pooling and Servicing Agreement and (b) such other
information concerning the Certificates, the Mortgage Loans and the Seller as has been
requested by the Purchaser from the Seller or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser has had any
questions arising from such review answered by the Seller or the Seller to the
satisfaction of the Purchaser.
5. The Purchaser has not and will not nor has it authorized or will it
authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition
of other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approach or negotiate
with respect to any Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general solicitation by means of
general advertising or in any other manner or (e) take any other action, that (as to
any of (a) through (e) above) would constitute a distribution of any Certificate under
the Act, that would render the disposition of any Certificate a violation of Section 5
of the Act or any state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
[6. The Purchaser (if the Certificate is not rated at least "BBB-" or its
equivalent by Fitch, Inc., S&P, Xxxxx'x, DBRS Limited or DBRS, Inc.):
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (a "Plan"), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan within the meaning of the
Department of Labor ("DOL") regulation at 29 C.F.R. §2510.3-101; or
(b) is an insurance company, the source of funds to be used by it
to purchase the Certificates is an "insurance company general account" (within the
meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
purchase is being made in reliance upon the availability of the exemptive relief
afforded under Sections I and III of PTCE 95-60.]
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with,
the Company and the Trustee that the Purchaser will not transfer such Certificates to any Plan or person
unless such Plan or person meets the requirements set forth in either 6(a) or (b) above.
Very truly yours,
[PURCHASER]
By:________________________________
Name:
Title:
EXHIBIT F-2
FORM OF RULE 144A INVESTMENT REPRESENTATION
Description of Rule 144A Securities, including numbers:
_______________________________________________________
_______________________________________________________
_______________________________________________________
_______________________________________________________
The undersigned seller, as registered holder (the "Seller"), intends to transfer the
Rule 144A Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following
facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or
otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of
the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from,
or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended
(the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered
the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer"
as defined in Rule 144A under the 0000 Xxx.
2. The Buyer warrants and represents to, and covenants with, the Seller, the
Trustee and the Servicer (as defined to the Pooling and Servicing Agreement, dated as of April 1, 2007
(the "Agreement"), among the Company, EMC and Xxxxx Fargo Bank, National Association, as trustee (the
"Trustee")) as follows:
a. The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters that it is capable
of evaluating the merits and risks of investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding the
Rule 144A Securities that it has requested from the Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in
the Rule 144A Securities or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security from, or otherwise approached or negotiated
with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has completed either of the forms of certification
to that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it
is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for
its own account or the accounts of other qualified institutional buyers, understands that such
Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably
believed to be a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
3. [The Buyer (if the Rule 144A Securities are not rated at least "BBB-" or its
equivalent by Fitch, Inc., S&P, Xxxxx'x, DBRS Limited or DBRS, Inc.):
a. is not an employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets"
of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. §
2510.3-101; or
b. is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account" (within the meaning of DOL
Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Sections I and III of
PTCE 95-60.
4.] This document may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an
original; such counterparts, together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of the date set
forth below.
___________________________________ ____________________________________
Print Name of Seller Print Name of Buyer
By:________________________________ By:_________________________________
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification:
No.________________________________ No:_________________________________
Date:______________________________ Date:_______________________________
ANNEX 1 TO EXHIBIT F-2
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A")
because (i) the Buyer owned and/or invested on a discretionary basis
$ in securities (except for the excluded securities referred to
below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.
Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association
or similar institution), Massachusetts or similar business trust, partnership, or charitable
organization described in Section 501(c)(3) of the Internal Revenue Code.
Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any
State, territory or the District of Columbia, the business of which is substantially confined
to banking and is supervised by the State or territorial banking commission or similar official
or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
Savings and Loan. The Buyer (a) is a savings and loan association, building and loan
association, cooperative bank, homestead association or similar institution, which is
supervised and examined by a State or Federal authority having supervision over any such
institutions or is a foreign savings and loan association or equivalent institution and (b) has
an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial
statements.
Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934.
Insurance Company. The Buyer is an insurance company whose primary and predominant business
activity is the writing of insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of Columbia.
State or Local Plan. The Buyer is a plan established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for
the benefit of its employees.
ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974.
Investment Adviser. The Buyer is an investment adviser registered under the Investment
Advisers Act of 1940.
SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
Business Development Company. The Buyer is a business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose
participants are exclusively (a) plans established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for
the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes as
participants individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or
subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a
repurchase agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer
and did not include any of the securities referred to in the preceding paragraph. Further, in
determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Buyer's direction. However, such securities were not included if the
Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands that
the seller to it and other parties related to the Certificates are relying and will continue to rely on
the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.
_______ _______ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that, in
connection with any purchase of securities sold to the Buyer for the account of a third party (including
any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third
party that at the time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a third party unless the
Buyer has obtained a current representation letter from such third party or taken other appropriate
steps contemplated by Rule 144A to conclude that such third party independently meets the definition of
"qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is made
of any changes in the information and conclusions herein. Until such notice is given, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of
such purchase.
_________________________________________
Print Name of Buyer
By:______________________________________
Name:
Title:
Date:____________________________________
EXHIBIT F-3
FORM OF TRANSFEROR REPRESENTATION LETTER
_____, 20__
Structured Asset Mortgage Investments II Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, National Association
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Bear Xxxxxxx Mortgage Funding Trust 2007-AR4
Re: Mortgage Pass-Through Certificates, Series 2007-AR4
Ladies and Gentlemen:
In connection with the sale by ___________ (the "Seller") to ______________________ (the
"Purchaser") of $___________ Initial Current Principal Amount of Mortgage Pass-Through Certificates,
Series 2007-AR4 (the "Certificates") pursuant to the Pooling and Servicing Agreement, dated as of April
1, 2007 (the "Pooling and Servicing Agreement"), among Structured Asset Mortgage Investments II Inc.
(the "Company"), EMC Mortgage Corporation ("EMC") and Xxxxx Fargo Bank, National Association, as
trustee (the "Trustee"). The Seller hereby certifies, represents and warrants to, and covenants with,
the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any other similar security with any person in any
manner, (d) has made any general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would constitute a
distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the
disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that
would require registration or qualification pursuant thereto. The Seller will not act, in any manner
set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not
sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the
Pooling and Servicing Agreement.
Very truly yours,
______________________________________
(Seller)
By:___________________________________
Name:
Title:
EXHIBIT G
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
"Agreement"), dated as of April 30, 2007, by and among XXXXX FARGO BANK, NATIONAL ASSOCIATION, as
trustee (including its successors under the Pooling and Servicing Agreement defined below, the
"Trustee"), STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as company (together with any successor in
interest, the "Company"), EMC MORTGAGE CORPORATION, as servicer (together with any successor in interest
or successor under the Pooling and Servicing Agreement referred to below, the "Servicer") and XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as custodian (together with any successor in interest or any successor
appointed hereunder, the "Custodian").
WITNESSETH THAT:
WHEREAS, the Company, the Servicer and the Trustee have entered into a Pooling and
Servicing Agreement, dated as of April 1, 2007, relating to the issuance of Bear Xxxxxxx Mortgage
Funding Trust 2007-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4 (as in effect on the date of
this agreement, the "Original Pooling and Servicing Agreement," and as amended and supplemented from
time to time, the "Pooling and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee on behalf of the
Certificateholders for the purposes of receiving and holding certain documents and other instruments
delivered by the Company or the Servicer under the Pooling and Servicing Agreement, all upon the terms
and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee the Company, the Servicer and the Custodian hereby agree
as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein shall have the
meanings assigned in the Original Pooling and Servicing Agreement, unless otherwise required by the
context herein.
ARTICLE II.
CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Custodian to Act as Agent: Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes, acknowledges (subject to any
exceptions noted in the Initial Certification referred to in Section 2.3(a) receipt of the Mortgage
Files relating to the Mortgage Loans identified on the schedule attached hereto (the "Mortgage Files")
and declares that it holds and will hold such Mortgage Files as agent for the Trustee, in trust, for the
use and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File includes one or
more assignments of Mortgage to the Trustee in a state which is specifically excluded from the Opinion
of Counsel delivered by the Company to the Trustee (with a copy to the Custodian) pursuant to the
provisions of Section 2.01 of the Pooling and Servicing Agreement, each such assignment shall be
delivered by the Custodian to the Company for the purpose of recording it in the appropriate public
office for real property records, and the Company, at no expense to the Custodian, shall promptly cause
to be recorded in the appropriate public office for real property records each such assignment of
Mortgage and, upon receipt thereof from such public office, shall return each such assignment of
Mortgage to the Custodian.
Section 2.3. Review of Mortgage Files.
(1) On or prior to the Closing Date, in accordance with Section 2.02 of the
Pooling and Servicing Agreement, the Custodian shall deliver to the Company and the Trustee an Initial
Certification in the form annexed hereto as Exhibit One evidencing receipt (subject to any exceptions
noted therein) of a Mortgage File for each of the Mortgage Loans listed on the Schedule attached hereto
(the "Mortgage Loan Schedule").
(2) Within 90 days of the Closing Date, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02 of the Pooling and
Servicing Agreement, each such document, and shall deliver to the Company, the Servicer and the Trustee
an Interim Certification in the form annexed hereto as Exhibit Two to the effect that all such documents
have been executed and received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim
Certification. The Custodian shall be under no duty or obligation to inspect, review or examine said
documents, instruments, certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have actually been recorded or that
they are other than what they purport to be on their face.
(3) Not later than 180 days after the Closing Date, the Custodian shall review the
Mortgage Files as provided in Section 2.02 of the Pooling and Servicing Agreement and deliver to the
Company, the Servicer and the Trustee a Final Certification in the form annexed hereto as Exhibit Three
evidencing the completeness of the Mortgage Files.
(4) In reviewing the Mortgage Files as provided herein and in the Pooling and
Servicing Agreement, the Custodian shall make no representation as to and shall not be responsible to
verify (i) the validity, legality, enforceability, due authorization, recordability, sufficiency or
genuineness of any of the documents included in any Mortgage File or (ii) the collectibility,
insurability, effectiveness or suitability of any of the documents in any Mortgage File.
Upon receipt of written request from the Trustee, the Custodian shall as soon as practicable
supply the Trustee with a list of all of the documents relating to the Mortgage Loans missing from the
Mortgage Files.
Section 2.4. Notification of Breaches of Representations and Warranties. Upon
discovery by the Custodian of a breach of any representation or warranty made by the Company as set
forth in the Pooling and Servicing Agreement with respect to a Mortgage Loan relating to a Mortgage
File, the Custodian shall give prompt written notice to the Company, the Servicer and the Trustee.
Section 2.5. Custodian to Cooperate: Release of Mortgage Files. Upon receipt of
written notice from the Trustee that the Mortgage Loan Seller has repurchased a Mortgage Loan pursuant
to Article II of the Pooling and Servicing Agreement, and that the purchase price therefore has been
deposited in the Custodial Account or the Distribution Account, then the Custodian agrees to promptly
release to the Mortgage Loan Seller the related Mortgage File.
Upon the Custodian's receipt of a request for release (a "Request for Release")
substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D signed by a
Servicing Officer of the Servicer stating that it has received payment in full of a Mortgage Loan or
that payment in full will be escrowed in a manner customary for such purposes, the Custodian agrees
promptly to release to the Servicer the related Mortgage File. The Company shall deliver to the
Custodian and the Custodian agrees to accept the Mortgage Note and other documents constituting the
Mortgage File with respect to any Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any Primary Insurance Policy, the Servicer shall
deliver to the Custodian a Request for Release signed by a Servicing Officer requesting that possession
of all of the Mortgage File be released to the Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any of the Insurance Policies. Upon receipt of the foregoing, the Custodian shall deliver the
Mortgage File to the related Servicer. The Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Custodian when the need therefore by the related Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
the Mortgage Loan have been deposited in the Custodial Account or the Distribution Account or (ii) the
Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public
official as required by law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to the name and address of
the Person to which such Mortgage File or such document was delivered and the purpose or purposes of
such delivery.
At any time that the Servicer is required to deliver to the Custodian a Request for
Release, the Servicer shall deliver two copies of the Request for Release if delivered in hard copy or
the Servicer may furnish such Request for Release electronically to the Custodian, in which event the
Servicing Officer transmitting the same shall be deemed to have signed the Request for Release. In
connection with any Request for Release of a Mortgage File because of a repurchase of a Mortgage Loan,
such Request for Release shall be accompanied by an assignment of mortgage, without recourse,
representation or warranty from the Trustee to the Mortgage Loan Seller and the related Mortgage Note
shall be endorsed without recourse, representation or warranty by the Trustee (unless such Mortgage Note
was a MERS Loan and not endorsed to the Trustee) and be returned to the Mortgage Loan Seller. In
connection with any Request for Release of a Mortgage File because of the payment in full of a Mortgage
Loan, such Request for Release shall be accompanied by a certificate of satisfaction or other similar
instrument to be executed by or on behalf of the Trustee and returned to the related Servicer.
Section 2.6. Assumption Agreements. In the event that any assumption agreement,
substitution of liability agreement or sale of servicing agreement is entered into with respect to any
Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and
Servicing Agreement, the Servicer shall notify the Custodian that such assumption or substitution
agreement has been completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which shall be added to the related Mortgage File and, for all purposes, shall
be considered a part of such Mortgage File to the same extent as all other documents and instruments
constituting parts thereof.
ARTICLE III.
CONCERNING THE CUSTODIAN
Section 3.1. Custodian as Bailee and Agent of the Trustee. With respect to each
Mortgage Note, Mortgage and other documents constituting each Mortgage File which are delivered to the
Custodian, the Custodian is exclusively the bailee and agent of the Trustee and has no instructions to
hold any Mortgage Note or Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or Mortgage File shall be delivered by the Custodian to the Company or the
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Reserved.
Section 3.3. Custodian May Own Certificates. The Custodian in its individual or
any other capacity may become the owner or pledgee of Certificates with the same rights it would have if
it were not Custodian.
Section 3.4. Custodian's Fees and Expenses. The Trustee covenants and agrees to
pay to the Custodian from time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian pursuant to an agreement between the Trustee and the Custodian, and the
Custodian will be entitled to be paid or reimbursed by the Trust upon its request, from amounts held by
it in the Distribution Account, for all reasonable expenses, disbursements and advances incurred or made
by the Custodian in accordance with any of the provisions of this Agreement (including the reasonable
compensation and the expenses and disbursements of its counsel and of all persons not regularly in its
employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith
or to the extent that such cost or expense is indemnified by the Company or the Trust pursuant to the
Pooling and Servicing Agreement.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The Custodian may
resign from the obligations and duties hereby imposed upon it as such obligations and duties relate to
its acting as Custodian of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody of the Mortgage Files itself and give prompt written notice thereof to the
Company, the Servicer and the Custodian, or promptly appoint a successor Custodian by written
instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and
one copy to the successor Custodian. If the Trustee shall not have taken custody of the Mortgage Files
and no successor Custodian shall have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Custodian may petition any court of
competent jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time with the consent of the Servicer. In
such event, the Trustee shall appoint, or petition a court of competent jurisdiction to appoint, a
successor Custodian hereunder. Any successor Custodian shall be a depository institution subject to
supervision or examination by federal or state authority, shall be able to satisfy the other
requirements contained in Section 3.7 and shall be unaffiliated with the Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor Custodian
pursuant to any of the provisions of this Section 3.5 shall become effective upon acceptance of
appointment by the successor Custodian. The Trustee shall give prompt notice to the Company and the
Servicer of the appointment of any successor Custodian. No successor Custodian shall be appointed by the
Trustee without the prior approval of the Company and the Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which the Custodian shall be a party, or any Person
succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder, without
the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided that such successor is a depository
institution subject to supervision or examination by federal or state authority and is able to satisfy
the other requirements contained in Section 3.7 and is unaffiliated with the Servicer or the Company.
Section 3.7. Representations of the Custodian. The Custodian hereby represents
that it is a depository institution subject to supervision or examination by a federal or state
authority, has a combined capital and surplus of at least $15,000,000 and is qualified to do business in
the jurisdictions in which it will hold any Mortgage File.
Section 3.8. Limitation on Liability. Neither the Custodian nor any of its
directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by
it or them hereunder or in connection herewith in good faith and reasonably believed (which belief may
be based upon the written opinion or advice of counsel selected by it in the exercise of reasonable
care) by it or them to be within the purview of this Agreement, except for its or their own negligence,
lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of
the Custodian may rely in good faith on any document of any kind prima facie properly executed and
submitted by any person with authority with respect to any related matters arising hereunder. In no
event shall the Custodian or its directors, officers, agents and employees be held liable for any
special, indirect or consequential damages resulting from any action taken or omitted to be taken by it
or them hereunder or in connection herewith even if advised of the possibility of such damages.
Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the
Trust Fund, the Trustee and each of their respective employees, representatives, affiliates, officers,
directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or
expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or
Trust Fund or any such other respective Person, due to any willful misfeasance or negligent or bad faith
performance or non-performance by the Custodian of its duties and responsibilities under this Agreement;
provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount
and any portion of any such amount directly and solely resulting from the willful misfeasance, bad faith
or negligence of such person, and the Custodian's reliance on written instructions from the Trustee or
the Servicer. The provisions of this Section 3.8 shall survive the termination of this Custodial
Agreement.
The Custodian and its directors, officers, employees and agents shall be entitled to
indemnification and defense from the Trust Fund for any loss, liability or expense incurred (other than
as a result of any willful misfeasance or negligent or bad-faith performance or non-performance on their
part), arising out of, or in connection with, the acceptance or administration of the custodial
arrangement created hereunder, including the costs and expenses of defending themselves against any
claim or liability in connection with the exercise or performance of any of their powers or duties
hereunder.
ARTICLE IV.
COMPLIANCE WITH REGULATION AB
Section 4.1. Intent of the Parties; Reasonableness. The parties hereto
acknowledge and agree that the purpose of this Article IV is to facilitate compliance by the Company and
the Trustee with the provisions of Regulation AB and related rules and regulations of the Commission.
The Company and the Trustee shall not exercise its right to request delivery of information or other
performance under these provisions other than in good faith, or for purposes other than compliance with
the Securities Act, the Exchange Act and the rules and regulations of the Commission under the
Securities Act and the Exchange Act. Each of the parties hereto acknowledges that interpretations of
the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by
the Commission or its staff, consensus among participants in the mortgage-backed securities markets,
advice of counsel, or otherwise, and agrees to comply with requests made by the Company and the Trustee
in good faith for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB to the extent reasonably practicable. The Custodian shall cooperate
reasonably with the Company and the Trustee to deliver to the Company and (including any of their
respective assignees or designees), any and all disclosure, statements, reports, certifications, records
and any other information necessary in the reasonable, good faith determination of the Company, the
Servicer and the Trustee to permit the Company, the Servicer and the Trustee to comply with the
provisions of Regulation AB.
Section 4.2. Additional Representations and Warranties of the Custodian.
(1) [Reserved]
(2) The Custodian shall be deemed to represent to the Company as of the date
hereof and on each date on which information is provided to the Company under Section 4.3 that, except
as disclosed in writing to the Company prior to such date: (i) there are no aspects of its financial
condition that could have a material adverse effect on the performance by it of its Custodian
obligations under this Agreement or any other securitization transaction as to which it is the
custodian; (ii) there are no material legal or governmental proceedings pending (or known to be
contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to
the Custodian with respect to the Company or any sponsor, issuing entity, servicer, trustee, originator,
significant obligor, enhancement or support provider or other material transaction party (as such terms
are used in Regulation AB) relating to the securitization transaction contemplated by the Original
Pooling and Servicing Agreement, as identified by the Company to the Custodian in writing as of the
Closing Date (each, a "Transaction Party").
(3) If so requested by the Company on any date following the Closing Date, the
Custodian shall, within five Business Days following such request, confirm in writing the accuracy of
the representations and warranties set forth in paragraph (1) of this section or, if any such
representation and warranty is not accurate as of the date of such confirmation, provide reasonably
adequate disclosure of the pertinent facts, in writing, to the requesting party. Any such request from
the Company shall not be given more than once each calendar quarter, unless the Company shall have a
reasonable basis for a determination that any of the representations and warranties may not be accurate.
Section 4.3. Additional Information to Be Provided by the Custodian. For so long
as the Certificates are outstanding, for the purpose of satisfying the Company 's reporting obligation
under the Exchange Act with respect to any class of Certificates, the Custodian shall (a) notify the
Company in writing of any material litigation or governmental proceedings pending against the Custodian
that would be material to Certificateholders, and (b) provide to the Company a written description of
such proceedings. Any notices and descriptions required under this Section 4.3 shall be given no later
than five Business Days prior to the Determination Date following the month in which the Custodian has
knowledge of the occurrence of the relevant event. As of the date the Company or the Servicer files each
Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian will be deemed to
represent that any information previously provided under this Section 4.3, if any, is materially correct
and does not have any material omissions unless the Custodian has provided an update to such information.
Section 4.4. Report on Assessment of Compliance and Attestation. On or before
March 15 of each calendar year beginning in 2008, the Custodian shall:
(a) deliver to the Company, the Servicer and the Trustee a report (in form and
substance reasonably satisfactory to the Company) regarding the Custodian's assessment of compliance
with the Servicing Criteria identified on Exhibit Four hereto during the immediately preceding calendar
year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such
report shall be addressed to the Company and the Trustee and signed by an authorized officer of the
Custodian, and shall address each of the Servicing Criteria specified on a certification substantially
in the form of Exhibit Four hereto; and
(b) deliver to the Company, the Servicer and the Trustee a report of a registered
public accounting firm reasonably acceptable to the Company and the Trustee that attests to, and reports
on, the assessment of compliance made by the Custodian and delivered pursuant to the preceding
paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under the Securities Act and the Exchange Act.
Section 4.5. Indemnification; Remedies.
(1) The Custodian shall indemnify the Company, each affiliate of the Company, the
Servicer, the Trustee and each broker dealer acting as underwriter, placement agent or initial purchaser
of the Certificates or each Person who controls any of such parties (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors,
officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and
against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based
upon:
(i) (A) any untrue statement of a material fact contained or alleged to be
contained in any information, report, certification, accountants' attestation or other material
provided under this Article IV by or on behalf of the Custodian (collectively, the "Custodian
Information"), or (B) the omission or alleged omission to state in the Custodian Information a material
fact required to be stated in the Custodian Information or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; or
(ii) any failure by the Custodian to deliver any information, report,
certification, accountants' attestation or other material when and as required under this Article IV.
(2) In the case of any failure of performance described in clause (ii) of Section 4.5(1),
the Custodian shall promptly reimburse the Company for all costs reasonably incurred by the Company in
order to obtain the information, report, certification, accountants' letter or other material not
delivered as required by the Custodian.
ARTICLE V.
MISCELLANEOUS PROVISIONS
Section 5.1 Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally,
by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at
the addresses specified on the signature page hereof (unless changed by the particular party whose
address is stated herein by similar notice in writing), in which case the notice will be deemed
delivered when received.
Section 5.2 Amendments. No modification or amendment of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto,
and none of the Company, the Servicer or the Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt notice to the Custodian
of any amendment or supplement to the Pooling and Servicing Agreement and furnish the Custodian with
written copies thereof.
Section 5.3 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PRINCIPLES (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 5.4 Recordation of Agreement. To the extent permitted by applicable law,
this Agreement is subject to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Company and at the Trust's expense, but only upon direction
accompanied by an Opinion of Counsel reasonably satisfactory to the Company to the effect that the
failure to effect such recordation is likely to materially and adversely affect the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided
and for other purposes, this Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but
one and the same instrument.
Section 5.5 Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
Address: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000 By:_______________________________________________
Name:
Attention: Bear Xxxxxxx Mortgage Funding Title:
Trust 2007-AR4
Telecopier: (000) 000-0000
Address: STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
000 Xxxxxxx Xxxxxx By:_______________________________________________
Xxx Xxxx, Xxx Xxxx 00000 Name:
Title:
Address: EMC MORTGAGE CORPORATION,
as Servicer
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000 By:_______________________________________________
Attention: General Counsel Name:
Telecopier: (000) 000-0000 Title:
Address: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Custodian
0000 00xx Xxxxxx By:_______________________________________________
Xxxxxxxxxxx, Xxxxxxxxx 00000 Name:
Attention: Bear Xxxxxxx Mortgage Funding Title:
Trust 2007-AR4
Telecopier: (000) 000-0000
STATE OF MARYLAND )
)ss.:
COUNTY OF XXXXXX )
On the 30th day of April, 2007, before me, a notary public in and for said State,
personally appeared ___________, known to me to be a ___________ of Xxxxx Fargo Bank, National
Association, a national banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said association and acknowledged to me that such association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of April, 2007, before me, a notary public in and for said State,
personally appeared ___________, known to me to be a ___________ of Xxxxx Fargo Bank, National
Association, a national banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association, and acknowledged to me
that such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________________
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 30th day of April, 2007, before me, a notary public in and for said State,
personally appeared ___________, known to me to be a ___________ of Structured Asset Mortgage
Investments II Inc., one of the companies that executed the within instrument, and also known to me to
be the person who executed it on behalf of said company, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________________
Notary Public
[Notarial Seal]
STATE OF TEXAS )
)ss.:
COUNTY OF DALLAS )
On the 30th day of April, 2007, before me, a notary public in and for said State,
personally appeared ___________, known to me to be an ___________ of EMC Mortgage Corporation, a
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 national banking association executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________________
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
__, 20__
Xxxxx Fargo Bank, National Association Structured Asset Mortgage Investments II Inc.
0000 Xxx Xxxxxxxxx Xxxx 000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Email: xxxxxx@xxxx.xxx
Facsimile: (000) 000-0000
Attention: Structured Asset Mortgage Investments II Inc.
Bear Xxxxxxx Mortgage Funding Trust 2007-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4
Re: Custodial Agreement, dated as of April 30, 2007, by and
among Xxxxx Fargo Bank, National Association, Structured
Asset Mortgage Investments II Inc. and EMC Mortgage
Corporation relating to Bear Xxxxxxx Mortgage Funding Trust
2007-AR4, Mortgage Pass-Through Certificates, Series
2007-AR4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, and subject
to Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies
that it has received a Mortgage File (which contains an original Mortgage Note or lost note affidavit)
to the extent required in Section 2.01 of the Pooling and Servicing Agreement with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By:_______________________________
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
_________, 20__
Xxxxx Fargo Bank, National Association Structured Asset Mortgage Investments II Inc.
0000 Xxx Xxxxxxxxx Xxxx 000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Email: xxxxxx@xxxx.xxx
Facsimile: (000) 000-0000
Attention: Structured Asset Mortgage Investments II Inc.
Bear Xxxxxxx Mortgage Funding Trust 2007-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4
Re: Custodial Agreement, dated as of April 30, 2007, by and
among Xxxxx Fargo Bank, National Association, Structured
Asset Mortgage Investments II Inc and EMC Mortgage
Corporation relating to Bear Xxxxxxx Mortgage Funding Trust
2007-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required
pursuant to Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan
listed in the Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: all required documents have been executed and received and that such
documents related to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions
listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By:_______________________________
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
__________, 20__
Xxxxx Fargo Bank, National Association Structured Asset Mortgage Investments II Inc.
0000 Xxx Xxxxxxxxx Xxxx 000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Email: xxxxxx@xxxx.xxx
Facsimile: (000) 000-0000
Attention: Structured Asset Mortgage Investments II Inc.
Bear Xxxxxxx Mortgage Funding Trust 2007-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4
Re: Custodial Agreement, dated as of April 30, 2007, by and
among Xxxxx Fargo Bank, National Association, Structured
Asset Mortgage Investments II Inc. and EMC Mortgage
Corporation relating to Bear Xxxxxxx Mortgage Funding Trust
2007-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement and subject
to Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby
certifies that, subject to any exceptions listed on Schedule A attached hereto, it has received a
Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan Schedule containing with
respect to each such 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 in 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 a lost note affidavit together with a copy of the related Mortgage Note;
(ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the
presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall
have been recorded (or if the original is not available, a copy), with evidence of such
recording indicated thereon;
(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;
(iv) all intervening assignments of the Security Instrument, if applicable and only to
the extent available to the Company with evidence of recording thereon;
(v) the original or a copy of the policy or certificate of primary mortgage guaranty
insurance, to the extent available, if any,
(vi) the original policy of title insurance or mortgagee's certificate of title
insurance or commitment or binder for title insurance, and
(vii) originals of all modification agreements, if applicable and available.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement or in the Pooling and Servicing Agreement, as
applicable.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By:_______________________________
Name:
Title:
EXHIBIT FOUR
FORM OF CERTIFICATION REGARDING SERVICING CRITERIA
TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
__________, 20__
Xxxxx Fargo Bank, National Association Structured Asset Mortgage Investments II Inc.
0000 Xxx Xxxxxxxxx Xxxx 000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Email: xxxxxx@xxxx.xxx
Facsimile: (000) 000-0000
Attention: Structured Asset Mortgage Investments II Inc.
Bear Xxxxxxx Mortgage Funding Trust 2007-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4
Re: Custodial Agreement, dated as of April 30, 2007, by and
among Xxxxx Fargo Bank, National Association, Structured
Asset Mortgage Investments II Inc. and EMC Mortgage
Corporation relating to Bear Xxxxxxx Mortgage Funding Trust
2007-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4
Ladies and Gentlemen:
In accordance with Section 4.4 of the above-captioned Custodial Agreement and subject to Section 3.17 of
the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies that the
assessment of compliance to be delivered by the Custodian shall address, at a minimum, the criteria
identified below as "Applicable Servicing Criteria".
______________________________________________________________________________________
Applicable
Servicing Criteria Servicing
Criteria
______________________________________________________________________________________
Reference Criteria
______________________________________________________________________________________
General Servicing Considerations
______________________________________________________________________________________
Policies and procedures are instituted to
monitor any performance or other triggers and
1122(d)(1)(i) events of default in accordance with the
transaction agreements
______________________________________________________________________________________
If any material servicing activities are
outsourced to third parties, policies and
1122(d)(1)(ii) procedures are instituted to monitor the third
party's performance and compliance with such
servicing activities
______________________________________________________________________________________
Any requirements in the transaction agreements
1122(d)(1)(iii) to maintain a back-up servicer for the pool
assets are maintained.
______________________________________________________________________________________
A fidelity bond and errors and omissions policy
is in effect on the party participating in the
servicing function throughout the reporting
1122(d)(1)(iv) period in the amount of coverage required by and
otherwise in accordance with the terms of the
transaction agreements.
______________________________________________________________________________________
Cash Collection and Administration
______________________________________________________________________________________
Payments on pool assets are deposited into the
appropriate custodial bank accounts and related
bank clearing accounts no more than two business
1122(d)(2)(i) days following receipt and identification, or
such other number of days specified in the
transaction agreements.
______________________________________________________________________________________
Disbursements made via wire transfer on behalf
1122(d)(2)(ii) of an obligor or to an investor are made only by
authorized personnel.
______________________________________________________________________________________
Advances of funds or guarantees regarding
collections, cash flows or distributions, and
any interest or other fees charged for such
1122(d)(2)(iii) advances are made, reviewed and approved as
specified in the transaction agreements.
______________________________________________________________________________________
The related accounts for the transaction, such
as cash reserve accounts or accounts established
as a form of overcollateralization, are
1122(d)(2)(iv) separately maintained (e.g., with respect to
commingling of cash) as set forth in the
transaction agreements.
______________________________________________________________________________________
Each custodial account is maintained at a
federally insured depository institution as set
forth in the transaction agreements. For
purposes of this criterion, "federally insured
depository institutions" with respect to a
1122(d)(2)(v) foreign financial institution means a foreign
financial institution that meets the
requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
______________________________________________________________________________________
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access.
______________________________________________________________________________________
Reconciliations are prepared on a monthly basis
for all asset-backed securities related bank
accounts, including custodial accounts and
related bank clearing accounts. These
reconciliations are (A) mathematically accurate;
(B) prepared within 30 calendar days after the
bank statement cutoff date, or such other number
of days specified in the transaction agreements;
(C) reviewed and approved by someone other than
1122(d)(2)(vii) the person who prepared the reconciliations; and
(D) contain explanations for reconciling items,
These reconciling items are resolved within 90
calendar days of their original identification,
or such other number of days specified in the
transaction agreements.
______________________________________________________________________________________
Investor Remittances and Reporting
______________________________________________________________________________________
Reports to investors, including those to be
filed with the Commission, are maintained in
accordance with the transaction agreements and
applicable Commission requirements.
Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set
forth in the transaction agreements, (B) provide
information calculated in accordance with the
terms specified in the transaction agreements;
1122(d)(3)(i) (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with
investors; or the trustee's records as to the
total unpaid principal balance and number of
pool assets serviced by the servicer.
______________________________________________________________________________________
Amounts due to investors are allocated and
remitted in accordance with timeframes,
1122(d)(3)(ii) distribution priority and other terms set forth
in the transaction agreements.
______________________________________________________________________________________
Disbursements made to an investor are posted
within two business days to the servicer's
1122(d)(3)(iii) investor records, or such other number of days
specified in the transaction agreements.
______________________________________________________________________________________
Amounts remitted to investors per the investor
reports agree with cancelled checks, or other
1122(d)(3)(iv) form of payment, or custodial bank statements.
______________________________________________________________________________________
Pool Asset Administration
______________________________________________________________________________________
Collateral or security on pool assets is X
1122(d)(4)(i) maintained as required by the transaction
agreements or related asset pool documents.
______________________________________________________________________________________
Pool assets and related documents are X
1122(d)(4)(ii) safeguarded as required by the transaction
agreements.
______________________________________________________________________________________
Any additions, removals or substitutions to the
asset pool are made, reviewed and approved in
1122(d)(4)(iii) accordance with any conditions or requirements
in the transaction agreements
______________________________________________________________________________________
Payments on pool assets, including any payoffs,
made in accordance with the related pool asset
documents are posted to the servicer's obligor
records maintained no more than two business
days after receipt, or such other number of days
1122(d)(4)(iv) specified in the transaction agreements, and
allocated to principal, interest or other items
(e.g., escrow) in accordance with the related
pool asset documents.
______________________________________________________________________________________
The servicer's records regarding the pool assets
1122(d)(4)(v) agree with the servicer's records with respect
to an obligor's unpaid principal balance.
______________________________________________________________________________________
Changes with respect to the terms or status of
an obligor's pool asset (e.g., loan
modifications or re-agings) are made, reviewed
1122(d)(4)(vi) and approved by authorized personnel in
accordance with the transaction agreements and
related pool asset documents.
______________________________________________________________________________________
Loss mitigation of recovery actions (e.g.,
forbearance plans, modifications and deed in
lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated,
1122(d)(4)(vii) conducted and concluded in accordance with the
timeframes or other requirements established by
the transaction documents.
______________________________________________________________________________________
Records documenting collection efforts are
maintained during the period a pool asset is
delinquent in accordance with the transaction
agreements., Such records are maintained in at
least a monthly basis, or such other period
specified in the transaction agreements, and
describe the entity's activities in monitoring
1122(d)(4)(viii) delinquent pool assets including, for example,
phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed
temporary (e.g., illness or unemployment).
______________________________________________________________________________________
Adjustments to interest rates or rates of return
1122(d)(4)(ix) for pool assets with variable rates are
computed based on the related pool asset
documents.
______________________________________________________________________________________
Regarding any funds held in trust for an obligor
(such as escrow accounts); (A) such funds are
analyzed, in accordance with the obligor's pool
asset documents, on at least an annual basis, or
such other period specified in the transaction
agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with
applicable pool asset documents and state laws;
1122(d)(4)(x) and (C) such funds are returned to the obligor
within 3- calendar days of full repayment of the
related pool asset, or such other number of days
specified in the transaction agreements.
______________________________________________________________________________________
Payments made on behalf of an obligor (such as
tax ore insurance payments) are made on or
before the related penalty or expiration dates,
as indicated on the appropriate bills or notices
for such payments, provided that such support
1122(d)(4)(xi) has been received by the service at least 30
calendar days prior to these dates, or such
other number of days specified in the
transaction agreements.
______________________________________________________________________________________
Any late payment penalties in connection with
any payment to be made on behalf of an obligor
are paid from the servicer's funds and not
1122(d)(4)(xii) charged to the obligor, unless the late payment
was due to the obligor's error or omission.
______________________________________________________________________________________
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are
posted within two business days to the obligor's
records maintained by the servicer, or such
other number of days specified in the
transaction agreements.
______________________________________________________________________________________
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible
funds are recognized and recorded in accordance
with the transaction agreements.
______________________________________________________________________________________
1122(d)(4)(xv) Any external enhancement or other support,
identified in item 1114(a)(1) through (3) or
item 1115 of Regulation AB, is maintained as set
forth in the transaction agreements.
______________________________________________________________________________________
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: _________________________________
Name:
Title:
EXHIBIT H
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
between
EMC MORTGAGE CORPORATION
as Mortgage Loan Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
as Purchaser
Dated as of
April 30, 2007
Bear Xxxxxxx Mortgage Funding Trust 2007-AR4,
Mortgage Pass-Through Certificates, Series 2007-AR4,
TABLE OF CONTENTS
Page
Section 1. Definitions............................................................................................1
Section 2. Purchase and Sale of the Mortgage Loans and Related Rights.............................................3
Section 3. Mortgage Loan Schedules................................................................................3
Section 4. Mortgage Loan Transfer.................................................................................4
Section 5. Examination of Mortgage Files..........................................................................5
Section 6. Recordation of Assignments of Mortgage.................................................................7
Section 7. Representations and Warranties of Mortgage Loan Seller Concerning the Mortgage
Loans .............................................................................................8
Section 8. Representations and Warranties Concerning the Mortgage Loan Seller....................................14
Section 9. Representations and Warranties Concerning the Purchaser...............................................15
Section 10. Conditions to Closing................................................................................16
Section 11. Fees and Expenses....................................................................................18
Section 12. Accountants' Letters.................................................................................18
Section 13. Indemnification......................................................................................19
Section 14. Notices..............................................................................................21
Section 15. Transfer of Mortgage Loans...........................................................................21
Section 16. Termination..........................................................................................21
Section 17. Representations, Warranties and Agreements to Survive Delivery.......................................21
Section 18. Severability.........................................................................................22
Section 19. Counterparts.........................................................................................22
Section 20. Amendment............................................................................................22
Section 21. GOVERNING LAW........................................................................................22
Section 22. Further Assurances...................................................................................22
Section 23. Successors and Assigns...............................................................................22
Section 24. The Mortgage Loan Seller and the Purchaser...........................................................23
Section 25. Entire Agreement.....................................................................................23
Section 26. No Partnership.......................................................................................23
Exhibit 1 Contents of Mortgage File Exh. 1-1
Exhibit 2 Mortgage Loan Schedule Information Exh. 2-1
Exhibit 3 Mortgage Loan Seller's Information Exh. 3-1
Exhibit 4 Purchaser's Information Exh. 4-1
Exhibit 5 Schedule of Lost Notes Exh. 5-1
Exhibit 6 Standard & Poor's LEVELS® Glossary, Version 5.7
Revised, Appendix E Exh. 6-1
Schedule A Required Ratings for Each Class of Offered Certificates Sch. A-1
Schedule B Mortgage Loan Schedule Sch. B-1
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of April 30, 2007, as amended and
supplemented by any and all amendments hereto (collectively, the "Agreement"), by and between EMC
MORTGAGE CORPORATION, a Delaware corporation (the "Mortgage Loan Seller"), and STRUCTURED ASSET MORTGAGE
INVESTMENT II INC., a Delaware corporation (the "Purchaser").
Upon the terms and subject to the conditions of this Agreement, the Mortgage Loan
Seller will sell, and the Purchaser will purchase, certain conventional, adjustable rate, first lien
mortgage loans secured primarily by one- to four-family residential properties (collectively, the
"Mortgage Loans") as described herein. The Purchaser intends to deposit the Mortgage Loans into a trust
fund (the "Trust Fund") and create Bear Xxxxxxx Mortgage Funding Trust 2007-AR4, Mortgage Pass-Through
Certificates, Series 2007-AR4 (the "Certificates"), under a pooling and servicing agreement, to be dated
as of April 1, 2007 (the "Pooling and Servicing Agreement"), among the Purchaser, as depositor, Xxxxx
Fargo Bank, National Association, as trustee (the "Trustee") and EMC Mortgage Corporation, as servicer
(in such capacity, the "Servicer"), and sponsor.
The Purchaser has filed with the Securities and Exchange Commission (the "Commission")
a registration statement on Form S-3 (Number 333-140247) relating to its Mortgage Pass-Through
Certificates and the offering of certain series thereof (including certain classes of the Certificates)
from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder (the "Securities Act"). Such
registration statement, when it became effective under the Securities Act, and the prospectus relating
to the public offering of certain classes of the Certificates by the Purchaser (the "Public Offering"),
as from time to time each is amended or supplemented pursuant to the Securities Act or otherwise, are
referred to herein as the "Registration Statement" and the "Prospectus," respectively. The "Prospectus
Supplement" shall mean that supplement, dated April 27, 2007 to the Prospectus, dated March 20, 2007,
relating to certain classes of the Certificates. With respect to the Public Offering of certain classes
of the Certificates, the Purchaser and Bear, Xxxxxxx & Co. Inc. ("Bear Xxxxxxx") have entered into a
terms agreement dated as of April 27, 2007 to an underwriting agreement dated February 26, 2007,
between the Purchaser and Bear Xxxxxxx (collectively, the "Underwriting Agreement").
Now, therefore, in consideration of the premises and the mutual agreements set forth
herein, the parties hereto agree as follows:
(a) Definitions. Certain terms are defined herein. Capitalized terms
used herein but not defined herein shall have the meanings specified in the Pooling and Servicing
Agreement as in effect as of the date hereof. The following other terms are defined as follows:
Acquisition Price: Cash in an amount agreed upon by the Mortgage Loan Seller and the
Purchaser.
Bear Xxxxxxx: Bear, Xxxxxxx & Co. Inc.
Closing Date: April 30, 2007.
Cut-off Date: April 1, 2007.
Cut-off Date Balance: Approximately $1,328,105,998,38.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Substitute
Mortgage Loan.
Due Date: With respect to each Mortgage Loan, the date in each month on which its
Scheduled Payment is due, if such due date is the first day of a month, and otherwise is deemed to be
the first day of the following month or such other date specified in the related Servicing Agreement.
Moody's: Xxxxx'x Investors Service, Inc., or its successors in interest.
Mortgage: The mortgage or deed of trust creating a first lien on an interest in real
property securing a Mortgage Note.
Mortgage File: The items referred to in Exhibit 1 pertaining to a particular Mortgage
Loan and any additional documents required to be added to such documents pursuant to this Agreement or
the Pooling and Servicing Agreement.
Mortgage Interest Rate: The annual rate of interest borne by a Mortgage Note as stated
therein.
Mortgagor: The obligor(s) on a Mortgage Note.
Opinion of Counsel: A written opinion of counsel, who may be counsel for the Mortgage
Loan Seller or the Purchaser, reasonably acceptable to the Trustee.
Person: Any person or entity, including any individual, corporation, partnership,
joint venture, association, joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
Purchase Price: With respect to any Mortgage Loan (or any property acquired with
respect thereto) required to be purchased by the Mortgage Loan Seller pursuant to this Agreement or
Article II of the Pooling and Servicing Agreement, an amount equal to the sum of (i)(a) 100% of the
Outstanding Principal Balance of such Mortgage Loan as of the date of repurchase (or if the related
Mortgaged Property was acquired with respect thereto, 100% of the Outstanding Principal Balance at the
date of the acquisition), plus (b) accrued but unpaid interest on the Outstanding Principal Balance at
the related Mortgage Interest Rate, through and including the last day of the month of repurchase, and
reduced by (c) any portion of the Servicing Compensation, Monthly Advances and advances payable to the
purchaser of the Mortgage Loan and (ii) any costs and damages (if any) incurred by the Trust in
connection with any violation of such Mortgage Loan of any anti-predatory or abusive lending laws.
Rating Agencies: Standard & Poor's and Moody's, each a "Rating Agency."
Securities Act: The Securities Act of 1933, as amended.
Servicer: EMC Mortgage Corporation.
Standard & Poor's: Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx
Companies, Inc. or its successors in interest.
Substitute Mortgage Loan: A mortgage loan substituted for a Deleted Mortgage Loan
which must meet on the date of such substitution the requirements stated herein and in the Pooling and
Servicing Agreement; upon such substitution, such mortgage loan shall be a "Mortgage Loan" hereunder.
Value: The value of the Mortgaged Property at the time of origination of the related
Mortgage Loan, such value being the lesser of (i) the value of such property set forth in an appraisal
accepted by the applicable originator of the Mortgage Loan or (ii) the sales price of such property at
the time of origination.
(b) Purchase and Sale of the Mortgage Loans and Related Rights.
(i) Upon satisfaction of the conditions set forth in Section 10 hereof, the
Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans having an
aggregate outstanding principal balance as of the Cut-off Date equal to the Cut-off Date Balance.
(ii) The closing for the purchase and sale of the Mortgage Loans and the closing
for the issuance of the Certificates will take place on the Closing Date at the office of the
Purchaser's counsel in New York, New York or such other place as the parties shall agree.
(iii) Upon the satisfaction of the conditions set forth in Section 10 hereof, on the
Closing Date, the Purchaser shall pay to the Mortgage Loan Seller the Acquisition Price for the Mortgage
Loans in immediately available funds by wire transfer to such account or accounts as shall be designated
by the Mortgage Loan Seller.
(iv) In addition to the foregoing, on the Closing Date the Mortgage Loan Seller
assigns to the Purchaser all of its right, title and interest in the Servicing Agreements (other than
its right to enforce the representations and warranties set forth therein).
(c) Mortgage Loan Schedules. The Mortgage Loan Seller agrees to
provide to the Purchaser as of the date hereof a preliminary listing of the Mortgage Loans (the
"Preliminary Mortgage Loan Schedule") setting forth the information listed on Exhibit 2 to this Agreement
with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller. If there are changes
to the Preliminary Mortgage Loan Schedule, the Mortgage Loan Seller shall provide to the Purchaser as of
the Closing Date a final schedule (the "Final Mortgage Loan Schedule") setting forth the information
listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the
Mortgage Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be delivered to the
Purchaser on the Closing Date, shall be attached to an amendment to this Agreement to be executed on the
Closing Date by the parties hereto and shall be in form and substance mutually agreed to by the Mortgage
Loan Seller and the Purchaser (the "Amendment"). If there are no changes to the Preliminary Mortgage
Loan Schedule, the Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all
purposes hereof.
(d) Mortgage Loan Transfer.
(i) The Purchaser will be entitled to all scheduled payments of principal and
interest on the Mortgage Loans due after the Cut-off Date (regardless of when actually collected) and
all payments on the Mortgage Loans, other than scheduled principal and interest, received after the
Cut-off Date. The Mortgage Loan Seller will be entitled to all scheduled payments of principal and
interest on the Mortgage Loans due on or before the Cut-off Date (including payments collected after the
Cut-off Date) and all payments thereon, other than scheduled principal and interest, received on or
before the Cut-off Date. Such principal amounts and any interest thereon belonging to the Mortgage Loan
Seller as described above will not be included in the aggregate outstanding principal balance of the
Mortgage Loans as of the Cut-off Date as set forth on the Final Mortgage Loan Schedule.
(ii) Pursuant to various conveyance documents to be executed on the Closing Date
and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all
of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the
Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Mortgage
Loan Seller has delivered or will deliver or cause to be delivered to the Trustee as assignee of the
Purchaser by the Closing Date or such later date as is agreed to by the Purchaser and the Mortgage Loan
Seller (each of the Closing Date and such later date is referred to as a "Mortgage File Delivery Date"),
the items of each Mortgage File, provided, however, that in lieu of the foregoing, the Mortgage Loan
Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the
original Mortgage, assignments to the Trustee or intervening assignments thereof which have been
delivered, are being delivered or will, upon receipt of recording information relating to the Mortgage
required to be included thereon, be delivered to recording offices for recording and have not been
returned to the Mortgage Loan Seller in time to permit their delivery as specified above, the Mortgage
Loan Seller may deliver a true copy thereof with a certification by the Mortgage Loan Seller, on the
face of such copy, substantially as follows: "Certified to be a true and correct copy of the original,
which has been transmitted for recording" (y) in lieu of the Mortgage, assignments to the Trustee or
intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents
(as evidenced by a certification from the Mortgage Loan Seller to such effect) the Mortgage Loan Seller
may deliver photocopies of such documents containing an original certification by the judicial or other
governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the
Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Mortgage
Loan Seller to the Purchaser and the Trustee on the Closing Date and attached hereto as Exhibit 5, the
Mortgage Loan Seller may deliver lost note affidavits and indemnities of the Mortgage Loan Seller; and
provided further, however, that in the case of Mortgage Loans which have been paid in full after the
Cut-off Date and prior to the Closing Date, the Mortgage Loan Seller, in lieu of delivering the above
documents, may deliver to the Trustee as assignee of the Purchaser a certification by the Mortgage Loan
Seller or the Servicer to such effect. The Mortgage Loan Seller shall deliver such original documents
(including any original documents as to which certified copies had previously been delivered) or such
certified copies to the Trustee as assignee of the Purchaser promptly after they are received. The
Mortgage Loan Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of
the Mortgage to be recorded not later than 180 days after the Closing Date, unless such assignment is
not required to be recorded under the terms set forth in Section 6(i) hereof.
(iii) The Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of
the Mortgage Loans and Purchaser's rights hereunder will be assigned pursuant to the Pooling and
Servicing Agreement to the Trustee on the date hereof and that the Trustee shall have the right to
enforce directly against the Mortgage Loan Seller all of the rights of the Purchaser hereunder.
(e) Examination of Mortgage Files.
(i) On or before the Mortgage File Delivery Date, the Mortgage Loan Seller will
have made the Mortgage Files available to the Purchaser or its agent for examination which may be at the
offices of the Trustee or the Mortgage Loan Seller and/or the Mortgage Loan Seller's custodian. The
fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete
examination of the Mortgage Files shall not affect the Purchaser's rights to demand cure, repurchase,
substitution or other relief as provided in this Agreement. In furtherance of the foregoing, the
Mortgage Loan Seller shall make the Mortgage Files available to the Purchaser or its agent from time to
time so as to permit the Purchaser to confirm the Mortgage Loan Seller's compliance with the delivery
and recordation requirements of this Agreement and the Pooling and Servicing Agreement. In addition,
upon request of the Purchaser, the Mortgage Loan Seller agrees to provide to the Purchaser, Bear Xxxxxxx
and to any investors or prospective investors in the Certificates information regarding the Mortgage
Loans and their servicing, to make the Mortgage Files available to the Purchaser, Bear Xxxxxxx and to
such investors or prospective investors (which may be at the offices of the Mortgage Loan Seller and/or
the Mortgage Loan Seller's custodian) and to make available personnel knowledgeable about the Mortgage
Loans for discussions with the Purchaser, Bear Xxxxxxx and such investors or prospective investors, upon
reasonable request during regular business hours, sufficient to permit the Purchaser, Bear Xxxxxxx and
such investors or potential investors to conduct such due diligence as any such party reasonably
believes is appropriate.
(ii) Pursuant to the Pooling and Servicing Agreement, on the Closing Date the
Trustee, for the benefit of the Certificateholders, will review or cause the Custodian to review items
of the Mortgage Files as set forth on Exhibit 1 and will execute and deliver or cause the Custodian to
execute and deliver to the Mortgage Loan Seller an initial certification in the form attached as Exhibit
One to the Custodial Agreement.
(iii) Pursuant to the Pooling and Servicing Agreement, within 90 days of the Closing
Date, the Trustee will review or shall cause the Custodian to review items of the Mortgage Files as set
forth on Exhibit 1 and will execute and deliver, or cause to be executed and delivered, to the Mortgage
Loan Seller and the Servicer an interim certification substantially in the form of Exhibit Two to the
Custodial Agreement.
(iv) Pursuant to the Pooling and Servicing Agreement, within 180 days of the
Closing Date (or, with respect to any Substitute Mortgage Loan, within five (5) Business Days after the
receipt by the Trustee or Custodian thereof) the Trustee will review or cause the Custodian to review
items of the Mortgage Files as set forth on Exhibit 1 and will deliver to the Mortgage Loan Seller and
the Servicer a final certification substantially in the form of Exhibit Three to the Custodial
Agreement. If the Trustee (or the Custodian as its agent) is unable to deliver a final certification
with respect to the items listed in Exhibit 1 due to any document that is missing, has not been
executed, is unrelated, determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans identified in the Final Mortgage Loan Schedule or appears to be
defective on its face (a "Material Defect"), the Trustee or the Custodian, shall promptly notify the
Mortgage Loan Seller of such Material Defect. The Mortgage Loan Seller shall correct or cure any such
Material Defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as
its agent, of the Material Defect and if the Mortgage Loan Seller does not correct or cure such Material
Defect within such period and such defect materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the Mortgage Loan Seller will, in accordance with the
terms of the Pooling and Servicing Agreement, within ninety (90) days of the date of notice, provide the
Trustee with a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase the
related Mortgage Loan at the applicable Purchase Price; provided that, if such defect would cause the
Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any
such cure, repurchase or substitution must occur within 90 days from the date such breach was
discovered; provided, however, that if such defect relates solely to the inability of the Mortgage Loan
Seller to deliver the original security instrument or intervening assignments thereof, or a certified
copy because the originals of such documents, or a certified copy, have not been returned by the
applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan
if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt,
but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall
not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any
document submitted for recording to the appropriate recording office in the applicable jurisdiction
because such document has not been returned by such office; provided that the Mortgage Loan Seller shall
instead deliver a recording receipt of such recording office or, if such receipt is not available, a
certificate of the Mortgage Loan Seller or the Servicing Officer confirming that such documents have
been accepted for recording, and delivery to the Purchaser and to the Trustee or the Custodian, as
assignee of the Purchaser, shall be effected by the Mortgage Loan Seller within thirty (30) days of its
receipt of the original recorded document.
(v) At the time of any substitution, the Mortgage Loan Seller shall deliver or
cause to be delivered the Substitute Mortgage Loan, the related Mortgage File and any other documents
and payments required to be delivered in connection with a substitution pursuant to the Pooling and
Servicing Agreement. At the time of any purchase or substitution, pursuant to the Pooling and Servicing
Agreement, the Trustee shall (i) assign to the Mortgage Loan Seller and release or cause the Custodian
to release the documents (including, but not limited to, the Mortgage, Mortgage Note and other contents
of the Mortgage File) in its possession or in the possession of the Custodian relating to the Deleted
Mortgage Loan and (ii) execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the Mortgage Loan Seller title to such Deleted
Mortgage Loan. The Mortgage Loan Seller and the Purchaser shall amend the Mortgage Loan Schedule to
reflect all substitutions, repurchases and deletions.
(f) Recordation of Assignments of Mortgage.
(i) The Mortgage Loan Seller shall, promptly after the Closing Date, cause each
Mortgage and each assignment of Mortgage from the Mortgage Loan Seller to the Trustee, and all
unrecorded intervening assignments, if any, delivered on or prior to the Closing Date, to be recorded in
all recording offices in the jurisdictions where the related Mortgaged Properties are located; provided,
however, the Mortgage Loan Seller need not cause to be recorded any assignment which relates to a
Mortgage Loan if (a) such recordation is not required by the Rating Agencies or an Opinion of Counsel
has been provided to the Trustee, as assignee of the Purchaser, which states that the recordation of
such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan or (b)
MERS is identified on the Mortgage or a properly recorded assignment of the Mortgage, as the mortgagee
of record solely as nominee for the Mortgage Loan Seller and its successors and assigns; provided,
however, notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage shall be
submitted for recording by the Mortgage Loan Seller in the manner described above, at no expense to the
Trust Fund or Trustee, upon the earliest to occur of (i) reasonable direction by the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust, (ii)
the occurrence of an Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Mortgage Loan Seller and (iv) the occurrence of a servicing transfer as described in
Section 8.02 of the Pooling and Servicing Agreement.
While each such Mortgage or assignment is being recorded, if necessary, the Mortgage
Loan Seller shall leave or cause to be left with the Trustee, as assignee of the Purchaser, a certified
copy of such Mortgage or assignment. In the event that, within 180 days of the Closing Date, the
Trustee has not been provided an Opinion of Counsel as described above or received evidence of recording
with respect to each Mortgage Loan as set forth above, the failure to provide evidence of recording or
such Opinion of Counsel (in the alternative, if required) shall be considered a Material Defect, and the
provisions of Section 5(iii) and (iv) shall apply. All customary recording fees and reasonable expenses
relating to the recordation of the assignments of Mortgage to the Trustee or the Opinion of Counsel, as
the case may be, shall be borne by the Mortgage Loan Seller.
(ii) It is the express intent of the parties hereto that the conveyance of the
Mortgage Loans by the Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement be, and
be treated as, a sale. It is, further, not the intention of the parties that such conveyance be deemed
the grant of a security interest in the Mortgage Loans by the Mortgage Loan Seller to the Purchaser to
secure a debt or other obligation of the Mortgage Loan Seller. However, in the event that,
notwithstanding the intent of the parties, the Mortgage Loans are held by a court of competent
jurisdiction to continue to be property of the Mortgage Loan Seller, then (a) this Agreement shall be a
security agreement within the meaning of Article 8 and Article 9 of the applicable Uniform Commercial
Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the
Mortgage Loan Seller to the Purchaser of a security interest in, and the Mortgage Loan Seller hereby
grants to the Purchaser, to secure its obligations hereunder, a security interest in, all of the
Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans, all amounts payable to
the holders of the Mortgage Loans in accordance with the terms thereof, all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or other property and the
proceeds thereof. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be
a perfected security interest of first priority under applicable law and will be maintained as such
throughout the term of this Agreement.
(g) Representations and Warranties of Mortgage Loan Seller Concerning
the Mortgage Loans. The Mortgage Loan Seller hereby represents and warrants to the Purchaser as
of the Closing Date or such earlier date as may be specified below with respect to each Mortgage Loan:
(i) the information set forth in the Mortgage Loan Schedule hereto is true and
correct in all material respects;
(ii) immediately prior to the transfer to the Purchaser, the Mortgage Loan Seller
was the sole owner of each Mortgage and Mortgage Note relating to the Mortgage Loans and is conveying
the same free and clear of any and all liens, claims, encumbrances, participation interests, equities,
pledges, charges or security interests of any nature and the Mortgage Loan Seller has full right and
authority to sell or assign the same pursuant to this Agreement;
(iii) each Mortgage Loan and any prepayment penalty associated with such Mortgage
Loan at the time it was made complied in all material respects with all applicable local, state and
federal laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure
and recording laws and all applicable anti-predatory, abusive and fair lending laws; and each Mortgage
Loan has been serviced in all material respects in accordance with all applicable local, state and
federal laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure
and recording laws and all applicable anti-predatory, abusive and fair lending laws and the terms of the
related Mortgage Note, the Mortgage and other loan documents;
(iv) there is no monetary default existing under any Mortgage or the related
Mortgage Note and there is no material event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach or event of acceleration; and
neither the Mortgage Loan Seller, any of its affiliates nor any servicer of any related Mortgage Loan
has taken any action to waive any default, breach or event of acceleration; and no foreclosure action is
threatened or has been commenced with respect to the Mortgage Loan;
(v) the terms of the Mortgage Note and the Mortgage have not been impaired,
waived, altered or modified in any respect, except by written instruments, (i) if required by law in the
jurisdiction where the Mortgaged Property is located, or (ii) to protect the interests of the owner of
such Mortgage Loan;
(vi) no selection procedure reasonably believed by the Mortgage Loan Seller to be
adverse to the interests of the Certificateholders was utilized in selecting the Mortgage Loans;
(vii) each Mortgage is a valid and enforceable (subject to laws relating to
creditors rights generally and principles of equity) first lien on the property securing the related
Mortgage Note and each Mortgaged Property is owned by the Mortgagor in fee simple (except with respect
to common areas in the case of condominiums, PUDs and de minimis PUDs) or by leasehold for a term longer
than the term of the related Mortgage, subject only to (i) the lien of current real property taxes and
assessments, (ii) covenants, conditions and restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage, such exceptions being acceptable to mortgage
lending institutions generally or specifically reflected in the appraisal obtained in connection with
the origination of the related Mortgage Loan or referred to in the lender's title insurance policy
delivered to the originator of the related Mortgage Loan and (iii) other matters to which like
properties are commonly subject which do not materially interfere with the benefits of the security
intended to be provided by such Mortgage;
(viii) there is no mechanics' lien or claim for work, labor or material affecting the
premises subject to any Mortgage which is or may be a lien prior to, or equal with, the lien of such
Mortgage except those which are insured against by the title insurance policy referred to in (xiii)
below;
(ix) there was no delinquent tax or assessment lien against the property subject to
any Mortgage, except where such lien was being contested in good faith and a stay had been granted
against levying on the property;
(x) there is no valid offset, defense or counterclaim to any Mortgage Note or
Mortgage, including the obligation of the Mortgagor to pay the unpaid principal and interest on such
Mortgage Note;
(xi) the physical property subject to any Mortgage is free of material damage and
is in good repair and there is no proceeding pending or threatened for the total or partial condemnation
of any Mortgaged Property;
(xii) the Mortgaged Property and all improvements thereon comply with all
requirements of any applicable zoning and subdivision laws and ordinances;
(xiii) a lender's title insurance policy (on an ALTA or CLTA form) or binder, or
other assurance of title customary in the relevant jurisdiction therefor in a form acceptable to Xxxxxx
Xxx or Xxxxxxx Mac, was issued on the date that each Mortgage Loan was created by a title insurance
company which, to the best of the Mortgage Loan Seller's knowledge, was qualified to do business in the
jurisdiction where the related Mortgaged Property is located, insuring the Mortgage Loan Seller and its
successors and assigns that the Mortgage is a first priority lien on the related Mortgaged Property in
the original principal amount of the Mortgage Loan. The Mortgage Loan Seller is the sole insured under
such lender's title insurance policy, and such policy, binder or assurance is valid and remains in full
force and effect, and each such policy, binder or assurance shall contain all applicable endorsements
including a negative amortization endorsement, if applicable;
(xiv) at the time of origination, each Mortgaged Property was the subject of an
appraisal which conformed to the underwriting requirements of the originator of the Mortgage Loan and
the appraisal is in a form acceptable to Xxxxxx Mae or Xxxxxxx Mac;
(xv) the improvements on each Mortgaged Property securing a Mortgage Loan are
insured (by an insurer which is acceptable to the Mortgage Loan Seller) against loss by fire and such
hazards as are covered under a standard extended coverage endorsement in the locale in which the
Mortgaged Property is located, in an amount which is not less than the lesser of the maximum insurable
value of the improvements securing such Mortgage Loan or the outstanding principal balance of the
Mortgage Loan, but in no event in an amount less than an amount that is required to prevent the
Mortgagor from being deemed to be a co-insurer thereunder; if the improvement on the Mortgaged Property
is a condominium unit, it is included under the coverage afforded by a blanket policy for the
condominium project; if upon origination of the related Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified as a federally designated flood area, a flood insurance policy is in
effect in an amount representing coverage not less than the least of (i) the outstanding principal
balance of the Mortgage Loan, (ii) the restorable cost of improvements located on such Mortgaged
Property or (iii) the maximum coverage available under federal law; and each Mortgage obligates the
Mortgagor thereunder to maintain the insurance referred to above at the Mortgagor's cost and expense;
(xvi) each Mortgage Loan constitutes a "qualified mortgage" under Section
860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and
(9) without reliance on the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury
Regulations Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated
as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A)
of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9);
(xvii) each Mortgage Loan was originated (a) by a savings and loan association,
savings bank, commercial bank, credit union, insurance company or similar institution that is supervised
and examined by a federal or state authority, (b) by a mortgagee approved by the Secretary of HUD
pursuant to Sections 203 and 211 of the National Housing Act, as amended, or (c) by a mortgage broker or
correspondent lender in a manner such that the related Mortgage Loan would be regarded for purposes of
Section 3(a)(41) of the Securities Exchange Act of 1934, as amended, as having been originated by an
entity described in clauses (a) or (b) above;
(xviii) none of the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR
Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA, which implements
the Home Ownership and Equity Protection Act of 1994, as amended or (b) "high cost home," "covered"
(excluding home loans defined as "covered home loans" in the New Jersey Home Ownership Security Act of
2002 that were originated between November 26, 2003 and July 7, 2004), "high risk home" or "predatory"
loans under any applicable state, federal or local law (or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or additional legal liability for
residential mortgage loans having high interest rates, points and/or fees);
(xix) no Mortgage Loan (a) is a "high cost loan" or "covered loan" as applicable
(as such terms are defined in the then current version of Standard & Poor's LEVELS® Glossary in effect
as of the date hereof, Appendix E, attached hereto as Exhibit 6) or (b) was originated on or after
October 1, 2002 through March 6, 2003 and is governed by the Georgia Fair Lending Act;
(xx) the information set forth in Schedule A of the Prospectus Supplement with
respect to the Mortgage Loans is true and correct in all material respects;
(xxi) each Mortgage Loan was originated in accordance with the underwriting
guidelines of the related originator;
(xxii) each original Mortgage has been recorded or is in the process of being
recorded in accordance with the requirements of Section 2.01 of the Pooling and Servicing Agreement in
the appropriate jurisdictions wherein such recordation is required to perfect the lien thereof for the
benefit of the Purchaser and the Trustee as its assignee;
(xxiii) the related Mortgage File contains each of the documents and instruments
listed in Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions, substitutions
and qualifications as are set forth in such Section;
(xxiv) the Mortgage Loans are currently being serviced in accordance with accepted
servicing practices;
(xxv) with respect to each Mortgage Loan that has a prepayment penalty feature, each
such prepayment penalty is enforceable and will be enforced by the Mortgage Loan Seller and each
prepayment penalty is permitted pursuant to federal, state and local law. In addition, with respect to
each Mortgage Loan (i) no Mortgage Loan will impose a prepayment penalty for a term in excess of five
years from the date such Mortgage Loan was originated and (ii) such prepayment penalty is at least equal
to the lesser of (A) the maximum amount permitted under applicable law and (B) six months interest at
the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal
balance of such Mortgage Loan; and
(xxvi) if any of the Mortgage Loans are secured by a leasehold interest, with respect to each
leasehold interest: the use of leasehold estates for residential properties is an accepted practice in
the area where the related Mortgaged Property is located; residential property in such area consisting
of leasehold estates is readily marketable; the lease is recorded and no party is in any way in breach
of any provision of such lease; the leasehold is in full force and effect and is not subject to any
prior lien or encumbrance by which the leasehold could be terminated or subject to any charge or
penalty; and the remaining term of the lease does not terminate less than ten years after the maturity
date of such Mortgage Loan.
It is understood and agreed that the representations and warranties set forth in this
Section 7 will inure to the benefit of the Purchaser, its successors and assigns, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or assignment of Mortgage or the examination
of any Mortgage File. Upon any substitution for a Mortgage Loan, the representations and warranties set
forth above shall be deemed to be made by the Mortgage Loan Seller as to any Substitute Mortgage Loan as
of the date of substitution.
Upon discovery or receipt of notice by the Mortgage Loan Seller, the Purchaser or the
Trustee of a breach of any representation or warranty of the Mortgage Loan Seller set forth in this
Section 7 which materially and adversely affects the value of the interests of the Purchaser, the
Certificateholders or the Trustee in any of the Mortgage Loans, the party discovering or receiving
notice of such breach shall give prompt written notice to the others. In the case of any such breach of
a representation or warranty set forth in this Section 7, within 90 days from the date of discovery by
the Mortgage Loan Seller, or the date the Mortgage Loan Seller is notified by the party discovering or
receiving notice of such breach (whichever occurs earlier), the Mortgage Loan Seller will (i) cure such
breach in all material respects, (ii) purchase the affected Mortgage Loan at the applicable Purchase
Price or (iii) if within two years of the Closing Date, substitute a qualifying Substitute Mortgage Loan
in exchange for such Mortgage Loan; provided that, (A) in the case of a breach of the representation and
warranty concerning the Mortgage Loan Schedule contained in clause (i) of this Section 7, if such breach
is material and relates to any field on the Mortgage Loan Schedule which identifies any Prepayment
Charge or (B) in the case of a breach of the representation contained in clause (xviii) of this Section
7, then, in each case, in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase
Price, the Sponsor shall pay the amount of the Prepayment Charge (net of any amount previously collected
by or paid to the Trust Fund in respect of such Prepayment Charge) from its own funds and without
reimbursement thereof, and the Sponsor shall have no obligation to repurchase or substitute for such
Mortgage Loan. The obligations of the Mortgage Loan Seller to cure, purchase or substitute a qualifying
Substitute Mortgage Loan shall constitute the Purchaser's, the Trustee's and the Certificateholder's
sole and exclusive remedies under this Agreement or otherwise respecting a breach of representations or
warranties hereunder with respect to the Mortgage Loans, except for the obligation of the Mortgage Loan
Seller to indemnify the Purchaser for any such breach as set forth in and limited by Section 13 hereof.
Any cause of action against the Mortgage Loan Seller or relating to or arising out of
a breach by the Mortgage Loan Seller of any representations and warranties made in this Section 7 shall
accrue as to any Mortgage Loan upon (i) discovery of such breach by the Mortgage Loan Seller or notice
thereof by the party discovering such breach and (ii) failure by the Mortgage Loan Seller to cure such
breach, purchase such Mortgage Loan or substitute a qualifying Substitute Mortgage Loan pursuant to the
terms hereof.
(h) Representations and Warranties Concerning the Mortgage Loan Seller.
As of the Closing Date, the Mortgage Loan Seller represents and warrants to the Purchaser as to
itself in the capacity indicated as follows:
(i) the Mortgage Loan Seller (i) is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing
to do business in each jurisdiction where such qualification is necessary, except where the failure so
to qualify would not reasonably be expected to have a material adverse effect on the Mortgage Loan
Seller's business as presently conducted or on the Mortgage Loan Seller's ability to enter into this
Agreement and to consummate the transactions contemplated hereby;
(ii) the Mortgage Loan Seller has full corporate power to own its property, to
carry on its business as presently conducted and to enter into and perform its obligations under this
Agreement;
(iii) the execution and delivery by the Mortgage Loan Seller of this Agreement have
been duly authorized by all necessary action on the part of the Mortgage Loan Seller; and neither the
execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof by the Mortgage Loan Seller, will conflict with or result in a
breach of, or constitute a default under, any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Mortgage Loan Seller or its properties or the
charter or by-laws of the Mortgage Loan Seller, except those conflicts, breaches or defaults which would
not reasonably be expected to have a material adverse effect on the Mortgage Loan Seller's ability to
enter into this Agreement and to consummate the transactions contemplated hereby;
(iv) the execution, delivery and performance by the Mortgage Loan Seller of this
Agreement and the consummation by the Mortgage Loan Seller of the transactions contemplated hereby do
not require the consent or approval of, the giving of notice to, the registration with, or the taking of
any other action in respect of, any state, federal or other governmental authority or agency, except
those consents, approvals, notices, registrations or other actions as have already been obtained, given
or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of
Mortgages not yet completed;
(v) this Agreement has been duly executed and delivered by the Mortgage Loan
Seller and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and
binding obligation of the Mortgage Loan Seller enforceable against it in accordance with its terms
(subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement
of the rights of creditors generally and general principles of equity);
(vi) there are no actions, suits or proceedings pending or, to the knowledge of the
Mortgage Loan Seller, threatened against the Mortgage Loan Seller, before or by any court,
administrative agency, arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the
Mortgage Loan Seller could reasonably be expected to be determined adversely to the Mortgage Loan Seller
and will, if determined adversely to the Mortgage Loan Seller, materially and adversely affect the
Mortgage Loan Seller's ability to perform its obligations under this Agreement; and the Mortgage Loan
Seller is not in default with respect to any order of any court, administrative agency, arbitrator or
governmental body so as to materially and adversely affect the transactions contemplated by this
Agreement; and
(vii) the Mortgage Loan Seller's Information (identified in Exhibit 3 hereof) does
not include any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which they were made, not misleading.
(i) Representations and Warranties Concerning the Purchaser. As of the
Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows:
(i) the Purchaser (i) is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and (ii) is qualified and in good standing to do
business in each jurisdiction where such qualification is necessary, except where the failure so to
qualify would not reasonably be expected to have a material adverse effect on the Purchaser's business
as presently conducted or on the Purchaser's ability to enter into this Agreement and to consummate the
transactions contemplated hereby;
(ii) the Purchaser has full corporate power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations under this Agreement;
(iii) the execution and delivery by the Purchaser of this Agreement have been duly
authorized by all necessary action on the part of the Purchaser; and neither the execution and delivery
of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the
provisions hereof by the Purchaser, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order
binding on the Purchaser or its properties or the articles of incorporation or bylaws of the Purchaser,
except those conflicts, breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Purchaser's ability to enter into this Agreement and to consummate the
transactions contemplated hereby;
(iv) the execution, delivery and performance by the Purchaser of this Agreement and
the consummation by the Purchaser of the transactions contemplated hereby do not require the consent or
approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any state, federal or other governmental authority or agency, except those consents,
approvals, notices, registrations or other actions as have already been obtained, given or made;
(v) this Agreement has been duly executed and delivered by the Purchaser and,
assuming due authorization, execution and delivery by the Mortgage Loan Seller, constitutes a valid and
binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights
of creditors generally and general principles of equity);
(vi) there are no actions, suits or proceedings pending or, to the knowledge of the
Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator
or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii)
with respect to any other matter which in the judgment of the Purchaser will be determined adversely to
the Purchaser and will if determined adversely to the Purchaser materially and adversely affect the
Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not in default
with respect to any order of any court, administrative agency, arbitrator or governmental body so as to
materially and adversely affect the transactions contemplated by this Agreement; and
(vii) the Purchaser's Information (identified in Exhibit 4 hereof) does not include
any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading.
(j) Conditions to Closing.
(A) The obligations of the Purchaser under this Agreement will be subject to the satisfaction,
on or prior to the Closing Date, of the following conditions:
(i) Each of the obligations of the Mortgage Loan Seller required to
be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with in all material respects; all of the representations and
warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the
date or dates specified in all material respects; and no event shall have occurred which, with
notice or the passage of time, would constitute a default under this Agreement; and the
Purchaser shall have received certificates to that effect signed by authorized officers of the
Mortgage Loan Seller.
(ii) The Purchaser shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly
executed by all signatories other than the Purchaser as required pursuant to the respective
terms thereof:
(a) the Mortgage Loan Schedule;
(b) the Pooling and Servicing Agreement, in form and substance
reasonably satisfactory to the Trustee and the Purchaser, and all documents required
thereby duly executed by all signatories;
(c) a certificate of an officer of the Mortgage Loan Seller
dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and
attached thereto copies of the charter and by-laws of the Mortgage Loan Seller and
evidence as to the good standing of the Mortgage Loan Seller dated as of a recent date;
(d) one or more opinions of counsel from the Mortgage Loan
Seller's counsel otherwise in form and substance reasonably satisfactory to the
Purchaser, the Trustee and each Rating Agency;
(e) a letter from each of the Rating Agencies giving each Class
of Certificates set forth on Schedule A hereto the rating set forth therein; and
(f) such other documents, certificates (including additional
representations and warranties) and opinions as may be reasonably necessary to secure
the intended ratings from each Rating Agency for the Certificates.
(iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the
Underwriting Agreement and the Purchase Agreement, if applicable, shall have been issued and
sold to Bear Xxxxxxx.
(iv) The Mortgage Loan Seller shall have furnished to the Purchaser
such other certificates of its officers or others and such other documents and opinions of
counsel to evidence fulfillment of the conditions set forth in this Agreement and the
transactions contemplated hereby as the Purchaser and its counsel may reasonably request.
(B) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the
satisfaction, on or prior to the Closing Date, of the following conditions:
(i) The obligations of the Purchaser required to be performed by it
on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly
performed and complied with in all material respects, and all of the representations and
warranties of the Purchaser under this Agreement shall be true and correct in all material
respects as of the Closing Date, and no event shall have occurred which would constitute a
breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a
certificate to that effect signed by an authorized officer of the Purchaser.
(ii) The Mortgage Loan Seller shall have received copies of all of
the following closing documents, in such forms as are agreed upon and reasonably acceptable to
the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller
as required pursuant to the respective terms thereof:
(a) A certificate of an officer of the Purchaser dated as of the
Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and
attached thereto the written consent of the shareholder of the Purchaser authorizing
the transactions contemplated by this Agreement and the Pooling and Servicing
Agreement, together with copies of the Purchaser's articles of incorporation, bylaws
and evidence as to the good standing of the Purchaser dated as of a recent date;
(b) One or more opinions of counsel from the Purchaser's counsel
in form and substance reasonably satisfactory to the Mortgage Loan Seller; and
(c) Such other documents, certificates (including additional
representations and warranties) and opinions as may be reasonably necessary to secure
the intended rating from each Rating Agency for the Certificates.
(k) Fees and Expenses. Subject to Section 16 hereof, the Mortgage
Loan Seller shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i)
the fees and expenses of the Mortgage Loan Seller's attorneys and the reasonable fees and expenses of
the Purchaser's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the
use of Purchaser's Registration Statement based on the aggregate original principal amount of the
Certificates and the filing fee of the Commission as in effect on the date on which the Registration
Statement was declared effective, (iv) the fees and expenses including counsel's fees and expenses in
connection with any "blue sky" and legal investment matters, (v) the fees and expenses of the Trustee
which shall include without limitation the fees and expenses of the Trustee (and the fees and
disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the
Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing
and (C) review of the Mortgage Loans to be performed by the Trustee, (vi) the expenses for printing or
otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and
expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the
preparation and recordation of mortgage assignments (including intervening assignments, if any and if
available, to evidence a complete chain of title from the originator thereof to the Trustee) from the
Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in
Section 6(i) hereof, as the case may be, and (ix) Mortgage File due diligence expenses and other
out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans
and by Bear Xxxxxxx in connection with the sale of the Certificates.
(l) Accountants' Letters.
(i) Deloitte & Touche LLP will review the characteristics of a sample of the
Mortgage Loans described in the Final Mortgage Loan Schedule and will compare those characteristics to
the description of the Mortgage Loans contained in the Prospectus Supplement under the captions "Summary
of Prospectus Supplement - The Mortgage Loans", "- The Mortgage Pool Characteristics" and "Description
of the Mortgage Loans" and in Schedule A thereto. The Mortgage Loan Seller will cooperate with the
Purchaser in making available all information and taking all steps reasonably necessary to permit such
accountants to complete the review and to deliver the letters required of them under the Underwriting
Agreement. Deloitte & Touche LLP will also confirm certain calculations as set forth under the caption
"Yield and Prepayment Considerations" in the Prospectus Supplement.
(ii) To the extent statistical information with respect to the Servicer's servicing
portfolio is included in the Prospectus Supplement under the caption "The Servicer," a letter from the
certified public accountant for the Servicer will be delivered to the Purchaser dated the date of the
Prospectus Supplement, in the form previously agreed to by the Mortgage Loan Seller and the Purchaser,
with respect to such statistical information.
(m) Indemnification.
(i) The Mortgage Loan Seller shall indemnify and hold harmless the Purchaser and
its directors, officers and controlling persons (as defined in Section 15 of the Securities Act) from
and against any loss, claim, damage or liability or action in respect thereof, to which they or any of
them may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon (a) any untrue statement of a material fact
contained in the Mortgage Loan Seller's Information as identified in Exhibit 3, the omission to state in
the Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by the
Mortgage Loan Seller and in which additional Mortgage Loan Seller's Information is identified), in
reliance upon and in conformity with Mortgage Loan Seller's Information a material fact required to be
stated therein or necessary to make the statements therein in light of the circumstances in which they
were made, not misleading, (b) any representation or warranty assigned or made by the Mortgage Loan
Seller in Section 7 or Section 8 hereof being, or alleged to be, untrue or incorrect, or (c) any failure
by the Mortgage Loan Seller to perform its obligations under this Agreement; and the Mortgage Loan
Seller shall reimburse the Purchaser and each other indemnified party for any legal and other expenses
reasonably incurred by them in connection with investigating or defending or preparing to defend against
any such loss, claim, damage, liability or action.
The foregoing indemnity agreement is in addition to any liability which the Mortgage Loan
Seller otherwise may have to the Purchaser or any other such indemnified party.
(ii) The Purchaser shall indemnify and hold harmless the Mortgage Loan Seller and
its respective directors, officers and controlling persons (as defined in Section 15 of the Securities
Act) from and against any loss, claim, damage or liability or action in respect thereof, to which they
or any of them may become subject, under the Securities Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon (a) any untrue statement of a material fact
contained in the Purchaser's Information as identified in Exhibit 4, the omission to state in the
Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by the
Purchaser and in which additional Purchaser's Information is identified), in reliance upon and in
conformity with the Purchaser's Information, a material fact required to be stated therein or necessary
to make the statements therein in light of the circumstances in which they were made, not misleading,
(b) any representation or warranty made by the Purchaser in Section 9 hereof being, or alleged to be,
untrue or incorrect, or (c) any failure by the Purchaser to perform its obligations under this
Agreement; and the Purchaser shall reimburse the Mortgage Loan Seller, and each other indemnified party
for any legal and other expenses reasonably incurred by them in connection with investigating or
defending or preparing to defend any such loss, claim, damage, liability or action. The foregoing
indemnity agreement is in addition to any liability which the Purchaser otherwise may have to the
Mortgage Loan Seller, or any other such indemnified party,
(iii) Promptly after receipt by an indemnified party under subsection (i) or (ii)
above of notice of the commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such subsection, notify each party against
whom indemnification is to be sought in writing of the commencement thereof (but the failure so to
notify an indemnifying party shall not relieve such indemnified party from any liability which it may
have under this Section 13 except to the extent that it has been prejudiced in any material respect by
such failure or from any liability which it may have otherwise). In case any such action is brought
against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent it may elect by written
notice delivered to the indemnified party promptly (but, in any event, within 30 days) after receiving
the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties
shall have the right to employ its or their own counsel in any such case, but the fees and expenses of
such counsel shall be at the expense of such indemnified party or parties unless (a) the employment of
such counsel shall have been authorized in writing by one of the indemnifying parties in connection with
the defense of such action, (b) the indemnifying parties shall not have employed counsel to have charge
of the defense of such action within a reasonable time after notice of commencement of the action, or
(c) such indemnified party or parties shall have reasonably concluded that there is a conflict of
interest between itself or themselves and the indemnifying party in the conduct of the defense of any
claim or that the interests of the indemnified party or parties are not substantially co-extensive with
those of the indemnifying party (in which case the indemnifying parties shall not have the right to
direct the defense of such action on behalf of the indemnified party or parties), in any of which events
such fees and expenses shall be borne by the indemnifying parties; (provided, however, that the
indemnifying party shall be liable only for the fees and expenses of one counsel in addition to one
local counsel in the jurisdiction involved. Anything in this subsection to the contrary notwithstanding,
an indemnifying party shall not be liable for any settlement or any claim or action effected without its
written consent; provided, however, that such consent was not unreasonably withheld.
(iv) If the indemnification provided for in paragraphs (i) and (ii) of this Section
13 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or
liability, or any action in respect thereof, referred to in Section 13, then the indemnifying party
shall in lieu of indemnifying the indemnified party contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in
such proportion as shall be appropriate to reflect the relative benefits received by the Mortgage Loan
Seller on the one hand and the Purchaser on the other from the purchase and sale of the Mortgage Loans,
the offering of the Certificates and the other transactions contemplated hereunder. No person found
liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not
also found liable for such fraudulent misrepresentation.
(v) The parties hereto agree that reliance by an indemnified party on any publicly
available information or any information or directions furnished by an indemnifying party shall not
constitute negligence, bad faith or willful misconduct by such indemnified party.
(n) Notices. All demands, notices and communications hereunder
shall be in writing but may be delivered by facsimile transmission subsequently confirmed in writing.
Notices to the Mortgage Loan Seller shall be directed to EMC Mortgage Corporation, 0000 Xxxx Xxxxx
Xxxxx, Xxxxxxxxxx, Xxxxx 00000 (Telecopy: (000) 000-0000), Attention: Conduit Seller Approval; and
notices to the Purchaser shall be directed to Structured Asset Mortgage Investments II Inc., 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Telecopy: (000) 000-0000), Attention: Xxxxx Xxxxxxxxxxx; or to any
other address as may hereafter be furnished by one party to the other party by like notice. Any such
demand, notice or communication hereunder shall be deemed to have been received on the date received at
the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date
noted on the return receipt) provided that it is received on a Business Day during normal business hours
and, if received after normal business hours, then it shall be deemed to be received on the next
Business Day.
(o) Transfer of Mortgage Loans. As set forth in Section 4(iii), the
Purchaser intends to assign the Mortgage Loans and certain of its rights and obligations under this
Agreement to the Trustee pursuant to the Pooling and Servicing Agreement, and the Mortgage Loan Seller
hereby consents to any such assignment. Upon any such assignment, the Trustee shall have the right to
enforce directly against the Mortgage Loan Seller the rights of the Purchaser hereunder that have been
assigned to the Trustee. Notwithstanding any such assignment, with respect to the Mortgage Loan Seller,
the Purchaser shall remain entitled to the benefits set forth in Sections 11, 13 and 17.
(p) Termination. This Agreement may be terminated (a) by the
Purchaser, if the conditions to the Purchaser's obligation to close set forth under Section 10(1) hereof
are not fulfilled as and when required to be fulfilled or (b) by the Mortgage Loan Seller, if the
conditions to the Mortgage Loan Seller's obligation to close set forth under Section 10(2) hereof are
not fulfilled as and when required to be fulfilled. In the event of termination pursuant to clause (a),
the Mortgage Loan Seller shall pay, and in the event of termination pursuant to clause (b), the
Purchaser shall pay, all reasonable out-of-pocket expenses incurred by the other in connection with the
transactions contemplated by this Agreement.
(q) Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement, or contained in certificates
of officers of the Mortgage Loan Seller submitted pursuant hereto, shall remain operative and in full
force and effect and shall survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser
to the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser, the Mortgage Loan
Seller's representations and warranties contained herein with respect to the Mortgage Loans shall be
deemed to relate to the Mortgage Loans actually delivered to the Purchaser and included in the Final
Mortgage Loan Schedule and any Substitute Mortgage Loan and not to those Mortgage Loans deleted from the
Preliminary Mortgage Loan Schedule pursuant to Section 3 hereof prior to the closing of the transactions
contemplated hereby or any Deleted Mortgage Loan.
(r) Severability. If any provision of this Agreement shall be
prohibited or invalid under applicable law, this Agreement shall be ineffective only to such extent,
without invalidating the remainder of this Agreement.
(s) Counterparts. This Agreement may be executed in counterparts,
each of which will be an original, but which together shall constitute one and the same agreement.
(t) Amendment. This Agreement cannot be amended or modified in any
manner without the prior written consent of each party.
(u) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE AND
PERFORMED IN THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES (OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND SHALL BE INTERPRETED IN
ACCORDANCE WITH THE LAWS OF SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SUCH STATE.
(v) Further Assurances. Each of the parties agrees to execute and
deliver such instruments and take such actions as another party may, from time to time, reasonably
request in order to effectuate the purpose and to carry out the terms of this Agreement including any
amendments hereto which may be required by either Rating Agency.
(w) Successors and Assigns. This Agreement shall bind and inure to the
benefit of and be enforceable by the Mortgage Loan Seller and the Purchaser and their permitted
successors and assigns and, to the extent specified in Section 13 hereof, Bear Xxxxxxx, and their
directors, officers and controlling persons (within the meaning of federal securities laws). The
Mortgage Loan Seller acknowledges and agrees that the Purchaser may assign its rights under this
Agreement (including, without limitation, with respect to the Mortgage Loan Seller's representations and
warranties respecting the Mortgage Loans) to the Trustee. Any person into which the Mortgage Loan
Seller may be merged or consolidated (or any person resulting from any merger or consolidation involving
the Mortgage Loan Seller), any person resulting from a change in form of the Mortgage Loan Seller or any
person succeeding to the business of the Mortgage Loan Seller, shall be considered the "successor" of
the Mortgage Loan Seller hereunder and shall be considered a party hereto without the execution or
filing of any paper or any further act or consent on the part of any party hereto. Except as provided in
the two preceding sentences and in Section 15 hereto, this Agreement cannot be assigned, pledged or
hypothecated by either party hereto without the written consent of the other parties to this Agreement
and any such assignment or purported assignment shall be deemed null and void.
(x) The Mortgage Loan Seller and the Purchaser. The Mortgage Loan Seller
and the Purchaser will keep in full effect all rights as are necessary to perform their
respective obligations under this Agreement.
(y) Entire Agreement. This Agreement contains the entire agreement
and understanding between the parties with respect to the subject matter hereof, and supersedes all
prior and contemporaneous agreements, understandings, inducements and conditions, express or implied,
oral or written, of any nature whatsoever with respect to the subject matter hereof.
(z) No Partnership. Nothing herein contained shall be deemed or construed
to create a partnership or joint venture between the parties hereto.
[Signatures Follow]
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their
respective duly authorized officers as of the date first above written.
EMC MORTGAGE CORPORATION
By: ________________________________________
Name:
Title:
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
By: ________________________________________
Name:
Title:
EXHIBIT 1
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following
items, which shall be available for inspection by the Purchaser or its designee, and which shall be
delivered to the Purchaser or its designee pursuant to the terms of the Agreement:
(1) The original Mortgage Note, endorsed without recourse to the order of the Trustee and
showing an unbroken chain of endorsements from the original payee thereof to the Person
endorsing it to the Trustee, or a lost note affidavit;
(2) The original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence
of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have been
recorded (or if the original is not available, a copy), with evidence of such recording
indicated thereon (or if the original Mortgage, assignments to the Trustee or intervening
assignments thereof which have been delivered, are being delivered or will, upon receipt of
recording information relating to the Mortgage required to be included thereon, be delivered to
recording offices for recording and have not been returned to the Mortgage Loan Seller in time
to permit their recording as specified in Section 2.01(b) of the Pooling and Servicing
Agreement, shall be in recordable form);
(3) 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 the
original Mortgage, assignments to the Trustee or intervening assignments thereof which have
been delivered, are being delivered or will, upon receipt of recording information relating to
the Mortgage required to be included thereon, be delivered to recording offices for recording
and have not been returned to the Mortgage Loan Seller in time to permit their delivery as
specified in Section 2.01(b) of the Pooling and Servicing Agreement, the Mortgage Loan Seller
may deliver a true copy thereof with a certification by the Mortgage Loan Seller, 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");
(4) All intervening assignments of the Mortgage, if applicable and only to the extent available
to the Mortgage Loan Seller with evidence of recording thereon;
(5) The original or a copy of the policy or certificate of primary mortgage guaranty insurance,
to the extent available, if any;
(6) The original policy of title insurance or mortgagee's certificate of title insurance or
commitment or binder for title insurance; and
(7) The originals of all modification agreements, if applicable and available.
EXHIBIT 2
MORTGAGE LOAN SCHEDULE INFORMATION
The Preliminary and Final Mortgage Loan Schedules shall set forth the following information
with respect to each Mortgage Loan:
a) the city, state and zip code of the Mortgaged Property;
b) the property type;
c) the Mortgage Interest Rate;
d) the Servicing Fee Rate;
e) the LPMI Fee, if applicable;
f) the Trustee Fee Rate, if applicable;
g) the Net Rate;
h) the maturity date;
i) the stated original term to maturity;
j) the stated remaining term to maturity;
k) the original Principal Balance;
l) the first payment date;
m) the principal and interest payment in effect as of the Cut-off Date;
n) the unpaid Principal Balance as of the Cut-off Date;
o) the Loan-to-Value Ratio at origination;
p) the insurer of any Primary Mortgage Insurance Policy;
q) the MIN with respect to each MOM Loan;
r) the Gross Margin, if applicable;
s) the next Adjustment Date, if applicable;
t) the Maximum Lifetime Mortgage Rate, if applicable;
u) the Minimum Lifetime Mortgage Rate, if applicable;
v) the Periodic Rate Cap, if applicable;
w) the Loan Group, if applicable;
x) a code indicating whether the Mortgage Loan is negatively amortizing;
y) which Mortgage Loans adjust after an initial fixed-rate period of one, two,
three, five, seven or ten years or any other period;
z) the Prepayment Charge, if any;
aa) lien position (e.g., first lien or second lien);
bb) a code indicating whether the Mortgage Loan is has a balloon payment;
cc) a code indicating whether the Mortgage Loan is an interest-only loan;
dd) the interest-only term, if applicable;
ee) the Mortgage Loan Seller; and
ff) the original amortization term.
Such schedule also shall set forth for all of the Mortgage Loans, the total number of Mortgage Loans,
the total of each of the amounts described under (m) and (i) above, the weighted average by principal
balance as of the Cut-off Date of each of the rates described under (c) through (h) above, and the
weighted average remaining term to maturity by unpaid principal balance as of the Cut-off Date.
EXHIBIT 3
MORTGAGE LOAN SELLER'S INFORMATION
All information in the Prospectus Supplement described under the following Sections: "SUMMARY
OF PROSPECTUS SUPPLEMENT — The Mortgage Loans," and "— Mortgage Pool Characteristics", "DESCRIPTION OF
THE MORTGAGE LOANS" and "SCHEDULE A — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS."
EXHIBIT 4
PURCHASER'S INFORMATION
All information in the Prospectus Supplement and the Prospectus, except the Mortgage Loan
Seller's Information.
EXHIBIT 5
SCHEDULE OF LOST NOTES
(Available Upon Request)
EXHIBIT 6
STANDARD & POOR'S LEVELS® GLOSSARY, VERSION 5.7 REVISED, APPENDIX E
APPENDIX E - Standard & Poor's Anti-Predatory Lending Categorization
Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions
listed below into three categories based upon a combination of factors that include (a) the risk
exposure associated with the assignee liability and (b) the tests and thresholds set forth in those
laws. Note that certain loans classified by the relevant statute as Covered are included in Standard &
Poor's High Cost Loan Category because they included thresholds and tests that are typical of what is
generally considered High Cost by the industry.
Standard & Poor's High Cost Loan Categorization
___________________________________________________________________________________________________________________________________________________________
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory
Lending Law
___________________________________________________________________________________________________________________________________________________________
Arkansas Arkansas Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et High Cost Home Loan
seq.
Effective July 16, 2003
___________________________________________________________________________________________________________________________________________________________
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Covered Loan
Effective June 2, 2003
___________________________________________________________________________________________________________________________________________________________
Colorado Consumer Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq. Covered Loan
Effective for covered loans offered or entered into on or after
January 1, 2003. Other provisions of the Act took effect on June
7, 2002
___________________________________________________________________________________________________________________________________________________________
Connecticut Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. High Cost Home Loan
Stat. §§ 36a-746 et seq.
Effective October 1, 2001
___________________________________________________________________________________________________________________________________________________________
District of Columbia Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Covered Loan
Effective for loans closed on or after January 28, 2003
___________________________________________________________________________________________________________________________________________________________
Florida Fair Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq. High Cost Home Loan
Effective October 2, 2002
___________________________________________________________________________________________________________________________________________________________
Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. High Cost Home Loan
___________________________________________________________________________________________________________________________________________________________
Georgia as amended (Mar. 7, 2003 - Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. High Cost Home Loan
current)
Effective for loans closed on or after March 7, 2003
___________________________________________________________________________________________________________________________________________________________
HOEPA Section 32 Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § High Cost Loan
1639, 12 C.F.R. §§ 226.32 and 226.34
Effective October 1, 1995, amendments October 1, 2002
___________________________________________________________________________________________________________________________________________________________
Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et High Risk Home Loan
seq.
Effective January 1, 2004 (prior to this date, regulations under
Residential Mortgage License Act effective from May 14, 2001)
___________________________________________________________________________________________________________________________________________________________
Indiana Indiana Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et High Cost Home Loan
seq.
Effective for loans originated on or after January 1, 2005.
___________________________________________________________________________________________________________________________________________________________
Kansas Consumer Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq. High Loan to Value Consumer Loan (id. §
16a-3-207) and;
Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; High APR Consumer Loan (id. §
Section 16a-3-308a became effective July 1, 1999 16a-3-308a)
___________________________________________________________________________________________________________________________________________________________
Kentucky 2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Stat. §§ High Cost Home Loan
360.100 et seq.
Effective June 24, 2003
___________________________________________________________________________________________________________________________________________________________
Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. High Rate High Fee Mortgage
Effective September 29, 1995 and as amended from time to time
___________________________________________________________________________________________________________________________________________________________
Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. High Cost Home Loan
§§ 40.01 et seq.
Effective March 22, 2001 and amended from time to time
___________________________________________________________________________________________________________________________________________________________
Massachusetts Predatory Home Loan Practices Act High Cost Home Mortgage Loan
Mass. Gen. Laws ch. 183C, §§ 1 et seq.
Effective November 7, 2004
___________________________________________________________________________________________________________________________________________________________
Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Home Loan
Effective October 1, 2003
___________________________________________________________________________________________________________________________________________________________
New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. High Cost Home Loan
§§ 46:10B-22 et seq.
Effective for loans closed on or after November 27, 2003
___________________________________________________________________________________________________________________________________________________________
New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. High Cost Home Loan
Effective as of January 1, 2004; Revised as of February 26, 2004
___________________________________________________________________________________________________________________________________________________________
New York N.Y. Banking Law Article 6-l High Cost Home Loan
Effective for applications made on or after April 1, 2003
___________________________________________________________________________________________________________________________________________________________
North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. High Cost Home Loan
Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003 (adding open-end
lines of credit)
___________________________________________________________________________________________________________________________________________________________
Ohio H.B. 386 (codified in various sections of the Ohio Code), Ohio Covered Loan
Rev. Code Xxx. §§ 1349.25 et seq.
Effective May 24, 2002
___________________________________________________________________________________________________________________________________________________________
Oklahoma Consumer Credit Code (codified in various sections of Title 14A) Subsection 10 Mortgage
Effective July 1, 2000; amended effective January 1, 2004
___________________________________________________________________________________________________________________________________________________________
South Carolina South Carolina High Cost and Consumer Home Loans Act, S.C. Code High Cost Home Loan
Xxx. §§ 37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
___________________________________________________________________________________________________________________________________________________________
West Virginia West Virginia Residential Mortgage Lender, Broker and Servicer West Virginia Mortgage Loan Act Loan
Act, W. Va. Code Xxx. §§ 31-17-1 et seq.
Effective June 5, 2002
___________________________________________________________________________________________________________________________________________________________
Standard & Poor's Covered Loan Categorization
___________________________________________________________________________________________________________________________________________________________
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory
Lending Law
___________________________________________________________________________________________________________________________________________________________
Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Covered Loan
Effective October 1, 2002 - March 6, 2003
___________________________________________________________________________________________________________________________________________________________
New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. Covered Home Loan
§§ 46:10B-22 et seq.
Effective November 27, 2003 - July 5, 2004
___________________________________________________________________________________________________________________________________________________________
Standard & Poor's Home Loan Categorization
___________________________________________________________________________________________________________________________________________________________
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Date Category under Applicable Anti-Predatory
Lending Law
___________________________________________________________________________________________________________________________________________________________
Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Home Loan
Effective October 1, 2002 - March 6, 2003
___________________________________________________________________________________________________________________________________________________________
New Jersey New Jersey Home Ownership Security Home Loan
Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective for loans closed on or after November 27, 2003
___________________________________________________________________________________________________________________________________________________________
New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Home Loan
Effective as of January 1, 2004; Revised as of February 26, 2004
___________________________________________________________________________________________________________________________________________________________
North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Consumer Home Loan
Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003 (adding open-end
lines of credit)
___________________________________________________________________________________________________________________________________________________________
South Carolina South Carolina High Cost and Consumer Home Loans Act, S.C. Code Consumer Home Loan
Xxx. §§ 37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
___________________________________________________________________________________________________________________________________________________________
SCHEDULE A
REQUIRED RATINGS FOR EACH CLASS OF OFFERED CERTIFICATES
Offered Certificates S&P Xxxxx'x
Class I-A-1 AAA Aaa
Class I-A-2 AAA Aaa
Grantor Trust Class I-A-3 AAA Aaa
Class I-X-1 AAA Aaa
Class I-X-2 AAA Aaa
Class II-A-1 AAA Aaa
Class II-A-2A AAA Aaa
Grantor Trust Class II-A-2B AAA Aaa
Class II-A-3 AAA Aaa
Class I-B-1 AA+ Aaa
Class I-B-2 AA Aa1
Class I-B-3 AA- Aa1
Class I-B-4 A+ Aa2
Class I-B-5 A Aa3
Class I-B-6 A- A1
Class I-B-7 BBB+ A2
Class I-B-8 BBB Baa1
Class I-B-9 BBB- Baa2
Class II-B-1 AA Aa1
Class II-B-2 A Aa3
Class II-B-3 BBB+ A2
Class II-B-4 BBB A3
None of the above ratings has been lowered, qualified or withdrawn since the dates of issuance of such
ratings by the Rating Agencies.
SCHEDULE B
MORTGAGE LOAN SCHEDULE
(A copy has been provided to the Purchaser and the Trustee)
EXHIBIT I
FORM OF TRUSTEE LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Xxxxx Fargo Bank, National Association, a banking corporation,
having a place of business at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, as Trustee (and in
no personal or other representative capacity) under the Pooling and Servicing Agreement, dated
as of April 1, 2007, by and among Structured Asset Mortgage Investments II Inc., the Trustee
and EMC Mortgage Corporation (as amended, restated, supplemented or otherwise modified from
time to time, the "Agreement"; capitalized terms not defined herein have the definitions
assigned to such terms in the Agreement), relating to the Bear Xxxxxxx Mortgage Funding Trust
2007-AR4, Mortgage Pass-Through Certificates, Series 2007-AR4, hereby appoints _______________,
in its capacity as Servicer under the Agreement, as the Trustee's true and lawful Special
Attorney-in-Fact, in the Trustee's name, place and stead and for the Trustee's benefit, but
only in its capacity as Trustee aforesaid, to perform all acts and execute all documents as may
be customary, necessary and appropriate to effectuate the following enumerated transactions in
respect of any mortgage, deed of trust, promissory note or real estate owned from time to time
owned (beneficially or in title, whether the Trustee is named therein as mortgagee or
beneficiary or has become mortgagee or beneficiary by virtue of endorsement, assignment or
other conveyance) or held by or registered to the Trustee (directly or through custodians or
nominees), or in respect of which the Trustee has a security interest or other lien, all as
provided under the applicable Agreement and only to the extent the respective Trustee has an
interest therein under the Agreement, and in respect of which the Servicer is acting as
servicer pursuant to the Agreement (the "Mortgage Documents").
This appointment shall apply to the following enumerated transactions under the Agreement only:
1. The modification or re-recording of any Mortgage Document for the purpose of correcting it to
conform to the original intent of the parties thereto or to correct title errors discovered after title
insurance was issued and where such modification or re-recording does not adversely affect the lien
under the Mortgage Document as insured.
2. The subordination of the lien under a Mortgage Document to an easement in favor of a public
utility company or a state or federal agency or unit with powers of eminent domain including, without
limitation, the execution of partial satisfactions/releases, partial reconveyances and the execution of
requests to trustees to accomplish same.
3. The conveyance of the properties subject to a Mortgage Document to the applicable mortgage
insurer, or the closing of the title to the property to be acquired as real estate so owned, or
conveyance of title to real estate so owned.
4. The completion of loan assumption and modification agreements in respect of Mortgage Documents.
5. The full or partial satisfaction/release of a Mortgage Document or full conveyance upon payment
and discharge of all sums secured thereby, including, without limitation, cancellation of the related
note.
6. The assignment of any Mortgage Document, in connection with the repurchase of the mortgage loan
secured and evidenced thereby.
7. The full assignment of a Mortgage Document upon payment and discharge of all sums secured
thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of
the related note.
8. With respect to a Mortgage Document, the foreclosure, the taking of a deed in lieu of
foreclosure, or the completion of judicial or non-judicial foreclosure or termination, cancellation or
rescission of any such foreclosure, including, without limitation, any and all of the following acts:
the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed
of trust;
b. the preparation and issuance of statements of breach or non-performance;
c. the preparation and filing of notices of default and/or notices of sale;
d. the cancellation/rescission of notices of default and/or notices of sale;
e. the taking of a deed in lieu of foreclosure; and
f. the preparation and execution of such other documents and performance of such other
actions as may be necessary under the terms of the Mortgage Document or state law to
expeditiously complete said transactions in paragraphs 8(a) through 8(e), above.
9. Demand, xxx for, recover, collection and receive each and every sum of money, debt, account and
interest (which now is, or hereafter shall become due and payable) belonging to or claimed by the
Trustee under the Mortgage Documents, and to use or take any lawful means for recovery thereof by legal
process or otherwise.
10. Endorse on behalf of the Trustee all checks, drafts and/or negotiable instruments made payable
to the Trustee in respect of the Mortgage Documents.
The Trustee gives the Special Attorney-in-Fact full power and authority to execute such instruments and
to do and perform all and every act and thing necessary and proper to carry into effect the power or
powers granted by this Limited Power of Attorney, subject to the terms and conditions set forth in the
Agreement including the standard of care applicable to the servicer in the Agreement, and hereby does
ratify and confirm what such Special Attorney-in-Fact shall lawfully do or cause to be done by authority
hereof.
IN WITNESS WHEREOF, the Trustee has caused its corporate name and seal to be hereto signed and
affixed and these presents to be acknowledged by its duly elected and authorized officer this ___ day of
_________ , 20__.
Xxxxx Fargo Bank, National Association,
as Trustee
By: _______________________________________
Name:
Title:
WITNESS: WITNESS:
_______________________________ _______________________________
Name: Name:
Title: Title:
XXXXX XX XXX XXXX
XX
XXXXXX XX XXX XXXX
Xx ______________, 20___, before me, the undersigned, a Notary Public in and for said state,
personally appeared __________________, personally known to me to be the person whose name is subscribed
to the within instrument, and such person acknowledged to me that such person executed the within
instrument in such person's authorized capacity as a Senior Vice President of Xxxxx Fargo Bank, National
Association, and that by such signature on the within instrument the entity upon behalf of which such
person acted executed the instrument.
WITNESS my hand and official seal.
______________________________
Notary Public
EXHIBIT J
FORM OF SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT
between
EMC MORTGAGE CORPORATION
as Mortgage Loan Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
as Purchaser
Dated as of
[_], 2007
Bear Xxxxxxx Mortgage Funding Trust 2007-AR4,
Mortgage Pass-Through Certificates, Series 2007-AR4
Section 1. Definitions.........................................................................................1
Section 2. Purchase and Sale of the Mortgage Loans and Related Rights..........................................3
Section 3. Mortgage Loan Schedules.............................................................................3
Section 4. Mortgage Loan Transfer..............................................................................4
Section 5. Examination of Mortgage Files.......................................................................5
Section 6. Recordation of Assignments of Mortgage..............................................................7
Section 7. Representations and Warranties of Mortgage Loan Seller Concerning the Mortgage
Loans...............................................................................................8
Section 8. Representations and Warranties Concerning the Mortgage Loan Seller.................................14
Section 9. Representations and Warranties Concerning the Purchaser............................................15
Section 10. Conditions to Closing..............................................................................16
Section 11. Fees and Expenses..................................................................................18
Section 12. Accountants' Letters...............................................................................18
Section 13. Indemnification....................................................................................19
Section 14. Notices............................................................................................21
Section 15. Transfer of Mortgage Loans.........................................................................21
Section 16. Termination........................................................................................21
Section 17. Representations, Warranties and Agreements to Survive Delivery.....................................21
Section 18. Severability.......................................................................................22
Section 19. Counterparts.......................................................................................22
Section 20. Amendment..........................................................................................22
Section 21. GOVERNING LAW......................................................................................22
Section 22. Further Assurances.................................................................................22
Section 23. Successors and Assigns.............................................................................22
Section 24. The Mortgage Loan Seller and the Purchaser.........................................................23
Section 25. Entire Agreement...................................................................................23
Section 26. No Partnership.....................................................................................23
Exhibit 1 Contents of Mortgage File Exh. 1-1
Exhibit 2 Mortgage Loan Schedule Information Exh. 2-1
Exhibit 3 Mortgage Loan Seller's Information Exh. 3-1
Exhibit 4 Purchaser's Information Exh. 4-1
Exhibit 5 Schedule of Lost Notes Exh. 5-1
Exhibit 6 Standard & Poor's LEVELS® Glossary, Version 5.7
Revised, Appendix E Exh. 6-1
Schedule A Required Ratings for Each Class of Offered Certificates Sch. A-1
Schedule B Mortgage Loan Schedule Sch. B-1
SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT, dated as of [_], 2007, as amended and
supplemented by any and all amendments hereto (collectively, the "Agreement"), by and between EMC
MORTGAGE CORPORATION, a Delaware corporation (the "Mortgage Loan Seller"), and STRUCTURED ASSET MORTGAGE
INVESTMENT II INC., a Delaware corporation (the "Purchaser").
Upon the terms and subject to the conditions of this Agreement, the Mortgage Loan
Seller will sell, and the Purchaser will purchase, certain conventional, adjustable rate, first lien
mortgage loans secured primarily by one- to four-family residential properties (collectively, the
"Subsequent Mortgage Loans") as described herein. The Purchaser intends to deposit the Mortgage Loans
into a trust fund (the "Trust Fund") and create Bear Xxxxxxx Mortgage Funding Trust 2007-AR4, Mortgage
Pass-Through Certificates, Series 2007-AR4 (the "Certificates"), under a pooling and servicing
agreement, to be dated as of April 1, 2007 (the "Pooling and Servicing Agreement"), among the Purchaser,
as depositor, Xxxxx Fargo Bank, National Association, as trustee (the "Trustee") and EMC Mortgage
Corporation, as servicer (in such capacity, the "Servicer") and sponsor.
The Purchaser has filed with the Securities and Exchange Commission (the "Commission")
a registration statement on Form S-3 (Number 333-140247) relating to its Mortgage Pass-Through
Certificates and the offering of certain series thereof (including certain classes of the Certificates)
from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder (the "Securities Act"). Such
registration statement, when it became effective under the Securities Act, and the prospectus relating
to the public offering of certain classes of the Certificates by the Purchaser (the "Public Offering"),
as from time to time each is amended or supplemented pursuant to the Securities Act or otherwise, are
referred to herein as the "Registration Statement" and the "Prospectus," respectively. The "Prospectus
Supplement" shall mean that supplement, dated April 27, 2007 to the Prospectus, dated March 20, 2007,
relating to certain classes of the Certificates. With respect to the Public Offering of certain classes
of the Certificates, the Purchaser and Bear, Xxxxxxx & Co. Inc. ("Bear Xxxxxxx") have entered into a
terms agreement dated as of April 27, 2007 to an underwriting agreement dated February 26, 2007,
between the Purchaser and Bear Xxxxxxx (collectively, the "Underwriting Agreement").
Now, therefore, in consideration of the premises and the mutual agreements set forth
herein, the parties hereto agree as follows:
(aa) Definitions. Certain terms are defined herein. Capitalized
terms used herein but not defined herein shall have the meanings specified in the Pooling and Servicing
Agreement as in effect as of the date hereof. The following other terms are defined as follows:
Acquisition Price: Cash in an amount agreed upon by the Mortgage Loan Seller and the
Purchaser.
Bear Xxxxxxx: Bear, Xxxxxxx & Co. Inc.
Closing Date: April 30, 2007.
Cut-off Date: April 1, 2007.
Cut-off Date Balance: $1,328,105,998,38.
Deleted Subsequent Mortgage Loan: A Subsequent Mortgage Loan replaced or to be
replaced by a Substitute Mortgage Loan.
Due Date: With respect to each Subsequent Mortgage Loan, the date in each month on
which its Scheduled Payment is due, if such due date is the first day of a month, and otherwise is
deemed to be the first day of the following month or such other date specified in the related Servicing
Agreement.
Moody's: Xxxxx'x Investors Service, Inc., or its successors in interest.
Mortgage: The mortgage or deed of trust creating a first lien on an interest in real
property securing a Mortgage Note.
Mortgage File: The items referred to in Exhibit 1 pertaining to a particular
Subsequent Mortgage Loan and any additional documents required to be added to such documents pursuant to
this Agreement or the Pooling and Servicing Agreement.
Mortgage Interest Rate: The annual rate of interest borne by a Mortgage Note as stated
therein.
Mortgagor: The obligor(s) on a Mortgage Note.
Opinion of Counsel: A written opinion of counsel, who may be counsel for the Mortgage
Loan Seller or the Purchaser, reasonably acceptable to the Trustee.
Person: Any person or entity, including any individual, corporation, partnership,
joint venture, association, joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
Purchase Price: With respect to any Subsequent Mortgage Loan (or any property acquired
with respect thereto) required to be purchased by the Mortgage Loan Seller pursuant to this Agreement or
Article II of the Pooling and Servicing Agreement, an amount equal to the sum of (i)(a) 100% of the
Outstanding Principal Balance of such Subsequent Mortgage Loan as of the date of repurchase (or if the
related Mortgaged Property was acquired with respect thereto, 100% of the Outstanding Principal Balance
at the date of the acquisition), plus (b) accrued but unpaid interest on the Outstanding Principal
Balance at the related Mortgage Interest Rate, through and including the last day of the month of
repurchase, and reduced by (c) any portion of the Servicing Compensation, Monthly Advances and advances
payable to the purchaser of the Subsequent Mortgage Loan and (ii) any costs and damages (if any)
incurred by the Trust in connection with any violation of such Subsequent Mortgage Loan of any
anti-predatory or abusive lending laws.
Rating Agencies: Standard & Poor's and Moody's, each a "Rating Agency."
Securities Act: The Securities Act of 1933, as amended.
Servicer: EMC Mortgage Corporation.
Standard & Poor's: Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx
Companies, Inc. or its successors in interest.
Subsequent Cut-off Date Balance: [_].
Subsequent Cut-off Date: [_], 2007.
Subsequent Transfer Date: [_], 2007.
Substitute Mortgage Loan: A mortgage loan substituted for a Deleted Subsequent
Mortgage Loan which must meet on the date of such substitution the requirements stated herein and in the
Pooling and Servicing Agreement with respect to such substitution; upon such substitution, such mortgage
loan shall be a "Subsequent Mortgage Loan" hereunder.
Value: The value of the Mortgaged Property at the time of origination of the related
Subsequent Mortgage Loan, such value being the lesser of (i) the value of such property set forth in an
appraisal accepted by the applicable originator of the Subsequent Mortgage Loan or (ii) the sales price
of such property at the time of origination.
(bb) Purchase and Sale of the Subsequent Mortgage Loans and Related
Rights.
(i) Upon satisfaction of the conditions set forth in Section 10 hereof, the
Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Subsequent Mortgage Loans
having a Subsequent Cut-off Date Balance of [_].
(ii) The closing for the purchase and sale of the Subsequent Mortgage Loans will
take place on the Subsequent Transfer Date at the office of the Purchaser's counsel in New York, New
York or such other place as the parties shall agree.
(iii) Upon the satisfaction of the conditions set forth in Section 10 hereof, on the
Subsequent Transfer Date, the Purchaser shall pay to the Mortgage Loan Seller the related Acquisition
Price for the Subsequent Mortgage Loans sold by the Mortgage Loan Seller in immediately available funds
by wire transfer to such account or accounts as shall be designated by the Mortgage Loan Seller.
(iv) In addition to the foregoing, on the Subsequent Transfer Date the Mortgage
Loan Seller assigns to the Purchaser all of its right, title and interest in the related Servicing
Agreements (other than its right to enforce the representations and warranties set forth therein).
(cc) Subsequent Mortgage Loan Schedules. The Mortgage Loan Seller
agrees to provide to the Purchaser as of the date hereof a preliminary listing of the Subsequent
Mortgage Loans (the "Preliminary Subsequent Mortgage Loan Schedule") setting forth the information
listed on Exhibit 2 to this Agreement with respect to each of the Subsequent Mortgage Loans being sold
by the Mortgage Loan Seller. If there are changes to the Preliminary Subsequent Mortgage Loan Schedule,
the Mortgage Loan Seller shall provide to the Purchaser as of the Subsequent Transfer Date a final
schedule (the "Final Subsequent Mortgage Loan Schedule," and together with the Preliminary Subsequent
Mortgage Loan Schedule, the " Mortgage Loan Schedule") setting forth the information listed on Exhibit 2
to this Agreement with respect to each of the Subsequent Mortgage Loans being sold by the Mortgage Loan
Seller to the Purchaser. The Final Subsequent Mortgage Loan Schedule shall be delivered to the
Purchaser on the Subsequent Transfer Date, shall be attached to an amendment to this Agreement to be
executed on the Subsequent Transfer Date by the parties hereto and shall be in form and substance
mutually agreed to by the Mortgage Loan Seller and the Purchaser (the "Amendment"). If there are no
changes to the Preliminary Subsequent Mortgage Loan Schedule, the Preliminary Subsequent Mortgage Loan
Schedule shall be the Final Subsequent Mortgage Loan Schedule for all purposes hereof.
(dd) Subsequent Mortgage Loan Transfer.
(i) The Purchaser will be entitled to all scheduled payments of principal and
interest on the Subsequent Mortgage Loans due after the Subsequent Cut-off Date (regardless of when
actually collected) and all payments on the Subsequent Mortgage Loans, other than scheduled principal
and interest, on the Subsequent Mortgage Loans due on or before the Subsequent Cut-off Date and received
after the Subsequent Cut-off Date. The Mortgage Loan Seller will be entitled to all scheduled payments
of principal and interest on the Mortgage Loans due on or before the Subsequent Cut-off Date (including
payments collected after the Subsequent Cut-off Date) and all payments in respect of such payments due
thereon, other than scheduled principal and interest, on the Subsequent Mortgage Loans due after the
Subsequent Cut-Off Date and received on or before the Subsequent Cut-off Date. Such principal amounts
and any interest thereon belonging to the Mortgage Loan Seller as described above will not be included
in the aggregate outstanding principal balance of the Subsequent Mortgage Loans as of the Subsequent
Cut-off Date as set forth on the Final Subsequent Mortgage Loan Schedule.
(ii) Pursuant to various conveyance documents to be executed on the Subsequent
Transfer Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the
Subsequent Transfer Date all of its right, title and interest in and to the Subsequent Mortgage Loans to
the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment
of the Subsequent Mortgage Loans, the Mortgage Loan Seller has delivered or will deliver or cause to be
delivered to the Trustee as assignee of the Purchaser no later than three Business Days prior to the
Subsequent Transfer Date or such later date as is agreed to by the Purchaser and the Mortgage Loan
Seller (each of the Subsequent Transfer Date and such later date is referred to as a "Mortgage File
Delivery Date"), the items of each Mortgage File, provided, however, that in lieu of the foregoing, the
Mortgage Loan Seller may deliver the following documents, under the circumstances set forth below: (x)
in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which
have been delivered, are being delivered or will, upon receipt of recording information relating to the
Mortgage required to be included thereon, be delivered to recording offices for recording and have not
been returned to the Mortgage Loan Seller in time to permit their delivery as specified above, the
Mortgage Loan Seller may deliver a true copy thereof with a certification by the Mortgage Loan Seller,
on the face of such copy, substantially as follows: "Certified to be a true and correct copy of the
original, which has been transmitted for recording" (y) in lieu of the Mortgage, assignments to the
Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such
documents (as evidenced by a certification from the Mortgage Loan Seller to such effect) the Mortgage
Loan Seller may deliver photocopies of such documents containing an original certification by the
judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z)
in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by
the Purchaser to the Trustee on the Subsequent Transfer Date and attached hereto as Exhibit 5, the
Mortgage Loan Seller may deliver lost note affidavits and indemnities of the Mortgage Loan Seller; and
provided further, however, that in the case of Subsequent Mortgage Loans which have been paid in full
after the Cut-off Date and prior to the Subsequent Transfer Date, the Mortgage Loan Seller, in lieu of
delivering the above documents, may deliver to the Trustee as assignee of the Purchaser a certification
by the Mortgage Loan Seller or the Servicer to such effect. The Mortgage Loan Seller shall deliver such
original documents (including any original documents as to which certified copies had previously been
delivered) or such certified copies to the Trustee as assignee of the Purchaser promptly after they are
received. The Mortgage Loan Seller shall cause the Mortgage and intervening assignments, if any, and
the assignment of the Mortgage to be recorded not later than 180 days after the Subsequent Transfer
Date, unless such assignment is not required to be recorded under the terms set forth in Section 6(i)
hereof.
(iii) The Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of
the Subsequent Mortgage Loans and the Purchaser's rights hereunder will be assigned to Xxxxx Fargo Bank,
National Association, as Trustee for the Certificateholders, as of the date hereof.
(ee) Examination of Mortgage Files.
(i) On or before the Mortgage File Delivery Date, the Mortgage Loan Seller will
have made the Mortgage Files available to the Purchaser or its agent for examination which may be at the
offices of the Trustee or the Mortgage Loan Seller and/or the Mortgage Loan Seller's custodian. The
fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete
examination of the Mortgage Files shall not affect the Purchaser's rights to demand cure, repurchase,
substitution or other relief as provided in this Agreement. In furtherance of the foregoing, the
Mortgage Loan Seller shall make the Mortgage Files available to the Purchaser or its agent from time to
time so as to permit the Purchaser to confirm the Mortgage Loan Seller's compliance with the delivery
and recordation requirements of this Agreement and the Pooling and Servicing Agreement. In addition,
upon request of the Purchaser, the Mortgage Loan Seller agrees to provide to the Purchaser, Bear Xxxxxxx
and to any investors or prospective investors in the Certificates information regarding the Subsequent
Mortgage Loans and their servicing, to make the Mortgage Files available to the Purchaser, Bear Xxxxxxx
and to such investors or prospective investors (which may be at the offices of the Mortgage Loan Seller
and/or the Mortgage Loan Seller's custodian) and to make available personnel knowledgeable about the
Subsequent Mortgage Loans for discussions with the Purchaser, Bear Xxxxxxx and such investors or
prospective investors, upon reasonable request during regular business hours, sufficient to permit the
Purchaser, Bear Xxxxxxx and such investors or potential investors to conduct such due diligence as any
such party reasonably believes is appropriate.
(ii) Pursuant to the Pooling and Servicing Agreement, on or prior to the Subsequent
Transfer Date, the Custodian shall acknowledge with respect to each Subsequent Mortgage Loan, by an
Initial Certification substantially in the form of Exhibit One to the Custodial Agreement, receipt of
the related 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.
(iii) Pursuant to the Pooling and Servicing Agreement, no later than 90 days after
the Subsequent Transfer Date, the Trustee, for the benefit of the Certificateholders, will review or
cause the Custodian to review items of the Mortgage Files as set forth on Exhibit 1 and will execute and
deliver or cause to be executed and delivered to the Mortgage Loan Seller a certification in the form
attached as Exhibit One to the Custodial Agreement.
(iv) Pursuant to the Pooling and Servicing Agreement, the Trustee will review or
cause the Custodian to review the Mortgage Files within 180 days of the Subsequent Transfer Date and
will execute and deliver, or cause to be executed and delivered, to the Mortgage Loan Seller and the
Servicer a final certification substantially in the form of Exhibit Three to the Custodial Agreement.
If the Trustee (or the Custodian as its agent) is unable to deliver a final certification with respect
to the items listed in Exhibit 1 due to any document that is missing, has not been executed, is
unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to
the Subsequent Mortgage Loans identified in the Final Subsequent Mortgage Loan Schedule or appears to be
defective on its face (a "Material Defect"), the Trustee or the Custodian shall promptly notify the
Mortgage Loan Seller of such Material Defect. The Mortgage Loan Seller shall correct or cure any such
Material Defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as
its agent, of the Material Defect and if the Mortgage Loan Seller does not correct or cure such Material
Defect within such period and such defect materially and adversely affects the interests of the
Certificateholders in the related Subsequent Mortgage Loan, the Mortgage Loan Seller will, in accordance
with the terms of the Pooling and Servicing Agreement, within ninety (90) days of the date of notice,
provide the Trustee with a Substitute Mortgage Loan (if within two years of the Subsequent Transfer
Date) or purchase the related Mortgage Loan at the applicable Purchase Price; provided that, if such
defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure, repurchase or substitution must occur within 90 days from the
date such breach was discovered; provided, however, that if such defect relates solely to the inability
of the Mortgage Loan Seller to deliver the original security instrument or intervening assignments
thereof, or a certified copy because the originals of such documents, or a certified copy, have not been
returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such
Mortgage Loan if the Mortgage Loan Seller delivers such original documents or certified copy promptly
upon receipt, but in no event later than 360 days after the Subsequent Transfer Date. The foregoing
repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such
original or copy of any document submitted for recording to the appropriate recording office in the
applicable jurisdiction because such document has not been returned by such office; provided that the
Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such
receipt is not available, a certificate of the Mortgage Loan Seller or the Servicing Officer confirming
that such documents have been accepted for recording, and delivery to the Purchaser and to the Trustee
or the Custodian, as assignee of the Purchaser, shall be effected by the Mortgage Loan Seller within
thirty (30) days of its receipt of the original recorded document.
(v) At the time of any substitution, the Mortgage Loan Seller shall deliver or
cause to be delivered the Substitute Mortgage Loan, the related Mortgage File and any other documents
and payments required to be delivered in connection with a substitution pursuant to the Pooling and
Servicing Agreement. At the time of any purchase or substitution, pursuant to the Pooling and Servicing
Agreement, the Trustee shall (i) assign to the Mortgage Loan Seller and release or cause the Custodian
to release the documents (including, but not limited to, the Mortgage, Mortgage Note and other contents
of the Mortgage File) in its possession or in the possession of the Custodian relating to the Deleted
Subsequent Mortgage Loan and (ii) execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Mortgage Loan Seller title to such
Deleted Subsequent Mortgage Loan. The Mortgage Loan Seller and the Purchaser shall amend the Subsequent
Mortgage Loan Schedule to reflect all substitutions, repurchases and deletions.
(ff) Recordation of Assignments of Mortgage.
(i) The Mortgage Loan Seller shall, promptly after the Subsequent Transfer Date,
cause each Mortgage and each assignment of Mortgage from the Mortgage Loan Seller to the Trustee, and
all unrecorded intervening assignments, if any, delivered on or prior to the Subsequent Transfer Date,
to be recorded in all recording offices in the jurisdictions where the related Mortgaged Properties are
located; provided, however, the Mortgage Loan Seller need not cause to be recorded any assignment which
relates to a Subsequent Mortgage Loan if (a) such recordation is not required by the Rating Agencies or
an Opinion of Counsel has been provided to the Trustee, as assignee of the Purchaser, which states that
the recordation of such assignment is not necessary to protect the Trustee's interest in the related
Subsequent Mortgage Loan or (b) MERS is identified on the Mortgage or a properly recorded assignment of
the Mortgage, as the mortgagee of record solely as nominee for the Mortgage Loan Seller and its
successors and assigns; provided, however, notwithstanding the delivery of any Opinion of Counsel, each
assignment of Mortgage shall be submitted for recording by the Mortgage Loan Seller in the manner
described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of (i)
reasonable direction by the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than 25% of the Trust, (ii) the occurrence of an Event of Default, (iii) the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgage Loan Seller and (iv) the
occurrence of a servicing transfer as described in Section 8.02 of the Pooling and Servicing Agreement.
While each such Mortgage or assignment is being recorded, if necessary, the Mortgage
Loan Seller shall leave or cause to be left with the Trustee, as assignee of the Purchaser, a certified
copy of such Mortgage or assignment. In the event that, within 180 days of the Subsequent Transfer
Date, the Trustee has not been provided an Opinion of Counsel as described above or received evidence of
recording with respect to each Subsequent Mortgage Loan as set forth above, the failure to provide
evidence of recording or such Opinion of Counsel (in the alternative, if required) shall be considered a
Material Defect, and the provisions of Section 5(iii) and (iv) shall apply. All customary recording
fees and reasonable expenses relating to the recordation of the assignments of Mortgage to the Trustee
or the Opinion of Counsel, as the case may be, shall be borne by the Mortgage Loan Seller.
(ii) It is the express intent of the parties hereto that the conveyance of the
Subsequent Mortgage Loans by the Mortgage Loan Seller to the Purchaser, as contemplated by this
Agreement be, and be treated as, a sale. It is, further, not the intention of the parties that such
conveyance be deemed the grant of a security interest in the Subsequent Mortgage Loans by the Mortgage
Loan Seller to the Purchaser to secure a debt or other obligation of the Mortgage Loan Seller. However,
in the event that, notwithstanding the intent of the parties, the Subsequent Mortgage Loans are held by
a court of competent jurisdiction to continue to be property of the Mortgage Loan Seller, then (a) this
Agreement shall be a security agreement within the meaning of Article 8 and Article 9 of the applicable
Uniform Commercial Code; (b) the transfer of the Subsequent Mortgage Loans provided for herein shall be
deemed to be a grant by the Mortgage Loan Seller to the Purchaser of a security interest in, and the
Mortgage Loan Seller hereby grants to the Purchaser, to secure its obligations hereunder, a security
interest in, all of the Mortgage Loan Seller's right, title and interest in and to the Subsequent
Mortgage Loans, all amounts payable to the holders of the Subsequent Mortgage Loans in accordance with
the terms thereof, all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property and the proceeds thereof. The Mortgage Loan Seller and the
Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably
necessary to ensure that, if this Agreement were deemed to create a security interest in the Subsequent
Mortgage Loans, such security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term of this Agreement.
(gg) Representations and Warranties of Mortgage Loan Seller
Concerning the Mortgage Loans. The Mortgage Loan Seller hereby represents and warrants to the Purchaser
as of the Subsequent Transfer Date or such earlier date as may be specified below with respect to each
Subsequent Mortgage Loan:
(i) the information set forth in the Subsequent Mortgage Loan Schedule hereto is
true and correct in all material respects;
(ii) immediately prior to the transfer to the Purchaser, the Mortgage Loan Seller
was the sole owner of each Mortgage and Mortgage Note relating to the Subsequent Mortgage Loans and is
conveying the same free and clear of any and all liens, claims, encumbrances, participation interests,
equities, pledges, charges or security interests of any nature and the Mortgage Loan Seller has full
right and authority to sell or assign the same pursuant to this Agreement;
(iii) each Subsequent Mortgage Loan and any prepayment penalty associated with such
Subsequent Mortgage Loan at the time it was made complied in all material respects with all applicable
local, state and federal laws and regulations, including, without limitation, usury, equal credit
opportunity, disclosure and recording laws and all applicable anti-predatory, abusive and fair lending
laws; and each Subsequent Mortgage Loan has been serviced in all material respects in accordance with
all applicable local, state and federal laws and regulations, including, without limitation, usury,
equal credit opportunity, disclosure and recording laws and all applicable anti-predatory, abusive and
fair lending laws and the terms of the related Mortgage Note, the Mortgage and other loan documents;
(iv) there is no monetary default existing under any Mortgage or the related
Mortgage Note and there is no material event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach or event of acceleration; and
neither the Mortgage Loan Seller, any of its affiliates nor any servicer of any related Subsequent
Mortgage Loan has taken any action to waive any default, breach or event of acceleration; and no
foreclosure action is threatened or has been commenced with respect to the Subsequent Mortgage Loan;
(v) the terms of the Mortgage Note and the Mortgage have not been impaired,
waived, altered or modified in any respect, except by written instruments, (i) if required by law in the
jurisdiction where the Mortgaged Property is located, or (ii) to protect the interests of the owner of
such Subsequent Mortgage Loan;
(vi) no selection procedure reasonably believed by the Mortgage Loan Seller to be
adverse to the interests of the Certificateholders was utilized in selecting the Subsequent Mortgage
Loans;
(vii) each Mortgage is a valid and enforceable (subject to laws relating to
creditors rights generally and principles of equity) first lien on the property securing the related
Mortgage Note and each Mortgaged Property is owned by the Mortgagor in fee simple (except with respect
to common areas in the case of condominiums, PUDs and de minimis PUDs) or by leasehold for a term longer
than the term of the related Mortgage, subject only to (i) the lien of current real property taxes and
assessments, (ii) covenants, conditions and restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage, such exceptions being acceptable to mortgage
lending institutions generally or specifically reflected in the appraisal obtained in connection with
the origination of the related Mortgage Loan or referred to in the lender's title insurance policy
delivered to the originator of the related Mortgage Loan and (iii) other matters to which like
properties are commonly subject which do not materially interfere with the benefits of the security
intended to be provided by such Mortgage;
(viii) there is no mechanics' lien or claim for work, labor or material affecting the
premises subject to any Mortgage which is or may be a lien prior to, or equal with, the lien of such
Mortgage except those which are insured against by the title insurance policy referred to in (xiii)
below;
(ix) there was no delinquent tax or assessment lien against the property subject to
any Mortgage, except where such lien was being contested in good faith and a stay had been granted
against levying on the property;
(x) there is no valid offset, defense or counterclaim to any Mortgage Note or
Mortgage, including the obligation of the Mortgagor to pay the unpaid principal and interest on such
Mortgage Note;
(xi) the physical property subject to any Mortgage is free of material damage and
is in good repair and there is no proceeding pending or threatened for the total or partial condemnation
of any Mortgaged Property;
(xii) the Mortgaged Property and all improvements thereon comply with all
requirements of any applicable zoning and subdivision laws and ordinances;
(xiii) a lender's title insurance policy (on an ALTA or CLTA form) or binder, or
other assurance of title customary in the relevant jurisdiction therefor in a form acceptable to Xxxxxx
Xxx or Xxxxxxx Mac, was issued on the date that each Subsequent Mortgage Loan was created by a title
insurance company which, to the best of the Mortgage Loan Seller's knowledge, was qualified to do
business in the jurisdiction where the related Mortgaged Property is located, insuring the Mortgage Loan
Seller and its successors and assigns that the Mortgage is a first priority lien on the related
Mortgaged Property in the original principal amount of the Subsequent Mortgage Loan. The Mortgage Loan
Seller is the sole insured under such lender's title insurance policy, and such policy, binder or
assurance is valid and remains in full force and effect, and each such policy, binder or assurance shall
contain all applicable endorsements including a negative amortization endorsement, if applicable;
(xiv) at the time of origination, each Mortgaged Property was the subject of an
appraisal which conformed to the underwriting requirements of the originator of the Subsequent Mortgage
Loan and the appraisal is in a form acceptable to Xxxxxx Xxx or Xxxxxxx Mac;
(xv) the improvements on each Mortgaged Property securing a Subsequent Mortgage
Loan are insured (by an insurer which is acceptable to the Mortgage Loan Seller) against loss by fire
and such hazards as are covered under a standard extended coverage endorsement in the locale in which
the Mortgaged Property is located, in an amount which is not less than the lesser of the maximum
insurable value of the improvements securing such Mortgage Loan or the outstanding principal balance of
the Subsequent Mortgage Loan, but in no event in an amount less than an amount that is required to
prevent the Mortgagor from being deemed to be a co-insurer thereunder; if the improvement on the
Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy
for the condominium project; if upon origination of the related Subsequent Mortgage Loan, the
improvements on the Mortgaged Property were in an area identified as a federally designated flood area,
a flood insurance policy is in effect in an amount representing coverage not less than the least of (i)
the outstanding principal balance of the Subsequent Mortgage Loan, (ii) the restorable cost of
improvements located on such Mortgaged Property or (iii) the maximum coverage available under federal
law; and each Mortgage obligates the Mortgagor thereunder to maintain the insurance referred to above at
the Mortgagor's cost and expense;
(xvi) each Subsequent Mortgage Loan constitutes a "qualified mortgage" under Section
860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and
(9) without reliance on the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury
Regulations Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated
as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A)
of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9);
(xvii) each Subsequent Mortgage Loan was originated (a) by a savings and loan
association, savings bank, commercial bank, credit union, insurance company or similar institution that
is supervised and examined by a federal or state authority, (b) by a mortgagee approved by the Secretary
of HUD pursuant to Sections 203 and 211 of the National Housing Act, as amended, or (c) by a mortgage
broker or correspondent lender in a manner such that the related Subsequent Mortgage Loan would be
regarded for purposes of Section 3(a)(41) of the Securities Exchange Act of 1934, as amended, as having
been originated by an entity described in clauses (a) or (b) above;
(xviii) none of the Subsequent Mortgage Loans are (a) loans subject to 12 CFR Part
226.31, 12 CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA,
which implements the Home Ownership and Equity Protection Act of 1994, as amended or (b) "high cost
home," "covered" (excluding home loans defined as "covered home loans" in the New Jersey Home Ownership
Security Act of 2002 that were originated between November 26, 2003 and July 7, 2004), "high risk home"
or "predatory" loans under any applicable state, federal or local law (or a similarly classified loan
using different terminology under a law imposing heightened regulatory scrutiny or additional legal
liability for residential mortgage loans having high interest rates, points and/or fees);
(xix) no Subsequent Mortgage Loan (a) is a "high cost loan" or "covered loan" as
applicable (as such terms are defined in the then current version of Standard & Poor's LEVELS® Glossary
in effect as of the date hereof, Appendix E, attached hereto as Exhibit 6) or (b) was originated on or
after October 1, 2002 through March 6, 2003 and is governed by the Georgia Fair Lending Act;
(xx) each Subsequent Mortgage Loan was originated in accordance with the
underwriting guidelines of the related originator;
(xxi) each original Mortgage has been recorded or is in the process of being
recorded in accordance with the requirements of Section 2.01 of the Pooling and Servicing Agreement in
the appropriate jurisdictions wherein such recordation is required to perfect the lien thereof for the
benefit of the Purchaser and the Trustee as its assignee;
(xxii) the related Mortgage File contains each of the documents and instruments
listed in Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions, substitutions
and qualifications as are set forth in such Section;
(xxiii) the Mortgage Loans are currently being serviced in accordance with accepted
servicing practices;
(xxiv) with respect to each Subsequent Mortgage Loan that has a prepayment penalty
feature, each such prepayment penalty is enforceable and will be enforced by the Mortgage Loan Seller
and each prepayment penalty is permitted pursuant to federal, state and local law. In addition, with
respect to each Subsequent Mortgage Loan (i) no Subsequent Mortgage Loan will impose a prepayment
penalty for a term in excess of five years from the date such Subsequent Mortgage Loan was originated
and (ii) such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted
under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount
prepaid in excess of 20% of the original principal balance of such Subsequent Mortgage Loan; and
(xxvi) if any of the Subsequent Mortgage Loans are secured by a leasehold interest, with
respect to each leasehold interest: the use of leasehold estates for residential properties is an accepted
practice in the area where the related Mortgaged Property is located; residential property in such area
consisting of leasehold estates is readily marketable; the lease is recorded and no party is in any way in
breach of any provision of such lease; the leasehold is in full force and effect and is not subject to any
prior lien or encumbrance by which the leasehold could be terminated or subject to any charge or penalty;
and the remaining term of the lease does not terminate less than ten years after the maturity date of such
Subsequent Mortgage Loan.
It is understood and agreed that the representations and warranties set forth in this
Section 7 will inure to the benefit of the Purchaser, its successors and assigns, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or assignment of Mortgage or the examination
of any Mortgage File. Upon any substitution for a Subsequent Mortgage Loan, the representations and
warranties set forth above shall be deemed to be made by the Mortgage Loan Seller as to any Substitute
Mortgage Loan as of the date of substitution.
Upon discovery or receipt of notice by the Mortgage Loan Seller, the Purchaser or the
Trustee of a breach of any representation or warranty of the Mortgage Loan Seller set forth in this
Section 7 which materially and adversely affects the value of the interests of the Purchaser, the
Certificateholders or the Trustee in any of the Subsequent Mortgage Loans, the party discovering or
receiving notice of such breach shall give prompt written notice to the others. In the case of any such
breach of a representation or warranty set forth in this Section 7, within 90 days from the date of
discovery by the Mortgage Loan Seller, or the date the Mortgage Loan Seller is notified by the party
discovering or receiving notice of such breach (whichever occurs earlier), the Mortgage Loan Seller will
(i) cure such breach in all material respects, (ii) purchase the affected Subsequent Mortgage Loan at
the applicable Purchase Price or (iii) if within two years of the Subsequent Transfer Date, substitute a
qualifying Substitute Mortgage Loan in exchange for such Subsequent Mortgage Loan; provided that, (A) in
the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained
in clause (i) of this Section 7, if such breach is material and relates to any field on the Mortgage
Loan Schedule which identifies any Prepayment Charge or (B) in the case of a breach of the
representation contained in clause (xvii) of this Section 7, then, in each case, in lieu of purchasing
such Mortgage Loan from the Trust Fund at the Purchase Price, the Mortgage Loan Seller shall pay the
amount of the Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in
respect of such Prepayment Charge) from its own funds and without reimbursement thereof, and the Sponsor
shall have no obligation to repurchase or substitute for such Mortgage Loan. The obligations of the
Mortgage Loan Seller to cure, purchase or substitute a qualifying Substitute Mortgage Loan shall
constitute the Purchaser's, the Trustee's and the Certificateholder's sole and exclusive remedies under
this Agreement or otherwise respecting a breach of representations or warranties hereunder with respect
to the Mortgage Loans, except for the obligation of the Mortgage Loan Seller to indemnify the Purchaser
for any such breach as set forth in and limited by Section 13 hereof.
Any cause of action against the Mortgage Loan Seller or relating to or arising out of
a breach by the Mortgage Loan Seller of any representations and warranties made in this Section 7 shall
accrue as to any Subsequent Mortgage Loan upon (i) discovery of such breach by the Mortgage Loan Seller
or notice thereof by the party discovering such breach and (ii) failure by the Mortgage Loan Seller to
cure such breach, purchase such Mortgage Loan or substitute a qualifying Substitute Mortgage Loan
pursuant to the terms hereof.
(hh) Representations and Warranties Concerning the Mortgage Loan
Seller. As of date hereof and as of the Subsequent Transfer Date, the Mortgage Loan Seller represents
and warrants to the Purchaser as to itself in the capacity indicated as follows:
(i) the Mortgage Loan Seller (i) is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing
to do business in each jurisdiction where such qualification is necessary, except where the failure so
to qualify would not reasonably be expected to have a material adverse effect on the Mortgage Loan
Seller's business as presently conducted or on the Mortgage Loan Seller's ability to enter into this
Agreement and to consummate the transactions contemplated hereby;
(ii) the Mortgage Loan Seller has full corporate power to own its property, to
carry on its business as presently conducted and to enter into and perform its obligations under this
Agreement;
(iii) the execution and delivery by the Mortgage Loan Seller of this Agreement have
been duly authorized by all necessary action on the part of the Mortgage Loan Seller; and neither the
execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof by the Mortgage Loan Seller, will conflict with or result in a
breach of, or constitute a default under, any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Mortgage Loan Seller or its properties or the
charter or by-laws of the Mortgage Loan Seller, except those conflicts, breaches or defaults which would
not reasonably be expected to have a material adverse effect on the Mortgage Loan Seller's ability to
enter into this Agreement and to consummate the transactions contemplated hereby;
(iv) the execution, delivery and performance by the Mortgage Loan Seller of this
Agreement and the consummation by the Mortgage Loan Seller of the transactions contemplated hereby do
not require the consent or approval of, the giving of notice to, the registration with, or the taking of
any other action in respect of, any state, federal or other governmental authority or agency, except
those consents, approvals, notices, registrations or other actions as have already been obtained, given
or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of
Mortgages not yet completed;
(v) this Agreement has been duly executed and delivered by the Mortgage Loan
Seller and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and
binding obligation of the Mortgage Loan Seller enforceable against it in accordance with its terms
(subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement
of the rights of creditors generally and general principles of equity);
(vi) there are no actions, suits or proceedings pending or, to the knowledge of the
Mortgage Loan Seller, threatened against the Mortgage Loan Seller, before or by any court,
administrative agency, arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the
Mortgage Loan Seller could reasonably be expected to be determined adversely to the Mortgage Loan Seller
and will, if determined adversely to the Mortgage Loan Seller, materially and adversely affect the
Mortgage Loan Seller's ability to perform its obligations under this Agreement; and the Mortgage Loan
Seller is not in default with respect to any order of any court, administrative agency, arbitrator or
governmental body so as to materially and adversely affect the transactions contemplated by this
Agreement; and
(vii) the Mortgage Loan Seller's Information (identified in Exhibit 3 hereof) does
not include any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which they were made, not misleading.
(ii) Representations and Warranties Concerning the Purchaser. As of
the date hereof and as of the Subsequent Transfer Date, the Purchaser represents and warrants to the
Mortgage Loan Seller as follows:
(i) the Purchaser (i) is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and (ii) is qualified and in good standing to do
business in each jurisdiction where such qualification is necessary, except where the failure so to
qualify would not reasonably be expected to have a material adverse effect on the Purchaser's business
as presently conducted or on the Purchaser's ability to enter into this Agreement and to consummate the
transactions contemplated hereby;
(ii) the Purchaser has full corporate power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations under this Agreement;
(iii) the execution and delivery by the Purchaser of this Agreement have been duly
authorized by all necessary action on the part of the Purchaser; and neither the execution and delivery
of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the
provisions hereof by the Purchaser, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order
binding on the Purchaser or its properties or the articles of incorporation or bylaws of the Purchaser,
except those conflicts, breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Purchaser's ability to enter into this Agreement and to consummate the
transactions contemplated hereby;
(iv) the execution, delivery and performance by the Purchaser of this Agreement and
the consummation by the Purchaser of the transactions contemplated hereby do not require the consent or
approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any state, federal or other governmental authority or agency, except those consents,
approvals, notices, registrations or other actions as have already been obtained, given or made;
(v) this Agreement has been duly executed and delivered by the Purchaser and,
assuming due authorization, execution and delivery by the Mortgage Loan Seller, constitutes a valid and
binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights
of creditors generally and general principles of equity);
(vi) there are no actions, suits or proceedings pending or, to the knowledge of the
Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator
or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii)
with respect to any other matter which in the judgment of the Purchaser will be determined adversely to
the Purchaser and will if determined adversely to the Purchaser materially and adversely affect the
Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not in default
with respect to any order of any court, administrative agency, arbitrator or governmental body so as to
materially and adversely affect the transactions contemplated by this Agreement; and
(vii) the Purchaser's Information (identified in Exhibit 4 hereof) does not include
any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading.
(jj) Conditions to Closing.
(A) The obligations of the Purchaser under this Agreement will be subject to the satisfaction,
on or prior to the Subsequent Transfer Date, of the following conditions:
(i) Each of the obligations of the Mortgage Loan Seller required to
be performed at or prior to the Subsequent Transfer Date pursuant to the terms of this
Agreement shall have been duly performed and complied with in all material respects; all of the
representations and warranties of the Mortgage Loan Seller under this Agreement shall be true
and correct as of the date or dates specified in all material respects; and no event shall have
occurred which, with notice or the passage of time, would constitute a default under this
Agreement; and the Purchaser shall have received certificates to that effect signed by
authorized officers of the Mortgage Loan Seller.
(ii) The Purchaser shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly
executed by all signatories other than the Purchaser as required pursuant to the respective
terms thereof:
(a) the Mortgage Loan Schedule;
(b) the Pooling and Servicing Agreement, in form and substance
reasonably satisfactory to the Trustee and the Purchaser, and all documents required
thereby duly executed by all signatories;
(c) a certificate of an officer of the Mortgage Loan Seller
dated as of the Subsequent Transfer Date, in a form reasonably acceptable to the
Purchaser, and attached thereto copies of the charter and by-laws of the Mortgage Loan
Seller and evidence as to the good standing of the Mortgage Loan Seller dated as of a
recent date;
(d) one or more opinions of counsel from the Mortgage Loan
Seller's counsel otherwise in form and substance reasonably satisfactory to the
Purchaser, the Trustee and each Rating Agency;
(e) a letter from each of the Rating Agencies giving each Class
of Certificates set forth on Schedule A hereto the rating set forth therein; and
(f) such other documents, certificates (including additional
representations and warranties) and opinions as may be reasonably necessary to secure
the intended ratings from each Rating Agency for the Certificates.
(iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the
Underwriting Agreement and the Purchase Agreement, if applicable, shall have been issued and
sold to Bear Xxxxxxx.
(iv) The Mortgage Loan Seller shall have furnished to the Purchaser
such other certificates of its officers or others and such other documents and opinions of
counsel to evidence fulfillment of the conditions set forth in this Agreement and the
transactions contemplated hereby as the Purchaser and its counsel may reasonably request.
(B) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the
satisfaction, on or prior to the Subsequent Transfer Date, of the following conditions:
(i) The obligations of the Purchaser required to be performed by it
on or prior to the Subsequent Transfer Date pursuant to the terms of this Agreement shall have
been duly performed and complied with in all material respects, and all of the representations
and warranties of the Purchaser under this Agreement shall be true and correct in all material
respects as of the date hereof and as of the Subsequent Transfer Date, and no event shall have
occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage
Loan Seller shall have received a certificate to that effect signed by an authorized officer of
the Purchaser.
(ii) The Mortgage Loan Seller shall have received copies of all of
the following closing documents, in such forms as are agreed upon and reasonably acceptable to
the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller
as required pursuant to the respective terms thereof:
(a) A certificate of an officer of the Purchaser dated as of the
Subsequent Transfer Date, in a form reasonably acceptable to the Mortgage Loan Seller,
and attached thereto the written consent of the shareholder of the Purchaser
authorizing the transactions contemplated by this Agreement and the Pooling and
Servicing Agreement, together with copies of the Purchaser's articles of
incorporation, bylaws and evidence as to the good standing of the Purchaser dated as
of a recent date;
(b) One or more opinions of counsel from the Purchaser's counsel
in form and substance reasonably satisfactory to the Mortgage Loan Seller; and
(c) Such other documents, certificates (including additional
representations and warranties) and opinions as may be reasonably necessary to secure
the intended rating from each Rating Agency for the Certificates.
(kk) Fees and Expenses. Subject to Section 16 hereof, the Mortgage
Loan Seller shall pay on the Subsequent Transfer Date or such later date as may be agreed to by the
Purchaser (i) the fees and expenses of the Mortgage Loan Seller's attorneys and the reasonable fees and
expenses of the Purchaser's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the
fees and expenses of the Trustee which shall include without limitation the fees and expenses of the
Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of
this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B)
attendance at the Closing and (C) review of the Subsequent Mortgage Loans to be performed by the
Trustee, (iv) the fees and expenses of each Rating Agency (both initial and ongoing), (v) the fees and
expenses relating to the preparation and recordation of mortgage assignments (including intervening
assignments, if any and if available, to evidence a complete chain of title from the originator thereof
to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of
Counsel referred to in Section 6(i) hereof, as the case may be, and (vi) Mortgage File due diligence
expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of
the Subsequent Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates.
(ll) Accountants' Letters.
(i) Deloitte & Touche LLP will review the characteristics of a sample of the
Subsequent Mortgage Loans described in the Final Subsequent Mortgage Loan Schedule and will compare
those characteristics to the description of the Subsequent Mortgage Loans contained in the Prospectus
Supplement under the captions "Summary of Prospectus Supplement - The Mortgage Loans," "- The Mortgage
Pool Characteristics" and "Description of the Mortgage Loans- Conveyance of Subsequent Mortgage Loans
and the Pre-Funding Account" and in Schedule A thereto. The Mortgage Loan Seller will cooperate with
the Purchaser in making available all information and taking all steps reasonably necessary to permit
such accountants to complete the review and to deliver the letters required of them under the
Underwriting Agreement.
(mm) Indemnification.
(i) The Mortgage Loan Seller shall indemnify and hold harmless the Purchaser and
its directors, officers and controlling persons (as defined in Section 15 of the Securities Act) from
and against any loss, claim, damage or liability or action in respect thereof, to which they or any of
them may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon (i) any representation or warranty assigned or made
by the Mortgage Loan Seller in Section 7 or Section 8 hereof being, or alleged to be, untrue or
incorrect, or (b) any failure by the Mortgage Loan Seller to perform its obligations under this
Agreement; and the Mortgage Loan Seller shall reimburse the Purchaser and each other indemnified party
for any legal and other expenses reasonably incurred by them in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability or action.
The foregoing indemnity agreement is in addition to any liability which the Mortgage Loan
Seller otherwise may have to the Purchaser or any other such indemnified party.
(ii) The Purchaser shall indemnify and hold harmless the Mortgage Loan Seller and
its respective directors, officers and controlling persons (as defined in Section 15 of the Securities
Act) from and against any loss, claim, damage or liability or action in respect thereof, to which they
or any of them may become subject, under the Securities Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon (a) any representation or warranty made by
the Purchaser in Section 9 hereof being, or alleged to be, untrue or incorrect, or (b) any failure by
the Purchaser to perform its obligations under this Agreement; and the Purchaser shall reimburse the
Mortgage Loan Seller, and each other indemnified party for any legal and other expenses reasonably
incurred by them in connection with investigating or defending or preparing to defend any such loss,
claim, damage, liability or action. The foregoing indemnity agreement is in addition to any liability
which the Purchaser otherwise may have to the Mortgage Loan Seller, or any other such indemnified party,
(iii) Promptly after receipt by an indemnified party under subsection (i) or (ii)
above of notice of the commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such subsection, notify each party against
whom indemnification is to be sought in writing of the commencement thereof (but the failure so to
notify an indemnifying party shall not relieve such indemnified party from any liability which it may
have under this Section 13 except to the extent that it has been prejudiced in any material respect by
such failure or from any liability which it may have otherwise). In case any such action is brought
against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent it may elect by written
notice delivered to the indemnified party promptly (but, in any event, within 30 days) after receiving
the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties
shall have the right to employ its or their own counsel in any such case, but the fees and expenses of
such counsel shall be at the expense of such indemnified party or parties unless (a) the employment of
such counsel shall have been authorized in writing by one of the indemnifying parties in connection with
the defense of such action, (b) the indemnifying parties shall not have employed counsel to have charge
of the defense of such action within a reasonable time after notice of commencement of the action, or
(c) such indemnified party or parties shall have reasonably concluded that there is a conflict of
interest between itself or themselves and the indemnifying party in the conduct of the defense of any
claim or that the interests of the indemnified party or parties are not substantially co-extensive with
those of the indemnifying party (in which case the indemnifying parties shall not have the right to
direct the defense of such action on behalf of the indemnified party or parties), in any of which events
such fees and expenses shall be borne by the indemnifying parties; (provided, however, that the
indemnifying party shall be liable only for the fees and expenses of one counsel in addition to one
local counsel in the jurisdiction involved. Anything in this subsection to the contrary notwithstanding,
an indemnifying party shall not be liable for any settlement or any claim or action effected without its
written consent; provided, however, that such consent was not unreasonably withheld.
(iv) If the indemnification provided for in paragraphs (i) and (ii) of this Section
13 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or
liability, or any action in respect thereof, referred to in Section 13, then the indemnifying party
shall in lieu of indemnifying the indemnified party contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in
such proportion as shall be appropriate to reflect the relative benefits received by the Mortgage Loan
Seller on the one hand and the Purchaser on the other from the purchase and sale of the Subsequent
Mortgage Loans, the offering of the Certificates and the other transactions contemplated hereunder. No
person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person
who is not also found liable for such fraudulent misrepresentation.
(v) The parties hereto agree that reliance by an indemnified party on any publicly
available information or any information or directions furnished by an indemnifying party shall not
constitute negligence, bad faith or willful misconduct by such indemnified party.
(nn) Notices. All demands, notices and communications hereunder
shall be in writing but may be delivered by facsimile transmission subsequently confirmed in writing.
Notices to the Mortgage Loan Seller shall be directed to EMC Mortgage Corporation, 0000 Xxxx Xxxxx
Xxxxx, Xxxxxxxxxx, Xxxxx 00000 (Telecopy: (000) 000-0000), Attention: Conduit Seller Approval; and
notices to the Purchaser shall be directed to Structured Asset Mortgage Investments II Inc., 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Telecopy: (000) 000-0000), Attention: Xxxxx Xxxxxxxxxxx; or to any
other address as may hereafter be furnished by one party to the other party by like notice. Any such
demand, notice or communication hereunder shall be deemed to have been received on the date received at
the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date
noted on the return receipt) provided that it is received on a Business Day during normal business hours
and, if received after normal business hours, then it shall be deemed to be received on the next
Business Day.
(oo) Transfer of Subsequent Mortgage Loans. As set forth in Section
4(iii), the Purchaser intends to assign the Subsequent Mortgage Loans and certain of its rights and
obligations under this Agreement to the Trustee pursuant to the Pooling and Servicing Agreement, and the
Mortgage Loan Seller hereby consents to any such assignment. Upon any such assignment, the Trustee
shall have the right to enforce directly against the Mortgage Loan Seller the rights of the Purchaser
hereunder that have been assigned to the Trustee. Notwithstanding any such assignment, with respect to
the Mortgage Loan Seller, the Purchaser shall remain entitled to the benefits set forth in Sections 11,
13 and 17.
(pp) Termination. This Agreement may be terminated (a) by mutual
consent of the parties hereto prior to the Subsequent Transfer Date, (b) by the Purchaser, if the
conditions to the Purchaser's obligation to close set forth under Section 10(1) hereof are not fulfilled
as and when required to be fulfilled or (c) by the Mortgage Loan Seller, if the conditions to the
Mortgage Loan Seller's obligation to close set forth under Section 10(2) hereof are not fulfilled as and
when required to be fulfilled. In the event of a termination pursuant to clause (a), each party shall
be responsible for its own expenses. In the event of termination pursuant to clause (b), the Mortgage
Loan Seller shall pay, and in the event of termination pursuant to clause (c), the Purchaser shall pay,
all reasonable out-of-pocket expenses incurred by the other in connection with the transactions
contemplated by this Agreement.
(qq) Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement, or contained in certificates
of officers of the Mortgage Loan Seller submitted pursuant hereto, shall remain operative and in full
force and effect and shall survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser
to the Trustee). Subsequent to the delivery of the Subsequent Mortgage Loans to the Purchaser, the
Mortgage Loan Seller's representations and warranties contained herein with respect to the Subsequent
Mortgage Loans shall be deemed to relate to the Mortgage Loans actually delivered to the Purchaser and
included in the Final Subsequent Mortgage Loan Schedule and any Substitute Mortgage Loan and not to
those Subsequent Mortgage Loans deleted from the Preliminary Subsequent Mortgage Loan Schedule pursuant
to Section 3 hereof prior to the closing of the transactions contemplated hereby or any Deleted
Subsequent Mortgage Loan.
(rr) Severability. If any provision of this Agreement shall be
prohibited or invalid under applicable law, this Agreement shall be ineffective only to such extent,
without invalidating the remainder of this Agreement.
(ss) Counterparts. This Agreement may be executed in counterparts,
each of which will be an original, but which together shall constitute one and the same agreement.
(tt) Amendment. This Agreement cannot be amended or modified in any
manner without the prior written consent of each party.
(uu) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE AND
PERFORMED IN THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES (OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND SHALL BE INTERPRETED IN
ACCORDANCE WITH THE LAWS OF SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SUCH STATE.
(vv) Further Assurances. Each of the parties agrees to execute and
deliver such instruments and take such actions as another party may, from time to time, reasonably
request in order to effectuate the purpose and to carry out the terms of this Agreement including any
amendments hereto which may be required by either Rating Agency.
(ww) Successors and Assigns. This Agreement shall bind and inure to
the benefit of and be enforceable by the Mortgage Loan Seller and the Purchaser and their permitted
successors and assigns and, to the extent specified in Section 13 hereof, Bear Xxxxxxx, and their
directors, officers and controlling persons (within the meaning of federal securities laws). The
Mortgage Loan Seller acknowledges and agrees that the Purchaser may assign its rights under this
Agreement (including, without limitation, with respect to the Mortgage Loan Seller's representations and
warranties respecting the Subsequent Mortgage Loans) to the Trustee. Any person into which the Mortgage
Loan Seller may be merged or consolidated (or any person resulting from any merger or consolidation
involving the Mortgage Loan Seller), any person resulting from a change in form of the Mortgage Loan
Seller or any person succeeding to the business of the Mortgage Loan Seller, shall be considered the
"successor" of the Mortgage Loan Seller hereunder and shall be considered a party hereto without the
execution or filing of any paper or any further act or consent on the part of any party hereto. Except
as provided in the two preceding sentences and in Section 15 hereto, this Agreement cannot be assigned,
pledged or hypothecated by either party hereto without the written consent of the other parties to this
Agreement and any such assignment or purported assignment shall be deemed null and void.
(xx) The Mortgage Loan Seller and the Purchaser. The Mortgage Loan
Seller and the Purchaser will keep in full effect all rights as are necessary to perform their
respective obligations under this Agreement.
(yy) Entire Agreement. This Agreement contains the entire agreement
and understanding between the parties with respect to the subject matter hereof, and supersedes all
prior and contemporaneous agreements, understandings, inducements and conditions, express or implied,
oral or written, of any nature whatsoever with respect to the subject matter hereof.
(zz) No Partnership. Nothing herein contained shall be deemed or
construed to create a partnership or joint venture between the parties hereto.
[Signatures Follow]
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their
respective duly authorized officers as of the date first above written.
EMC MORTGAGE CORPORATION
By: ________________________________________
Name:
Title:
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
By: ________________________________________
Name:
Title:
EXHIBIT 1
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following
items, which shall be available for inspection by the Purchaser or its designee, and which shall be
delivered to the Purchaser or its designee pursuant to the terms of the Agreement:
(1) The original Mortgage Note, endorsed without recourse to the order of the Trustee and
showing an unbroken chain of endorsements from the original payee thereof to the Person
endorsing it to the Trustee, or a lost note affidavit;
(2) The original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence
of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have been
recorded (or if the original is not available, a copy), with evidence of such recording
indicated thereon (or if the original Mortgage, assignments to the Trustee or intervening
assignments thereof which have been delivered, are being delivered or will, upon receipt of
recording information relating to the Mortgage required to be included thereon, be delivered to
recording offices for recording and have not been returned to the Mortgage Loan Seller in time
to permit their recording as specified in Section 2.01(b) of the Pooling and Servicing
Agreement, shall be in recordable form);
(3) 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 the
original Mortgage, assignments to the Trustee or intervening assignments thereof which have
been delivered, are being delivered or will, upon receipt of recording information relating to
the Mortgage required to be included thereon, be delivered to recording offices for recording
and have not been returned to the Mortgage Loan Seller in time to permit their delivery as
specified in Section 2.01(b) of the Pooling and Servicing Agreement, the Mortgage Loan Seller
may deliver a true copy thereof with a certification by the Mortgage Loan Seller, 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");
(4) All intervening assignments of the Mortgage, if applicable and only to the extent available
to the Mortgage Loan Seller with evidence of recording thereon;
(5) The original or a copy of the policy or certificate of primary mortgage guaranty insurance,
to the extent available, if any;
(6) The original policy of title insurance or mortgagee's certificate of title insurance or
commitment or binder for title insurance; and
(7) The originals of all modification agreements, if applicable and available.
EXHIBIT 2
MORTGAGE LOAN SCHEDULE INFORMATION
The Preliminary and Final Mortgage Loan Schedules shall set forth the following information
with respect to each Mortgage Loan:
a) the city, state and zip code of the Mortgaged Property;
b) the property type;
c) the Mortgage Interest Rate;
d) the Servicing Fee Rate;
e) the LPMI Fee, if applicable;
f) the Trustee Fee Rate, if applicable;
g) the Net Rate;
h) the maturity date;
i) the stated original term to maturity;
j) the stated remaining term to maturity;
k) the original Principal Balance;
l) the first payment date;
m) the principal and interest payment in effect as of the Cut-off Date;
n) the unpaid Principal Balance as of the Cut-off Date;
o) the Loan-to-Value Ratio at origination;
p) the insurer of any Primary Mortgage Insurance Policy;
q) the MIN with respect to each MOM Loan;
r) the Gross Margin, if applicable;
s) the next Adjustment Date, if applicable;
t) the Maximum Lifetime Mortgage Rate, if applicable;
u) the Minimum Lifetime Mortgage Rate, if applicable;
v) the Periodic Rate Cap, if applicable;
w) the Loan Group, if applicable;
x) a code indicating whether the Mortgage Loan is negatively amortizing;
y) which Mortgage Loans adjust after an initial fixed-rate period of one, two,
three, five, seven or ten years or any other period;
z) the Prepayment Charge, if any;
aa) lien position (e.g., first lien or second lien);
bb) a code indicating whether the Mortgage Loan is has a balloon payment;
cc) a code indicating whether the Mortgage Loan is an interest-only loan;
dd) the interest-only term, if applicable;
ee) the Mortgage Loan Seller; and
ff) the original amortization term.
Such schedule also shall set forth for all of the Mortgage Loans, the total number of Mortgage Loans,
the total of each of the amounts described under (m) and (i) above, the weighted average by principal
balance as of the Cut-off Date of each of the rates described under (c) through (h) above, and the
weighted average remaining term to maturity by unpaid principal balance as of the Cut-off Date.
EXHIBIT 3
MORTGAGE LOAN SELLER'S INFORMATION
All information in the Prospectus Supplement described under the following Sections: "SUMMARY
OF PROSPECTUS SUPPLEMENT — The Mortgage Loans," and "— Mortgage Pool Characteristics", "DESCRIPTION OF
THE MORTGAGE LOANS" and "SCHEDULE A — CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS."
EXHIBIT 4
PURCHASER'S INFORMATION
All information in the Prospectus Supplement and the Prospectus, except the Mortgage Loan
Seller's Information.
EXHIBIT 5
SCHEDULE OF LOST NOTES
(Available Upon Request)
EXHIBIT 6
STANDARD & POOR'S LEVELS® GLOSSARY, VERSION 5.7 REVISED, APPENDIX E
APPENDIX E - Standard & Poor's Anti-Predatory Lending Categorization
Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions
listed below into three categories based upon a combination of factors that include (a) the risk
exposure associated with the assignee liability and (b) the tests and thresholds set forth in those
laws. Note that certain loans classified by the relevant statute as Covered are included in Standard &
Poor's High Cost Loan Category because they included thresholds and tests that are typical of what is
generally considered High Cost by the industry.
Standard & Poor's High Cost Loan Categorization
___________________________________________________________________________________________________________________________________________________________
State/Jurisdiction Name of Anti-Predatory Lending Category under Applicable
Law/Effective Date Anti-Predatory Lending Law
___________________________________________________________________________________________________________________________________________________________
Arkansas Arkansas Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et High Cost Home Loan
seq.
Effective July 16, 2003
___________________________________________________________________________________________________________________________________________________________
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Covered Loan
Effective June 2, 2003
___________________________________________________________________________________________________________________________________________________________
Colorado Consumer Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq. Covered Loan
Effective for covered loans offered or entered into on or after
January 1, 2003. Other provisions of the Act took effect on June
7, 2002
___________________________________________________________________________________________________________________________________________________________
Connecticut Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. High Cost Home Loan
Stat. §§ 36a-746 et seq.
Effective October 1, 2001
___________________________________________________________________________________________________________________________________________________________
District of Columbia Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Covered Loan
Effective for loans closed on or after January 28, 2003
___________________________________________________________________________________________________________________________________________________________
Florida Fair Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq. High Cost Home Loan
Effective October 2, 2002
___________________________________________________________________________________________________________________________________________________________
Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. High Cost Home Loan
___________________________________________________________________________________________________________________________________________________________
Georgia as amended (Mar. 7, 2003 - Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. High Cost Home Loan
current)
Effective for loans closed on or after March 7, 2003
___________________________________________________________________________________________________________________________________________________________
HOEPA Section 32 Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § High Cost Loan
1639, 12 C.F.R. §§ 226.32 and 226.34
Effective October 1, 1995, amendments October 1, 2002
___________________________________________________________________________________________________________________________________________________________
Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et High Risk Home Loan
seq.
Effective January 1, 2004 (prior to this date, regulations under
Residential Mortgage License Act effective from May 14, 2001)
___________________________________________________________________________________________________________________________________________________________
Indiana Indiana Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et High Cost Home Loan
seq.
Effective for loans originated on or after January 1, 2005.
___________________________________________________________________________________________________________________________________________________________
Kansas Consumer Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq. High Loan to Value Consumer Loan (id. §
16a-3-207) and;
Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; High APR Consumer Loan (id. §
Section 16a-3-308a became effective July 1, 1999 16a-3-308a)
___________________________________________________________________________________________________________________________________________________________
Kentucky 2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Stat. §§ High Cost Home Loan
360.100 et seq.
Effective June 24, 2003
___________________________________________________________________________________________________________________________________________________________
Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. High Rate High Fee Mortgage
Effective September 29, 1995 and as amended from time to time
___________________________________________________________________________________________________________________________________________________________
Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. High Cost Home Loan
§§ 40.01 et seq.
Effective March 22, 2001 and amended from time to time
___________________________________________________________________________________________________________________________________________________________
Massachusetts Predatory Home Loan Practices Act High Cost Home Mortgage Loan
Mass. Gen. Laws ch. 183C, §§ 1 et seq.
Effective November 7, 2004
___________________________________________________________________________________________________________________________________________________________
Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Home Loan
Effective October 1, 2003
___________________________________________________________________________________________________________________________________________________________
New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. High Cost Home Loan
§§ 46:10B-22 et seq.
Effective for loans closed on or after November 27, 2003
___________________________________________________________________________________________________________________________________________________________
New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. High Cost Home Loan
Effective as of January 1, 2004; Revised as of February 26, 2004
___________________________________________________________________________________________________________________________________________________________
New York N.Y. Banking Law Article 6-l High Cost Home Loan
Effective for applications made on or after April 1, 2003
___________________________________________________________________________________________________________________________________________________________
North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. High Cost Home Loan
Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003 (adding open-end
lines of credit)
___________________________________________________________________________________________________________________________________________________________
Ohio H.B. 386 (codified in various sections of the Ohio Code), Ohio Covered Loan
Rev. Code Xxx. §§ 1349.25 et seq.
Effective May 24, 2002
___________________________________________________________________________________________________________________________________________________________
Oklahoma Consumer Credit Code (codified in various sections of Title 14A) Subsection 10 Mortgage
Effective July 1, 2000; amended effective January 1, 2004
___________________________________________________________________________________________________________________________________________________________
South Carolina South Carolina High Cost and Consumer Home Loans Act, S.C. Code High Cost Home Loan
Xxx. §§ 37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
___________________________________________________________________________________________________________________________________________________________
West Virginia West Virginia Residential Mortgage Lender, Broker and Servicer West Virginia Mortgage Loan Act Loan
Act, W. Va. Code Xxx. §§ 31-17-1 et seq.
Effective June 5, 2002
___________________________________________________________________________________________________________________________________________________________
Standard & Poor's Covered Loan Categorization
___________________________________________________________________________________________________________________________________________________________
State/Jurisdiction Name of Anti-Predatory Lending Category under Applicable
Law/Effective Date Anti-Predatory Lending Law
____________________________________________________________________________________________________________________________________________________________
Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Covered Loan
Effective October 1, 2002 - March 6, 2003
___________________________________________________________________________________________________________________________________________________________
New Jersey New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. Covered Home Loan
§§ 46:10B-22 et seq.
Effective November 27, 2003 - July 5, 2004
___________________________________________________________________________________________________________________________________________________________
Standard & Poor's Home Loan Categorization
___________________________________________________________________________________________________________________________________________________________
State/Jurisdiction Name of Anti-Predatory Lending Category under Applicable
Law/Effective Date Anti-Predatory Lending Law
____________________________________________________________________________________________________________________________________________________________
Georgia (Oct. 1, 2002 - Mar. 6, 2003) Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Home Loan
Effective October 1, 2002 - March 6, 2003
___________________________________________________________________________________________________________________________________________________________
New Jersey New Jersey Home Ownership Security Home Loan
Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective for loans closed on or after November 27, 2003
___________________________________________________________________________________________________________________________________________________________
New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Home Loan
Effective as of January 1, 2004; Revised as of February 26, 2004
___________________________________________________________________________________________________________________________________________________________
North Carolina Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Consumer Home Loan
Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003 (adding open-end
lines of credit)
___________________________________________________________________________________________________________________________________________________________
South Carolina South Carolina High Cost and Consumer Home Loans Act, S.C. Code Consumer Home Loan
Xxx. §§ 37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
___________________________________________________________________________________________________________________________________________________________
SCHEDULE A
REQUIRED RATINGS FOR EACH CLASS OF OFFERED CERTIFICATES
Offered Certificates S&P Xxxxx'x
________________________________________________________________________
Class I-A-1 AAA Aaa
Class I-A-2 AAA Aaa
Grantor Trust Class I-A-3 AAA Aaa
Class I-X-1 AAA Aaa
Class I-X-2 AAA Aaa
Class II-A-1 AAA Aaa
Class II-A-2A AAA Aaa
Grantor Trust Class II-A-2B AAA Aaa
Class II-A-3 AAA Aaa
Class I-B-1 AA+ Aaa
Class I-B-2 AA Aa1
Class I-B-3 AA- Aa1
Class I-B-4 A+ Aa2
Class I-B-5 A Aa3
Class I-B-6 A- A1
Class I-B-7 BBB+ A2
Class I-B-8 BBB Baa1
Class I-B-9 BBB- Baa2
Class II-B-1 AA Aa1
Class II-B-2 A Aa3
Class II-B-3 BBB+ A2
Class II-B-4 BBB A3
Class XX-X-0 XXX- Xxx0
Xxxx of the above ratings has been lowered, qualified or withdrawn since the dates of issuance of such
ratings by the Rating Agencies.
SCHEDULE B
MORTGAGE LOAN SCHEDULE
(A copy has been provided to the Purchaser and the Trustee)
EXHIBIT K
LOAN LEVEL FORMAT FOR TAPE INPUT,
SERVICER PERIOD REPORTING
The format for the tape should be:
1. Record length of 240
2. Blocking factor of 07 records per block
3. ASCII
4. Unlabeled tape
5. 6250 or 1600 BPI (please indicate)
COBOL
Field Name Position Length "picture"
__________________________________________________________________________________________________
[Reserved] 001-002 2 "01"
Unit Code 003-004 2 " "
Loan Number 005-014 10 X(10)
Borrower Name 015-034 20 X(20)
Old Payment Amount 035-045 11 S9(9)V9(02)
Old Loan Rate 046-051 6 9(2)V9(04)
Servicer Fee Rate 052-057 6 9(2)V9(04)
Servicer Ending Balance 058-068 11 S9(9)V9(02)
Servicer Next Due Date 069-076 8 CCYYMMDD
Curtail Amt 1 - Before 077-087 11 S9(9)V9(02)
Curtail Date 1 088-095 8 CCYYMMDD
Curtail Amt 1 - After 096-106 11 S9(9)V9(02)
Curtail Amt 2 - Before 107-117 11 S9(9)V9(02)
Curtail Date 2 118-125 8 CCYYMMDD
Curtail Amt 2 - After 126-136 11 S9(9)V9(02)
Curtail Amt 3 - Before 137-147 11 S9(9)V9(02)
Curtail Date 3 148-155 8 CCYYMMDD
Curtail Amt 3 - After 156-166 11 S9(9)V9(02)
New Payment Amount 167-177 11 S9(9)V9(02)
New Loan Rate 178-183 6 9(2)V9(04)
Index Rate 184-189 6 9(2)V9(04)
Remaining Term 190-192 3 9(3)
Liquidation Amount 193-203 11 S9(9)V9(02)
Action Code 204-205 2 X(02)
Scheduled Principal 206-216 11 S9(9)V9(02)
Scheduled Interest 217-227 11 S9(9)V9(02)
Scheduled Ending Balance 228-238 11 S9(9)V9(02)
FILLER 239-240 2 X(02)
Trailer Record:
Number of Records 001-006 6 9(06)
FILLER 000-000 000 X(234)
Field Names and Descriptions:
Field Name Description
__________________________________________________________________________________________________
[Reserved] Hard code as "01" used internally
Unit Code Hard code as " " used internally
Loan Number Investor's loan number
Borrower Name Last name of borrower
Old Payment Amount P&I amount used for the applied payment
Old Loan Rate Gross interest rate used for the applied payment
Servicer Fee Rate Servicer's fee rate
Servicer Ending Balance Ending actual balance after a payment has been applied
Servicer Next Due Date Borrower's next due date for a payment
Curtailment Amount 1 - Before Amount of curtailment applied before the payment
Curtailment Date 1 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 1 - After Amount of curtailment applied after the payment
Curtailment Amount 2 - Before Amount of curtailment applied before the payment
Curtailment Date 2 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 2 - After Amount of curtailment applied after the payment
Curtailment Amount 3 - Before Amount of curtailment applied before the payment
Curtailment Date 3 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 3 - After Amount of curtailment applied after the payment
New Payment Amount For ARM, Equal, or Buydown loans, when a payment change
occurs, this is the scheduled payment
New Loan Rate For ARM loans, when the gross interest rate change occurs,
this is the scheduled rate
Index Rate For ARM loans, the index rate used in calculating the new
gross interest rate
Remaining Term For ARM loans, the number of months left on the loan used
to determine the new P&I amount
Liquidation Amount The payoff amount of the loan
Action Code For delinquent loans:
12 -- Relief Provisions
15 -- Bankruptcy/Litigation
20 -- Referred for Deed-in-lieu, short sale
30 -- Referred to attorney to begin foreclosure
60 -- Loan Paid in full
70 -- Real Estate Owned
Scheduled Principal Amount of principal from borrower payment due to
bondholder
Scheduled Interest Amount of interest from borrower payment due to bondholder
Scheduled Ending Balance Ending scheduled balance of loan
FILLER Should be filled with spaces
EXHIBIT L
REPORTING DATA FOR DEFAULTED LOANS
Data must be submitted to Xxxxx Fargo Bank in an Excel spreadsheet format with fixed field names and
data type. The Excel spreadsheet should be used as a template consistently every month when submitting
data.
Table: Delinquency
Name Type Size
___________________________________________________________________________________________________________
Servicer Loan # Number (Double) 8
Investor Loan # Number (Double) 8
Borrower Name Text 20
Address Text 30
State Text 2
Due Date Date/Time 8
Action Code Text 2
FC Received Date/Time 8
File Referred to Atty Date/Time 8
NOD Date/Time 8
Complaint Filed Date/Time 8
Sale Published Date/Time 8
Target Sale Date Date/Time 8
Actual Sale Date Date/Time 8
Loss Mit Approval Date Date/Time 8
Loss Mit Type Text 5
Loss Mit Estimated Completion Date Date/Time 8
Loss Mit Actual Completion Date Date/Time 8
Loss Mit Broken Plan Date Date/Time 8
BK Chapter Text 6
BK Filed Date Date/Time 8
Post Petition Due Date/Time 8
Motion for Relief Date/Time 8
Lift of Stay Date/Time 8
RFD Text 10
Occupant Code Text 10
Eviction Start Date Date/Time 8
Eviction Completed Date Date/Time 8
List Price Currency 8
List Date Date/Time 8
Accepted Offer Price Currency 8
Accepted Offer Date Date/Time 8
Estimated REO Closing Date Date/Time 8
Actual REO Sale Date Date/Time 8
o Items in bold are MANDATORY FIELDS. We must receive information in those fields every month in
order for your file to be accepted.
The Action Code Field should show the applicable numeric code to indicate that a special action is being
taken. The Action Codes are the following:
12-Relief Provisions
15-Bankruptcy/Litigation
20-Referred for Deed-in-Lieu
30-Referred fore Foreclosure
00-Xxxxxx
00-Xxxxxxxxxx
00-XXX-Xxxx for Sale
71-Third Party Sale/Condemnation
72-REO-Pending Conveyance-Pool Insurance claim filed
Xxxxx Fargo Bank will accept alternative Action Codes to those above, provided that the Codes are
consistent with industry standards. If Action Codes other than those above are used, the Servicer must
supply Xxxxx Fargo Bank with a description of each of the Action Codes prior to sending the file.
Description of Action Codes:
Action Code 12 - To report a Mortgage Loan for which the Borrower has been granted relief for curing a
delinquency. The Action Date is the date the relief is expected to end. For military indulgence, it
will be three months after the Borrower's discharge from military service.
Action Code 15 - To report the Borrower's filing for bankruptcy or instituting some other type of
litigation that will prevent or delay liquidation of the Mortgage Loan. The Action Date will be either
the date that any repayment plan (or forbearance) instituted by the bankruptcy court will expire or an
additional date by which the litigation should be resolved.
Action Code 20 - To report that the Borrower has agreed to a deed-in-lieu or an assignment of the
property. The Action Date is the date the Servicer decided to pursue a deed-in-lieu or the assignment.
Action Code 30 - To report that the decision has been made to foreclose the Mortgage Loan. The Action
Date is the date the Servicer referred the case to the foreclosure attorney.
Action Code 60 - To report that a Mortgage Loan has been paid in full either at, or prior to, maturity.
Action Code 65 - To report that the Servicer is repurchasing the Mortgage Loan.
Action Code 70 - To report that a Mortgage Loan has been foreclosed or a deed-in-lieu of foreclosure has
been accepted, and the Servicer, on behalf of the owner of the Mortgage Loan, has acquired the property
and may dispose of it. The Action Date is the date of the foreclosure sale or, for deeds-in-lieu, the
date the deed is recorded on behalf of the owner of the Mortgage Loan.
Action Code 71 - To report that a Mortgage Loan has been foreclosed and a third party acquired the
property, or a total condemnation of the property has occurred. The Action Date is the date of the
foreclosure sale or the date the condemnation award was received.
Action Code 72 - To report that a Mortgage Loan has been foreclosed, or a deed-in-lieu has been
accepted, and the property may be conveyed to the mortgage insurer and the pool insurance claim has been
filed. The Action Date is the date of the foreclosure sale, or, for deeds-in-lieu, the date of the deed
for conventional mortgages.
The Loss Mit Type field should show the approved Loss Mitigation arrangement. The following are
acceptable:
ASUM- Approved Assumption
BAP- Borrower Assistance Program
CO- Charge Off
DIL- Deed-in-Lieu
FFA- Formal Forbearance Agreement
MOD- Loan Modification
PRE- Pre-Sale
SS- Short Sale
MISC- Anything else approved by the PMI or Pool Insurer
Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are
consistent with industry standards. If Loss Mitigation Types other than those above are used, the
Servicer must supply Xxxxx Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The Occupant Code field should show the current status of the property. The acceptable codes are:
Mortgagor
Tenant
Unknown
Vacant
EXHIBIT M
FORM OF SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated [_], 2007 (this "Instrument"),
between Structured Asset Mortgage Investments II Inc., as seller (the "Mortgage Loan Seller"), and Xxxxx
Fargo Bank, National Association, as trustee of the Bear Xxxxxxx Mortgage Funding Trust 2007-AR4,
Mortgage Pass-Through Certificates, Series 2007-AR4, as purchaser (the "Trustee"), and pursuant to the
Pooling and Servicing Agreement, dated as of April 1, 2007 (the "Pooling and Servicing Agreement"),
among the Mortgage Loan Seller, as the seller, Xxxxx Fargo Bank, National Association, as trustee, EMC
Mortgage Corporation, as servicer and sponsor, the Mortgage Loan Seller and the Trustee agree to the
sale by the Mortgage Loan Seller and the purchase by the Trustee in trust, on behalf of the Trust, of
the Subsequent Mortgage Loans listed on the Schedule of Mortgage Loans attached to this Instrument as
Exhibit 1 hereto (the "Subsequent Mortgage Loans").
Capitalized terms used but not otherwise defined herein shall have the meanings set
forth in the Pooling and Servicing Agreement.
Section 1. Conveyance of Subsequent Mortgage Loans.
(a) The Mortgage Loan Seller does hereby sell, transfer, assign, set over and
convey to the Trustee in trust, on behalf of the Trust, without recourse, all of its right, title and
interest in and to the Subsequent Mortgage Loans, and including all amounts due or accruing on the
Subsequent Mortgage Loans on and after the related Subsequent Cut-Off Date, and all items with respect
to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.07 of the Pooling and Servicing
Agreement; provided, however, that the Mortgage Loan Seller reserves and retains all right, title and
interest in and to amounts due on the Subsequent Mortgage Loans prior to the related Subsequent Cut-Off
Date. The Mortgage Loan Seller, contemporaneously with the delivery of this Agreement, has delivered or
caused to be delivered to the Trustee each item with respect to the Subsequent Mortgage Loans set forth
in Section 2.01 of the Pooling and Servicing Agreement and the other items in the related Mortgage
Files. The transfer to the Trustee by the Mortgage Loan Seller of the Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule shall be absolute and is intended by the Mortgage Loan Seller,
the Mortgage Loan Seller, the Servicer, the Trustee and the Certificateholders to constitute and to be
treated as a sale of the Subsequent Mortgage Loans by the Mortgage Loan Seller to the Trust Fund.
(b) The Mortgage Loan Seller, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the
benefit of the Certificateholders all the right, title and interest of the Mortgage Loan Seller in, to
and under the Subsequent Mortgage Loan Purchase Agreement, dated as of [_____], between EMC Mortgage
Corporation, as seller, and the Mortgage Loan Seller, as purchaser (the "Purchase Agreement").
Section 2. Representations and Warranties; Conditions Precedent.
(c) The Mortgage Loan Seller hereby confirms that each of the conditions precedent
and the representations and warranties set forth in Section 2.07 of the Pooling and Servicing Agreement
are satisfied as of the date hereof.
(d) All terms and conditions of the Pooling and Servicing Agreement are hereby
ratified and confirmed; provided, however, that in the event of any conflict, the provisions of this
Instrument shall control over the conflicting provisions of the Pooling and Servicing Agreement.
Section 3. Recordation of Instrument.
To the extent permitted by applicable law, this Instrument, or a memorandum thereof if
permitted under applicable law, is subject to recordation in all appropriate public offices for real
property records in all of the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the Certificateholders' expense on
direction of the related Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests of the Certificateholders
or is necessary for the administration or servicing of the Subsequent Mortgage Loans.
Section 4. Governing Law.
This Instrument shall be construed in accordance with the laws of the State of New
York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance
with such laws, without giving effect to principles of conflicts of law.
Section 5. Counterparts.
This Instrument may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an
original; such counterparts, together, shall constitute one and the same instrument.
Section 6. Successors and Assigns.
This Instrument shall inure to the benefit of and be binding upon the Mortgage Loan
Seller and the Trustee and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first
above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Mortgage Loan Seller
By: _______________________________________________
Name:
Title:
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By: _______________________________________________
Name:
Title:
EXHIBIT 1
SUBSEQUENT MORTGAGE LOANS
EXHIBIT N
FORM OF CORRIDOR CONTRACTS
SCHEDULE
to the
ISDA®
International Swaps and Derivatives Association, Inc.
MASTER AGREEMENT
dated as of April 30, 2007
between BEAR XXXXXXX FINANCIAL PRODUCTS INC., a corporation organized under the laws of Delaware ("Bear
Xxxxxxx"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE FOR BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4 a common law trust organized under the laws of the State of New
York ("Counterparty").
Reference is hereby made to the Pooling and Servicing Agreement, dated as of April 1, 2007 between Xxxxx
Fargo Bank, National Association as trustee (the "Trustee"), Structured Asset Mortgage Investments II
Inc. as depositor (the ""Depositor") and EMC Mortgage Corporation as servicer, sponsor and company
("Servicer", "Sponsor" and "Company") (the "Pooling and Servicing Agreement").
Part 1. Termination Provisions.
For purposes of this Agreement:
(a) "Specified Entity" will not apply to Bear Xxxxxxx or Counterparty for any purpose.
(b) "Specified Transactions" will not apply to Bear Xxxxxxx or Counterparty for any purpose.
(c) The "Failure to Pay or Deliver" provisions of Section 5(a)(i) will apply to Bear Xxxxxxx and will
apply to Counterparty; provided that notwithstanding anything to the contrary in Section 5(a)(i)
or Paragraph 7 of the Credit Support Annex, any failure by Bear Xxxxxxx to comply with or perform
any obligation to be complied with or performed by Bear Xxxxxxx under the Credit Support Annex
shall not constitute an Event of Default under Section 5(a)(i) unless (A) a Xxxxx'x Second Level
Downgrade has occurred and been continuing for 30 or more Local Business Days and (B) such
failure is not remedied on or before the third Local Business Day after notice of such failure is
given to Bear Xxxxxxx.
(d) The "Breach of Agreement" provisions of Section 5(a)(ii) will apply to Bear Xxxxxxx and will not
apply to Counterparty.
(e) The "Credit Support Default" provisions of Section 5(a)(iii) will apply to (x) Bear Xxxxxxx;
provided that notwithstanding anything to the contrary in Section 5(a)(iii)(1), any failure by
Bear Xxxxxxx to comply with or perform any obligation to be complied with or performed by Bear
Xxxxxxx under the Credit Support Annex shall not constitute an Event of Default under Section
5(a)(iii) unless (A) a Xxxxx'x Second Level Downgrade has occurred and been continuing for 30 or
more Local Business Days and (B) such failure is not remedied on or before the third Local
Business Day after notice of such failure is given to Bear Xxxxxxx and (y) Counterparty solely in
respect of Counterparty's obligations under Paragraph 3(b) of the Credit Support Annex.
(f) The "Misrepresentation" provisions of Section 5(a)(iv) will apply to Bear Xxxxxxx and will not
apply to Counterparty.
(g) The "Default under Specified Transaction" provisions of Section 5(a)(v) will not apply to Bear
Xxxxxxx or Counterparty.
(h) The "Cross Default" provisions of Section 5(a)(vi) will apply to Bear Xxxxxxx and will not apply
to Counterparty.
"Specified Indebtedness" will have the meaning specified in Section 14.
"Threshold Amount" means USD 100,000,000.
(i) The "Bankruptcy" provisions of Section 5(a)(vii) will apply to Bear Xxxxxxx and will apply to
Counterparty except that the provisions of Section 5(a)(vii)(2), (6) (to the extent that such
provisions refer to any appointment contemplated or effected by the Pooling and Servicing
Agreement or any appointment to which Counterparty has not become subject to), (7) and (9) will
not apply to Counterparty; provided that, with respect to Counterparty only, Section 5(a)(vii)(4)
is hereby amended by adding after the words "against it" the words "(excluding any proceeding or
petition instituted or presented by Bear Xxxxxxx)", and Section 5(a)(vii)(8) is hereby amended by
deleting the words "to (7) inclusive" and inserting lieu thereof ", (3), (4) as amended, (5) or
(6) as amended".
(j) The "Tax Event Upon Merger" provisions of Section 5(b)(iii) will apply to Bear Xxxxxxx and will
apply to Counterparty; provided that Bear Xxxxxxx shall not be entitled to designate an Early
Termination Date by reason of a Tax Event upon Merger in respect of which it is the Affected
Party.
(k) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to Bear Xxxxxxx or
Counterparty.
(l) The "Automatic Early Termination" provision of Section 6(a) will not apply to Bear Xxxxxxx or to
Counterparty.
(m) Payments on Early Termination. For the purpose of Section 6(e) of this Agreement:
(1) Market Quotation will apply; and
(2) the Second Method will apply;
provided that if Bear Xxxxxxx is the Defaulting Party or the sole Affected Party, the
following provisions will apply:
(A) Section 6(e) of this Agreement will be amended by inserting on the
first line "or is effectively designated" after "If an Early Termination Date
occurs";
(B) The definition of Market Quotation in Section 14 shall be deleted in
its entirety and replaced with the following:
"Market Quotation" means, with respect to one or more Terminated
Transactions, and a party making the determination, an amount
determined on the basis of Firm Offers from Reference Market-makers
that are Eligible Replacements. Each Firm Offer will be (1) for an
amount that would be paid to Counterparty (expressed as a negative
number) or by Counterparty (expressed as a positive number) in
consideration of an agreement between Counterparty and such Reference
Market-maker to enter into a Replacement Transaction and (2) made on
the basis that Unpaid Amounts in respect of the Terminated Transaction
or group of Transactions are to be excluded but, without limitation,
any payment or delivery that would, but for the relevant Early
Termination Date, have been required (assuming satisfaction of each
applicable condition precedent) after that Early Termination Date is to
be included. The party making the determination (or its agent) will
request each Reference Market-maker to provide its Firm Offer to the
extent reasonably practicable as of the same day and time (without
regard to different time zones) on or as soon as reasonably practicable
after the designation or occurrence of the relevant Early Termination
Date. The day and time as of which those Firm Offers are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged,
after consultation with the other. The Market Quotation shall be the
Firm Offer actually accepted by Counterparty no later than the Business
Day preceding the Early Termination Date. If no Firm Offers are
provided by the Business Day preceding the Early Termination Date, it
will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Transactions cannot be determined.
(C) Counterparty shall use best efforts to accept a Firm Offer that would
determine the Market Quotation. If more than one Firm Offer (which, if
accepted, would determine the Market Quotation) is provided, Counterparty shall
accept the Firm Offer (among such Firm Offers) which would require either (x)
the lowest payment by the Counterparty to the Reference Market-maker, to the
extent Counterparty would be required to make a payment to the Reference
Market-maker or (y) the highest payment from the Reference Market-maker to
Counterparty, to the extent the Reference Market-maker would be required to make
a payment to the Counterparty. If only one Firm Offer (which, if accepted,
would determine the Market Quotation) is provided, Counterparty shall accept
such Firm Offer.
(D) Upon the written request by Counterparty to Bear Xxxxxxx, Bear Xxxxxxx
shall obtain the Market Quotations on behalf of Counterparty.
(E) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of
this Agreement shall be deleted in its entirety and replaced with the following:
"(3) Second Method and Market Quotation. If the Second Method and
Market Quotation apply, (I) Counterparty shall pay to Bear Xxxxxxx an
amount equal to the absolute value of the Settlement Amount in respect
of the Terminated Transactions, (II) Counterparty shall pay to Bear
Xxxxxxx the Termination Currency Equivalent of the Unpaid Amounts owing
to Bear Xxxxxxx and (III) Bear Xxxxxxx shall pay to Counterparty the
Termination Currency Equivalent of the Unpaid Amounts owing to
Counterparty; provided, however, that (x) the amounts payable under the
immediately preceding clauses (II) and (III) shall be subject to
netting in accordance with Section 2(c) of this Agreement and (y)
notwithstanding any other provision of this Agreement, any amount
payable by Bear Xxxxxxx under the immediately preceding clause (III)
shall not be netted-off against any amount payable by Counterparty
under the immediately preceding clause (I)."
(n) "Termination Currency" means United States Dollars.
(o) Additional Termination Events. Additional Termination Events will apply:
(i) If, upon the occurrence of a Cap Disclosure Event (as defined in Part 5(l)(ii) below)
Bear Xxxxxxx has not, within ten (10) calendar days after such Cap Disclosure Event
complied with any of the provisions set forth in Part 5 (l) below, then an Additional
Termination Event shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be
the sole Affected Party and all Transactions hereunder shall be Affected Transaction.
(ii) If, without the prior written consent of Bear Xxxxxxx where such consent is required
under the Pooling and Servicing Agreement, an amendment or supplemental agreement is
made to the Pooling and Servicing Agreement which amendment or supplemental agreement
could reasonably be expected to have a material adverse effect on the interests of
Bear Xxxxxxx under this Agreement, an Additional Termination Event shall have
occurred with respect to Counterparty, Counterparty shall be the sole Affected Party
and all Transactions hereunder shall be Affected Transaction.
(iv) (A) If a S&P First Level Downgrade has occurred and is continuing and Bear
Xxxxxxx fails to take any action described under Part (5)(f)(i)(1),
within the time period specified therein, then an Additional
Termination Event shall have occurred with respect to Bear Xxxxxxx,
Bear Xxxxxxx shall be the sole Affected Party with respect to such
Additional Termination Event and all Transactions hereunder shall be
Affected Transaction.
(B) If a S&P Second Level Downgrade has occurred and is continuing and Bear
Xxxxxxx fails to take any action described under Part (5)(f)(i)(2)
within the time period specified therein, then an Additional
Termination Event shall have occurred with respect to Bear Xxxxxxx,
Bear Xxxxxxx shall be the sole Affected Party with respect to such
Additional Termination Event and all Transactions hereunder shall be
Affected Transaction.
(C) If (A) a Xxxxx'x Second Level Downgrade has not occurred and been
continuing for 30 or more Local Business Days and (B) Bear Xxxxxxx has
failed to comply with or perform any obligation to be complied with or
performed by Bear Xxxxxxx in accordance with the Credit Support Annex,
then an Additional Termination Event shall have occurred with respect
to Bear Xxxxxxx and Bear Xxxxxxx shall be the sole Affected Party with
respect to such Additional Termination Event.
(D) If (A) a Xxxxx'x Second Level Downgrade has occurred and been
continuing for 30 or more Local Business Days and (B) either (i) at
least one Eligible Replacement has made a Firm Offer to be the
transferee or (ii) at least one entity that satisfies the Xxxxx'x
Approved Ratings Threshold has made a Firm Offer to provide an Eligible
Guaranty in respect of all of Bear Xxxxxxx' present and future
obligations under this Agreement, then an Additional Termination Event
shall have occurred with respect to Bear Xxxxxxx, Bear Xxxxxxx shall be
the sole Affected Party with respect to such Additional Termination
Event and all Transactions hereunder shall be Affected Transaction.
(p) Limitation on Events of Default. Notwithstanding the terms of Sections 5 and 6 of this Agreement, if
at any time and so long as the Counterparty has satisfied in full all its payment obligations under
Section 2(a)(i) of this Agreement and has at the time no future payment obligations, whether absolute or
contingent, under such Section, then unless Bear Xxxxxxx is required pursuant to appropriate proceedings
to return to the Counterparty or otherwise returns to the Counterparty upon demand of the Counterparty any
portion of any such payment, (a) the occurrence of an event described in Section 5(a) of this Agreement
with respect to the Counterparty shall not constitute an Event of Default or Potential Event of Default
with respect to the Counterparty as Defaulting Party and (b) Bear Xxxxxxx shall be entitled to designate
an Early Termination Date pursuant to Section 6 of this Agreement only as a result of the occurrence of a
Termination Event set forth in either Section 5(b)(i) or 5(b)(ii) of the ISDA Form Master Agreement with
respect to Bear Xxxxxxx as the Affected Party, or Section 5(b)(iii) with respect to Bear Xxxxxxx as the
Burdened Party.
Part 2. Tax Matters.
(a) Tax Representations.
(i) Payer Representations. For the purpose of Section 3(e) of this Agreement, each of Bear
Xxxxxxx and the Counterparty will make the following representations:
It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or
withholding for or on account of any Tax from any payment (other than interest under Section
2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this
Agreement. In making this representation, it may rely on:
(1) the accuracy of any representations made by the other party pursuant to
Section 3(f) of this Agreement;
(2) the satisfaction of the agreement contained in Sections 4(a)(i) and 4(a)(iii)
of this Agreement and the accuracy and effectiveness of any document provided by the
other party pursuant to Sections 4(a)(i) and 4(a)(iii) of this Agreement; and
(3) the satisfaction of the agreement of the other party contained in Section 4(d) of
this Agreement, provided that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not deliver a form or
document under Section 4(a)(iii) of this Agreement by reason of material prejudice to
its legal or commercial position.
(ii) Payee Representations. For the purpose of Section 3(f) of this Agreement, each of Bear
Xxxxxxx and the Counterparty make the following representations.
The following representation will apply to Bear Xxxxxxx:
Bear Xxxxxxx is a corporation organized under the laws of the State of Delaware and
its U.S. taxpayer identification number is 00-0000000.
The following representation will apply to the Counterparty:
The Counterparty hereby represents and warrants that the Counterparty is a trust
organized under the laws of the State of New York and regarded as a U.S. Person for
U.S. Federal income tax purposes.
(b) Tax Provisions.
Notwithstanding the definition of "Indemnifiable Tax" in Section 14 of this Agreement, all
Taxes in relation to payments by Bear Xxxxxxx shall be Indemnifiable Taxes (including any Tax
imposed in respect of a Credit Support Document) unless (i) such Taxes are assessed directly
against Counterparty and not by deduction or withholding by Bear Xxxxxxx or (ii) arise as a
result of a Change in Tax Law (in which case such Tax shall be an Indemnifiable Tax only if
such Tax satisfies the definition of Indemnifiable Tax provided in Section 14). In relation to
payments by Counterparty, no Tax shall be an Indemnifiable Tax.
Part 3. Agreement to Deliver Documents. For the purpose of Section 4(a) of this Agreement:
Certificate be delivered
Bear Xxxxxxx An original properly completed (i) upon execution of this Agreement, (ii)
and executed United States on or before the first payment date under
Internal Revenue Service Form this Agreement, including any Credit Support
W-9 (or any successor thereto) Document, (iii) promptly upon the reasonable
with respect to any payments demand by Counterparty, (iv) prior to the
received or to be received by expiration or obsolescence of any previously
Bear Xxxxxxx, that eliminates delivered form, and (v) promptly upon actual
U.S. federal withholding and knowledge by the Trustee the information on
backup withholding Tax on any such previously delivered form becoming
payments to Bear Xxxxxxx under inaccurate or incorrect.
this Agreement.
Counterparty An original properly completed (i) on or before the first payment date
and executed United States under this Agreement, including any Credit
Internal Revenue Service Form Support Document, (ii) promptly upon the
W-9 (or any successor thereto) reasonable demand by Bear Xxxxxxx, (iii)
with respect to any payments prior to the expiration or obsolescence of
received or to be received by any previously delivered form, and (iv)
Counterparty. promptly upon actual knowledge by the Trustee
the information on any such previously
delivered form becoming inaccurate
or incorrect.
(ii) Other documents to be delivered are:
Certificate be delivered Representation
Bear Xxxxxxx and Any documents required by the Upon the execution and Yes
the Counterparty receiving party to evidence delivery of this
the authority of the Agreement and such
delivering party or its Credit Confirmation
Support Provider, if any, for
it to execute and deliver this
Agreement, any Confirmation,
and any Credit Support
Documents to which it is a
party, and to evidence the
authority of the delivering
party or its Credit Support
Provider to perform its
obligations under this
Agreement, such Confirmation
and/or Credit Support
Document, as the case may be
Bear Xxxxxxx and A certificate of an authorized Upon the execution and Yes
the Counterparty officer of the party, as to delivery of this
the incumbency and authority Agreement and such
of the respective officers of Confirmation
the party signing this
Agreement, any relevant Credit
Support Document, or any
Confirmation, as the case may
be
Bear Xxxxxxx and An opinion of counsel of such Upon the execution and No
the Counterparty party regarding the delivery of this Agreement
enforceability of this
Agreement in a form reasonably
satisfactory to the other
party.
Counterparty An executed copy of the Concurrently with filing No
Pooling and Servicing of each draft of the
Agreement. Pooling and Servicing
Agreement with the U.S.
Securities and Exchange
Commission
Part 4 Miscellaneous.
(a) Address for Notices: For the purposes of Section 12(a) of this Agreement:
Address for notices or communications to Bear Xxxxxxx:
Address: 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: DPC Manager
Facsimile: (000) 000-0000
with a copy to:
Address: Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
Attention: Derivative Operations - 7th Floor
Facsimile: (000) 000-0000
(For all purposes)
Address for notices or communications to the Counterparty:
Address: Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xx.
Xxxxxxxx, XX 00000
Attention: Client Manager, BSMF-AR4
Facsimile: 000-000-0000
Phone: 000-000-0000
(For all purposes)
(b) Process Agent. For the purpose of Section 13(c) of this Agreement:
Bear Xxxxxxx appoints as its
Process Agent: Not Applicable
The Counterparty appoints as its
Process Agent: Not Applicable
(c) Offices. The provisions of Section 10(a) of this Agreement will not apply to this Agreement;
neither Bear Xxxxxxx nor the Counterparty have any Offices other than as set forth in the Notices
Section.
(d) Multibranch Party. For the purpose of Section 10(c) of this Agreement:
Bear Xxxxxxx is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
(e) Credit Support Document.
Bear Xxxxxxx: The Credit Support Annex and any guaranty in support of Bear Xxxxxxx'
obligations under this Agreement.
Counterparty: The Credit Support Annex.
(f) Credit Support Provider.
Bear Xxxxxxx: The guarantor under any guaranty in support of Bear Xxxxxxx'
obligations under this Agreement.
Counterparty: Not Applicable
(g) Governing Law. The parties to this Agreement hereby agree that the law of the State of New York
shall govern their rights and duties in whole, without regard to the conflict of law provisions
thereof other than New York General Obligations Law Sections 5-1401 and 5-1402.
(h) Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in the second line of subparagraph
(i) thereof the word "non-", (ii) deleting "; and" from the end of subparagraph 1 and inserting
"." in lieu thereof, and (iii) deleting the final paragraph thereof.
(i) "Affiliate": Bear Xxxxxxx and Counterparty shall be deemed not to have any Affiliates for purposes
of this Agreement, including for purposes of Section 6(b)(ii) of this Agreement.
(j) Netting of Payments. The parties agree that subparagraph (ii) of Section 2(c) of this Agreement
will apply to each Transaction.
Part 5. Other Provisions.
(a) Section 3 of this Agreement is hereby amended by adding at the end thereof the following subsection
(g):
"(g) Relationship Between Parties.
Each party represents to the other party on each date when it enters into a
Transaction that:
(1) Nonreliance. (i) It is acting for its own account, (ii) it is not relying on any
statement or representation of the other party regarding the Transaction (whether written
or oral), other than the representations expressly made in this Agreement or the
Confirmation in respect of that Transaction and (iii) it has consulted with its own
legal, regulatory, tax, business, investment, financial and accounting advisors to the
extent it has deemed necessary, (iv) it has made its own investment, hedging and trading
decisions based upon its own judgment and upon any advice from such advisors as it has
deemed necessary and not upon any view expressed by the other party, (v) it has made its
own independent decisions to enter into the Transaction and as to whether the Transaction
is appropriate or proper for it based upon its own judgment and upon advice from such
advisors as it has deemed necessary, (vi) it is not relying on any communication (written
or oral) of the other party as investment advice or as a recommendation to enter into
this Transaction; it being understood that information and explanations related to the
terms and conditions of this Transaction shall not be considered investment advice or a
recommendation to enter into this Transaction and (vii) it has not received from the
other party any assurance or guaranty as to the expected results of this Transaction.
(2) Evaluation and Understanding.
(i) It has the capacity to evaluate (internally or through independent
professional advice) the Transaction and has made its own decision to enter
into the Transaction; and
(ii) It understands the terms, conditions and risks of the Transaction and is
willing and able to accept those terms and conditions and to assume those
risks, financially and otherwise.
(3) Purpose. It is entering into the Transaction for the purposes of managing its borrowings
or investments, hedging its underlying assets or liabilities or in connection with a line
of business.
(4) Status of Parties. The other party is not acting as an agent, fiduciary or advisor for
it in respect of the Transaction.
(5) Eligible Contract Participant. It constitutes an "eligible contract participant" as such
term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended.
(6) Line of Business. It has entered into this Agreement (including each Transaction
governed hereby) in conjunction with its line of business or the financing of its
business."
(b) Non-Recourse. Notwithstanding any provision herein or in this Agreement to the contrary, the
obligations of Counterparty hereunder are limited recourse obligations of Counterparty, payable solely
from the Distribution Account and the proceeds thereof, in accordance with the terms of the Pooling and
Servicing Agreement. In the event that the Distribution Account and proceeds thereof should be
insufficient to satisfy all claims outstanding and following the realization of the Distribution Account
and the proceeds thereof, any claims against or obligations of Counterparty under this Agreement or any
other confirmation thereunder still outstanding shall be extinguished and thereafter not revive. The
Counterparty and Trustee shall not have liability for any failure or delay in making a payment hereunder
to Bear Xxxxxxx due to any failure or delay in receiving amounts in the Distribution Account from the
Trust created pursuant to the Pooling and Servicing Agreement.
(c) Severability. If any term, provision, covenant, or condition of this Agreement, or the
application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole
or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall
continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable
portion eliminated, so long as this Agreement as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter of this Agreement and the deletion
of such portion of this Agreement will not substantially impair the respective benefits or expectations of
the parties.
The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable
term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition,
the economic effect of which comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
(d) Consent to Recording. Each party hereto consents to the monitoring or recording, at any time and
from time to time, by the other party of any and all communications between officers or employees of the
parties, waives any further notice of such monitoring or recording, and agrees to notify its officers and
employees of such monitoring or recording.
(e) Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect of
any Proceedings relating to this Agreement or any Credit Support Document.
(f) Rating Agency Downgrade.
(i) S&P Downgrade:
(1) In the event that a S&P First Level Downgrade occurs and is continuing, then within 30
days after such rating downgrade, Bear Xxxxxxx shall, subject to the Rating Agency
Condition with respect to S&P, at its own expense, either (i) procure a Permitted
Transfer, (ii) obtain an Eligible Guaranty or (iii) post collateral in accordance with
the Credit Support Annex.
(2) In the event that a S&P Second Level Downgrade occurs and is continuing, then within 10
Local Business Days after such rating withdrawal or downgrade, Bear Xxxxxxx shall,
subject to the Rating Agency Condition with respect to S&P, at its own expense, either
(i) procure a Permitted Transfer or (ii) obtain an Eligible Guaranty.
(ii) Moody's Downgrade.
(1) In the event that a Moody's Second Level Downgrade occurs and is continuing, Bear Xxxxxxx
shall as soon as reasonably practicable thereafter, at its own expense and using
commercially reasonable efforts, either (i) procure a Permitted Transfer or (ii) obtain
an Eligible Guaranty.
(g) Payment Instructions. Bear Xxxxxxx hereby agrees that, unless notified in writing by the Trustee of
other payment instructions, any and all amounts payable by Bear Xxxxxxx to the Counterparty under this
Agreement shall be paid to the Trustee at the account specified herein.
(h) Amendment.. No amendment, waiver, supplement or other modification of this Transaction shall be
permitted by either party unless (i) each of S&P and Moody's have been provided notice of the same and
(ii) such amendment, waiver, supplement, assignment or other modification satisfies the Rating Agency
Condition.
(i) Transfer.
(i) The first paragraph of Section 7 is hereby amended in its entirety as follows:
"Subject to Section 6(b)(ii), Part 5(f) and Part 5(j), neither this Agreement nor any
interest or obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) without (a) the prior written consent of the other party (which
consent shall be deemed given by Counterparty if the transfer, novation or assignment is
to an Eligible Replacement) and such Eligible Replacement provides an indemnity with
respect to Regulation AB matters that is satisfactory to the Depositor and (b)
satisfaction of the Rating Agency Condition with respect to S&P, except that:"
(ii) If an entity has made a Firm Offer (which remains an offer that will become legally
binding upon acceptance by Counterparty) to be the transferee of a transfer, Counterparty shall,
at Bear Xxxxxxx' written request and at Bear Xxxxxxx' expense, take any reasonable steps required
to be taken by Counterparty to effect such transfer.
(j) Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words "or
if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party," and (ii) deleting the last
paragraph thereof and inserting the following:
"Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(i), any
transfer by Bear Xxxxxxx under this Section 6(b)(ii) shall not require the consent of
Counterparty; provided that:
(i) the transferee (the "Transferee") is an Eligible Replacement and such Eligible
Replacement provides an indemnity with respect to Regulation AB matters that is satisfactory to
the Depositor;
(ii) if the Transferee is domiciled in a different country or political subdivision thereof
from both Bear Xxxxxxx and Counterparty, such transfer satisfies the Rating Agency
Condition;
(iii) the Transferee will not, as a result of such transfer, be required on the next
succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except
in respect of default interest) amounts in excess of that which Bear Xxxxxxx would, on
the next succeeding Scheduled Payment Date have been required to so withhold or deduct
unless the Transferee would be required to make additional payments pursuant to
Section 2(d) (i)(4) corresponding to such excess;
(iv) a Termination Event or Event of Default does not occur as a result of such transfer;
and
(v) the Transferee confirms in writing that it will accept all of the interests and
obligations in and under this Agreement which are to be transferred to it in
accordance with the terms of this provision.
On and from the effective date of any such transfer to the Transferee, Bear Xxxxxxx will be fully
released from any and all obligations hereunder."
(k) Proceedings. Bear Xxxxxxx shall not institute against or cause any other person to institute
against, or join any other person in instituting against, the Counterparty created pursuant to the
Pooling and Servicing Agreement, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any federal or state bankruptcy, dissolution or similar law, for
a period of one year and one day (or, if longer, the applicable preference period) following
indefeasible payment in full of the Group II Certificates as defined under the Pooling and Servicing
Agreement (the "Certificates").
(l) Compliance with Regulation AB.
(i) Bear Xxxxxxx agrees and acknowledges that Structured Asset Mortgage Investments II Inc. (the
"Depositor") is required under Regulation AB as defined under the Pooling and Servicing Agreement,
to disclose certain financial information regarding Bear Xxxxxxx or its group of affiliated
entities, if applicable, depending on the aggregate "significance percentage" of this Agreement
and any other derivative contracts between Bear Xxxxxxx or its group of affiliated entities, if
applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of
Regulation AB.
(ii) It shall be a cap disclosure event ("Cap Disclosure Event") if, on any Business Day after the date
hereof, the Depositor requests from Bear Xxxxxxx the applicable financial information described in
Item 1115 of Regulation AB (such request to be based on a reasonable determination by Depositor,
in good faith, that such information is required under Regulation AB) (the "Cap Financial
Disclosure").
(iii)Upon the occurrence of a Cap Disclosure Event, Bear Xxxxxxx, within 10 calendar days, at its own
expense, shall (1)(a) either (i) provide to Depositor the current Cap Financial Disclosure in an
XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or
Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to Depositor to
incorporation by reference of such current Cap Financial Disclosure that are filed with the
Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act,
(b) if applicable, cause its outside accounting firm to provide its consent to filing or
incorporation by reference of such accounting firm's report relating to their audits of such
current Cap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to
the Depositor any updated Cap Financial Disclosure with respect to Bear Xxxxxxx or any entity that
consolidates Bear Xxxxxxx within five days of the release of any such updated Cap Financial
Disclosure; (2) secure another entity to replace Bear Xxxxxxx as party, by way of Permitted
Transfer, to this Agreement on terms substantially similar to this Agreement, which entity (or a
guarantor therefor) meets or exceeds the Moody's Approved Ratings Thresholds and S&P Approved
Ratings Threshold and which satisfies the Rating Agency Condition and which entity is able to
comply with the requirements of Item 1115 of Regulation AB, or (3) obtain a guaranty of Bear
Xxxxxxx' obligations under this Agreement from an affiliate of Bear Xxxxxxx that is able to comply
with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause
such affiliate to provide Cap Financial Disclosure and any future Cap Financial Disclosure, such
that disclosure provided in respect of such affiliate will satisfy any disclosure requirements
applicable to the Bear Xxxxxxx. If permitted by Regulation AB, any required Cap Financial
Disclosure may be provided by incorporation by reference from reports filed pursuant to the
Exchange Act.
(iv) Bear Xxxxxxx agrees that, in the event that Bear Xxxxxxx provides Cap Financial Disclosure to
Depositor in accordance with Part 5(l)(iii)(1) or causes its affiliate to provide Cap Financial
Disclosure to Depositor in accordance with clause Part 5(l)(iii)(3), it will indemnify and hold
harmless Depositor, its respective directors or officers and any person controlling Depositor,
from and against any and all losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in such Cap Financial
Disclosure or caused by any omission or alleged omission to state in such Cap Financial Disclosure
a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
(v) If Trustee and Depositor reasonably requests, Bear Xxxxxxx shall provide such other information as
may be necessary for Depositor to comply with Item 1115 of Regulation AB.
(vi) Each of the Trustee and Depositor shall be an express third party beneficiary of this Agreement as
if a party hereto to the extent of the Trustee's and the Depositor's rights explicitly specified
in this Part 5(l).
(m) Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that:
(i) this Agreement is executed and delivered by Xxxxx Fargo Bank, National Association ("Xxxxx
Fargo"), not individually or personally but solely as Trustee on behalf of the Counterparty
(ii) each of the representations, undertakings and agreements herein made on the part of the
Counterparty is made and intended not as a personal representation, undertaking or agreement of
Xxxxx Fargo but is made and intended for the purpose of binding only the Counterparty;
(iii) nothing herein contained shall be construed as imposing any liability upon Xxxxx Fargo,
individually or personally, to perform any covenant either expressed or implied contained herein,
all such liability, if any, being expressly waived by the parties hereto and by any Person
claiming by, through or under the parties hereto; provided that nothing in this paragraph shall
relieve Xxxxx Fargo from performing its duties and obligations under the Pooling and Servicing
Agreement in accordance with the standard of care set forth therein;
(iv) under no circumstances shall Xxxxx Fargo be personally liable for the payment of any indebtedness
or expenses of the Counterparty or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Counterparty under this Agreement
or any other related documents, other than due to its negligence or willful misconduct in
performing the obligations of the Trustee under the Pooling and Servicing Agreement;
(v) any resignation or removal of Xxxxx Fargo as trustee on behalf of the Counterparty shall require
the assignment of this agreement to eligible trustee replacement;
(vi) Xxxxx Fargo has been directed, pursuant to the Pooling and Servicing Agreement, to enter into this
Agreement and to perform its obligations hereunder.
(n) Substantial Financial Transaction. Each party hereto is hereby advised and acknowledges that the
other party has engaged in (or refrained from engaging in) substantial financial transactions and has
taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the
Transaction being entered into on the terms and conditions set forth herein and in the Confirmation
relating to such Transaction, as applicable. This paragraph shall be deemed repeated on the trade date of
each Transaction.
(o) Set-Off. Except as expressly provided for in Section 2(c), Section 6 or Part 1(m)(E) hereof, and
notwithstanding any other provision of this Agreement or any other existing or future agreement, each
party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or
suspend or condition payment or performance of any obligation between it and the other party hereunder
against any obligation between it and the other party under any other agreements. Section 6(e) shall be
amended by deleting the following sentence: "The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to any Set-off."
(p) Counterparts. This Agreement may be executed in several counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.
(q) Additional Defined Terms.
(i) Capitalized terms used but nor defined herein shall have the meanings ascribed to such terms in
the Pooling and Servicing Agreement.
(ii) Additional Definitions:
"Eligible Guaranty" means an unconditional and irrevocable guaranty of all present and future payment
obligations and obligations to post collateral of Bear Xxxxxxx or an Eligible Replacement to
Counterparty under this Agreement that is provided by an Eligible Guarantor as principal debtor rather
than surety and that is directly enforceable by Counterparty, the form and substance of which guaranty
are subject to the Rating Agency Condition with respect to S&P.
"Eligible Guarantor" means an entity that has credit ratings at least equal to the Moody's Required
Ratings Threshold and S&P Approved Ratings Threshold.
"Eligible Replacement" means an entity that either (i) satisfies the S&P Approved Ratings Threshold and
the Moody's Required Ratings Threshold or (ii) provides an Eligible Guaranty from an Eligible Guarantor.
"Firm Offer" means an offer which, when made, is capable of becoming legally binding upon acceptance.
"Moody's" means Xxxxx'x Investors Service, Inc., or any successor.
"Moody's Approved Ratings Threshold" means, with respect to (i) Bear Xxxxxxx, a Moody's counterparty rating
of "A1" or above and (ii) with respect to any other entity (or its guarantor), (x) if such entity has both
a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody's and a short-term
unsecured and unsubordinated debt rating from Moody's, a long-term unsecured and unsubordinated debt rating
or counterparty rating from Moody's of "A2" or above and a short-term unsecured and unsubordinated debt
rating from Moody's of "Prime-1" or above, or (y) if such entity has only a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody's, a long-term unsecured and unsubordinated
debt rating or counterparty rating from Moody's of "A1" or above.
"Moody's First Level Downgrade" means that no Relevant Entity satisfies the Moody's Approved Rating
Threshold.
"Moody's Required Ratings Threshold" means, with respect to (i) Bear Xxxxxxx, a counterparty rating of "A3"
or above and (ii) with respect to any other entity (or its guarantor), (x) if such entity has both a
long-term unsecured and unsubordinated debt rating or counterparty rating from Moody's and a short-term
unsecured and unsubordinated debt rating from Moody's, a long-term unsecured and unsubordinated debt rating
or counterparty rating from Moody's of "A3" or above or a short-term unsecured and unsubordinated debt
rating from Moody's of "Prime-2" or above, or (y) if such entity has only a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody's, a long-term unsecured and unsubordinated
debt rating or counterparty rating from Moody's of "A3" or above.
"Moody's Second Level Downgrade" means that no Relevant Entity satisfies the Moody's Required Ratings
Threshold.
"Permitted Transfer" means a transfer by novation by Bear Xxxxxxx to an entity (the "Transferee") of all,
but not less than all, of Bear Xxxxxxx' rights, liabilities, duties and obligations under this Agreement,
with respect to which transfer each of the following conditions is satisfied: (a) the Transferee is an
Eligible Replacement that is a recognized dealer in interest rate swaps organized under the laws of the
United States of America or a jurisdiction located in the United States of America (or another jurisdiction
reasonably acceptable to Counterparty), (b) an Event of Default or Termination Event would not occur as a
result of such transfer, (c) pursuant to a written instrument (the "Transfer Agreement"), the Transferee
acquires and assumes all rights and obligations of Bear Xxxxxxx under the Agreement and the relevant
Transaction, (d) Bear Xxxxxxx will be responsible for any costs or expenses incurred in connection with
such transfer (including any replacement cost of entering into a replacement transaction); (e) either (A)
Moody's has been given prior written notice of such transfer and the Rating Agency Condition is satisfied
with respect to S&P or (B) each Rating Agency has been given prior written notice of such transfer and such
transfer is in connection with the assignment and assumption of this Agreement without modification of its
terms, other than party names, dates relevant to the effective date of such transfer, tax representations
and any other representations regarding the status of the substitute counterparty, notice information and
account details and other similar provisions; and (f) such transfer otherwise complies with the terms of
the Pooling and Servicing Agreement.
"Rating Agency" means each of Moody's and S&P.
"Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder
that the party acting or failing to act must consult with each Rating Agency then providing a rating of the
Certificates and receive from each such Rating Agency a prior written confirmation that the proposed action
or inaction would not cause a downgrade or withdrawal of its then-current rating of the Certificates.
"Relevant Entity" means Bear Xxxxxxx and any Eligible Guarantor under an Eligible Guaranty with respect to
Bear Xxxxxxx.
"Replacement Transaction" means, with respect to any Terminated Transaction or group of Terminated
Transactions, a transaction or group of transactions that (i) would have the effect of preserving for
Counterparty the economic equivalent of any payment or delivery (whether the underlying obligation was
absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties
under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that
would, but for the occurrence of the relevant Early Termination Date, have been required after that Date,
and (ii) has terms which are substantially the same as this Agreement, including, without limitation,
rating triggers, Regulation AB compliance, and credit support documentation, as determined by Counterparty
in its sole discretion, acting in a commercially reasonable manner.
"S&P" means Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc.
"S&P Approved Ratings Threshold" means with respect to (i) Bear Xxxxxxx, a counterparty rating of "A+" or
above and (ii) with respect to any other entity (or its guarantor), a short-term unsecured and
unsubordinated debt rating from S&P of "A-1" or above, or, if such entity does not have a short-term
unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating
from S&P of "A+ or above.
"S&P First Level Downgrade" means that no Relevant Entity satisfies the S&P Approved Rating Threshold.
"S&P Required Ratings Threshold" means with respect to (i) Bear Xxxxxxx, a counterparty rating of "BBB" or
above and (ii) with respect to any other entity (or its guarantor), a long-term unsecured and
unsubordinated debt rating from S&P of "BBB-" or above.
"S&P Second Level Downgrade" means that no Relevant Entity satisfies the S&P Required Rating Thresholds.
(r) Agent for Counterparty. Bear Xxxxxxx acknowledges that Counterparty has appointed the Trustee as
its agent under Pooling and Servicing Agreement to carry out certain functions on behalf of Counterparty,
and that the Trustee shall be entitled to give notices and to perform and satisfy the obligations of
Counterparty hereunder on behalf of Counterparty.
(s) Rating Agency Notifications. Except as otherwise provided herein, no Early Termination Date
shall be effectively designated hereunder shall be made by either party unless each Rating Agency has been
given prior written notice of such designation.
IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized officers as of the
date hereof.
BEAR XXXXXXX FINANCIAL PRODUCTS INC.
By:_______________________________________
Name:
Title:
XXXXX FARGO BANK, NATIONAL ASSOCIATION, NOT INDIVIDUALLY,
BUT SOLELY AS TRUSTEE FOR BEAR XXXXXXX MORTGAGE FUNDING
TRUST 2007-AR4
By:_______________________________________
Name:
Title:
UNILATERAL CSA SCHEDULE(1)
Pledgor: BEAR XXXXXXX FINANCIAL PRODUCTS INC. (the "Pledgor")
Secured Party: XXXXX FARGO BANK, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE FOR BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-AR4
(the "Secured Party")
Paragraph 13. Elections and Variables
(a) Security Interest for "Obligations". The term "Obligations" as used in this Annex includes no
"additional obligations" within the meaning of Paragraph 12.
(b) Credit Support Obligations.
(i) Delivery Amount, Return Amount and Credit Support Amount.
(1) Delivery Amount. Paragraph 3(a) shall be amended by replacing the words "upon a
demand made by the Secured Party on or promptly following a Valuation Date" with the words
"on each Valuation Date". The "Delivery Amount" with respect to Pledgor for any Valuation
Date shall equal the greatest of:
(A) the amount by which the S&P Collateral Amount exceeds the S&P Value on such
Valuation Date of all Posted Credit Support held by the Secured Party;
(B) the amount by which the Moody's First Level Collateral Amount exceeds the
Moody's First Level Value on such Valuation Date of all Posted Credit Support held
by the Secured Party.
(C) the amount by which the Moody's Second Level Collateral Amount exceeds the
Moody's Second Level Value on such Valuation Date of all Posted Credit Support
held by the Secured Party.
(2) "Return Amount" applicable to Secured Party for any Valuation Date shall equal
the least of:
(A) the amount by which the S&P Value on such Valuation Date of all Posted Credit
Support held by the Secured Party exceeds the S&P Collateral Amount;
(B) the amount by which the Moody's First Level Value on such Valuation Date of
all Posted Credit Support held by the Secured Party exceeds the Moody's First
Level Collateral Amount.
(C) the amount by which the Moody's Second Level Value on such Valuation Date of
all Posted Credit Support held by the Secured Party exceeds the Moody's Second
Level Collateral Amount.
(3) "Credit Support Amount" shall be deleted in its entirety.
_______________________
(1) If currency hedge, update Moody's Collateral Amounts and Valuation Percentages
(ii) Eligible Collateral. The items set forth on the Collateral Schedule attached as
Schedule A hereto will qualify as "Eligible Collateral" for the party specified.
(iii) Other Eligible Support. None
(iv) Thresholds.
(A) "Independent Amount" means:
Pledgor: Not applicable.
Secured Party: Not applicable.
(B) "Threshold" means:
Pledgor: Not applicable.
Secured Party: Not applicable.
(C) "Minimum Transfer Amount" means USD100,000; provided, that if the aggregate Current
Principal Amount of the Certificates rated by S&P is less than USD 50,000,000, the
"Minimum Transfer Amount" shall mean USD 50,000.
(D) Rounding. The Delivery Amount will be rounded up and the Return Amount will be
rounded down to the nearest integral multiple of USD 10,000.
(c) Valuation and Timing.
(i) "Valuation Agent" means Pledgor.
(ii) "Valuation Date" means each Local Business Day(2).
(iii) "Valuation Time" means the close of business on the Local Business Day in the city where the Valuation Agent is
located immediately preceding the Valuation Date or date of calculation, as applicable; provided that
the calculations of Value and Exposure will be made as of approximately the same time on the same date.
(iv) "Notification Time" means 11:00 A.M. (New York time).
(v) Transfer Timing and Calculations. Paragraphs 4(b) and 4(c) are hereby amended and restated
in entirety as set forth below.
"(b) Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise
specified, if a demand for the Transfer of Eligible Credit Support or Posted
Credit Support is made by the Notification Time, then the relevant Transfer
will be made not later than the close of business on the Valuation Date; if a
demand is made after the Notification Time, then the relevant Transfer will be
made not later than the close of business on the next Local Business Day
thereafter.
(c) Calculations. All calculations of Value and Exposure for purposes of
Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation
Time. The Valuation Agent will notify each party (or the other party, if the
Valuation Agent is a party) of its calculations not later than the
Notification Time on the applicable Valuation Date (or in the case of
Paragraph 6(d), the Local Business Day following the day on which such
relevant calculations are performed)."
_________________________
If not daily valuations, changes are required in the collateral amounts and valuations percentages
(d) Conditions Precedent. There shall be no "Specified Condition" with respect to either party for
purposes of this Annex.
(e) Substitution
(i) "Substitution Date" means (A) the Local Business Day on which the Secured Party
receives the Substitute Credit Support, if notice of substitution is received by the
Notification Time on such date, and (B) the Local Business Day following the date on which
the Secured Party receives the Substitute Credit Support, if notice of substitution is
received after the Notification Time.
(ii) Consent of Secured Party for Substitution. Inapplicable.
(iii) Amendment of Paragraph 4(d)(ii). Paragraph 4(d)(ii) is amended and restated in its
entirety as set forth below:
"(ii) subject to Paragraph 4(a) of this Annex, the Secured Party will Transfer
the items of Posted Credit Support specified by the Pledgor in its notice not
later than the close of business on the Substitution Date, provided, however,
that if the Secured Party shall not have received the Substitute Credit
Support prior to 1:00 P.M. (New York time) on the Substitution Date, then the
Secured Party shall Transfer the applicable items of Posted Credit Support not
later than the close of business on the Local Business Day immediately
following the day on which the Secured Party receives the Substitute Credit
Support. Notwithstanding the foregoing, the Secured Party will only be
obligated to Transfer Posted Credit Support with a Value as of the
Substitution Date equal to the Value of the Substitute Credit Support
delivered by the Pledgor in exchange therefor."
(f) Dispute Resolution.
(i) "Resolution Time" means 12:00 noon, New York time, on the Local Business Day for both
parties following the date the Disputing Party gives notice of a dispute pursuant to
Paragraph 5.
(ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), disputes over the Value of Posted
Credit Support will be resolved by the Valuation Agent seeking bid-side quotations as of
the relevant Recalculation Date or date of Transfer, as applicable, from three parties that
regularly act as dealers in the securities in question. The Value will be the arithmetic
mean of the quotations obtained by the Valuation Agent, multiplied by the applicable
Valuation Percentage, if any. If no quotations are available for a particular security,
then the Valuation Agent's original calculation of Value thereof will be used for that
security.
(iii) Alternative. Subject to item (iv) below, the provisions of Paragraph 5 will apply.
(iv) Modification of Paragraph 5. The introductory paragraph of Paragraph 5 shall be amended
and restated to read in its entirety as follows:
"If a party (a 'Disputing Party') disputes (I) the Valuation Agent's
calculation of a Delivery Amount or a Return Amount or (II) the Value of any
Transfer of Eligible Credit Support or Posted Credit Support, then:
(A) the Disputing Party will (x) notify the other party and,
if applicable, the Valuation Agent of the amount it is disputing, (y) indicate
what it believes the correct amount to be and (z) provide a statement showing,
in reasonable detail, how it arrived at such amount and the appropriate party
will deliver the undisputed amount to the other party not later than
(i) (a) the close of business on the Valuation Date, if the demand made under
Paragraph 3 in the case of (I) above is made by the Notification Time, or
(b) the close of business of the Local Business Day following the date on
which the demand is made under Paragraph 3 in the case of (I) above, if such
demand is made after the Notification Time, or (ii) the close of business of
the date of Transfer, in the case of (II) above;
(B) the parties will consult with each other and provide such information as
the other party shall reasonably request in an attempt to resolve the dispute;
and
(C) if they fail to resolve the dispute by the Resolution Time, then:"
(g) Holding and Using Posted Collateral.
(i) Eligibility to Hold Posted Collateral; Custodians.
(1) The Secured Party and its Custodian (if any) will be entitled to hold Posted Collateral
pursuant to Paragraph 6(b), provided that the following conditions applicable to it are
satisfied:
(A) it is not a Defaulting Party;
(B) Posted Collateral consisting of Cash or certificated securities that cannot be
paid or delivered by book-entry may be held only in any state of the United States
which has adopted the Uniform Commercial Code;
(C) the short-term rating of any Custodian shall be at least "A-1" by S&P
(2) There shall be no Custodian for Pledgor.
(ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply to Secured Party
and Secured Party will not have any right to use the Posted Collateral or take any action
specified in Paragraph 6(c); provided, however, that if Posted Collateral in book-entry form
is delivered, the Secured Party or its Custodian shall have the rights specified in paragraph
6(c)(ii).
(h) Distributions and Interest Amount.
(i) Interest Rate. The "Interest Rate" will be the "Federal Funds (Effective)" rate as
such rate is displayed on Telerate page 118 for such day under the caption
"Effective".
(ii) Amendment of Paragraph 6(d)(i) - Distributions. Clause (d)(i) of Paragraph 6 shall be
amended and restated to read in its entirety as follows:
"(i) Distributions. Subject to Paragraph 4(a), if the Secured Party receives
Distributions on a Local Business Day, it will Transfer to Pledgor not later than the
following Local Business Day any Distributions it receives to the extent that a
Delivery Amount would not be created or increased by that Transfer, as calculated by
the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date
for this purpose). "
(iii) Amendment of Paragraph 6(d)(ii) - Interest Amount. Clause (d)(ii) of Paragraph 6 shall be
amended and restated to read in its entirety as follows:
"(ii) Interest Amount. In lieu of any interest, dividends or other amounts
paid with respect to Posted Collateral in the form of Cash (all of which may
be retained by the Secured Party), the Secured Party will Transfer to the
Pledgor on the 20th day of each calendar month (or if such day is not a Local
Business Day, the next Local Business Day) the Interest Amount. Any Interest
Amount or portion thereof that has been received by the Secured Party and not
Transferred pursuant to this Paragraph will constitute Posted Collateral in
the form of Cash and will be subject to the security interest granted under
Paragraph 2. For purposes of calculating the Interest Amount the amount of
interest calculated for each day of the interest period shall be compounded
monthly." Secured Party shall not be obligated to transfer any Interest
Amount unless and until it has received such amount.
(i) Demands and Notices.
All demands, specifications and notices under this Annex will be made pursuant to the Notices
Section of this Agreement.
(j) Addresses for Transfers.
Pledgor: To be provided in writing by Pledgor to Secured Party.
Custodian for the Secured Party: Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xx.
Xxxxxxxx, XX 00000
Fax: 000-000-0000
Telephone: 000-000-0000
Attention: Client Manager, BSMF 2007-AR4
(k) Other Provision(s).
(i) Amendment of Paragraph 7 - Events of Default. Clause (iii) of Paragraph 7 shall not
apply to Secured Party.
(ii) Non-Reliance. Notwithstanding the obligations of the Secured Party under Paragraph
6(a), and without limiting the generality of the final sentence of Paragraph 6(a), each
party, as Pledgor, acknowledges that it has the means to monitor all matters relating to
all valuations, payments, defaults and rights with respect to Posted Collateral without the
need to rely on the other party, in its capacity as Secured Party, and that, given the
provisions of this Annex on substitution, responsibility for the preservation of the rights
of the Pledgor with respect to all such matters is reasonably allocated hereby to the
Pledgor.
(iii) Agreement as to Single Secured Party and Pledgor. Each of Pledgor and Secured Party
agree that, notwithstanding anything to the contrary in the recital to this Annex,
Paragraph 1(b) or Paragraph 2 or the definitions in Paragraph 12, (a) the term "Secured
Party" as used in this Annex means only Secured Party, (b) the term "Pledgor" as used in
this Annex means only Pledgor, (c) only Pledgor makes the pledge and grant in Paragraph 2,
the acknowledgement in the final sentence of Paragraph 8(a) and the representations in
Paragraph 9 and (d) only Pledgor will be required to make Transfers of Eligible Credit
Support hereunder.
(iv) Trustee. The Trustee is hereby authorized to (i) make demands on behalf of the Secured
Party pursuant to Paragraph 3 hereunder and (ii) provide notice on behalf of the
Secured Party pursuant to Paragraph 7 hereunder.
(v) Collateral Account. Secured Party or its Custodian shall at all times maintain all Posted Collateral
in a segregated trust account.
(vi) External Calculations. At any time at which Pledgor (or, to the extent applicable, its
Credit Support Provider) does not have a long-term unsubordinated and unsecured debt
rating of at least "BBB+" from S&P, the Valuation Agent shall (at its own expense)
obtain external calculations of the Secured Party's Exposure from at least two
Reference Market-makers on the last Local Business Day of each calendar month. Any
determination of the S&P Collateral Amount shall be based on the greatest of the
Secured Party's Exposure determined by the Valuation Agent and such Reference
Market-makers. Such external calculation may not be obtained from the same Reference
Market-maker more than four times in any 12-month period.
(vii) Notice to S&P. At any time at which Pledgor (or, to the extent applicable, its Credit
Support Provider) does not have a long-term unsubordinated and unsecured debt rating
of at least "BBB+" from S&P, the Valuation Agent shall provide to S&P not later than
the Notification Time on the Local Business Day following each Valuation Date its
calculations of the Secured Party's Exposure and the Value of any Eligible Credit
Support or Posted Credit Support for that Valuation Date. The Valuation Agent shall
also provide to S&P any external marks of the Secured Party's Exposure.
(viii) Expenses. Pledgor shall be responsible for all reasonable costs and expenses incurred
by Secured Party in connection with the Transfer of any Eligible Collateral under this
Annex.
(ix) Additional Defined Terms.
"DV01" means, with respect to a Transaction and any date of determination, the sum of the
estimated change in the Secured Party's Exposure with respect to such Transaction that
would result from a one basis point change in the relevant swap curve on such date, as
determined by the Valuation Agent in good faith and in a commercially reasonable manner.
The Valuation Agent shall, upon request of Secured Party, provide to Secured Party a
statement showing in reasonable detail such calculation.
"Xxxxx'x First Level Additional Collateralized Amount" means, with respect to any
Transaction, the lesser of (x) the product of 15 and DV01 for such Transaction and such
Valuation Date and (y) the product of (i) 2%, (ii) if a Scale Factor is specified in such
Transaction, the Scale Factor (as defined in such Transaction) for such Transaction, or,
if no Scale Factor is specified in such Transaction, 1 and (iii) Notional Amount for such
Transaction for the Calculation Period which includes such Valuation Date.
"Xxxxx'x First Level Collateral Amount" means, (A) for any Valuation Date on which (I) a
Xxxxx'x First Level Downgrade has occurred and has been continuing (x) for at least 30
Local Business Days or (y) since this Annex was executed and (II) it is not the case that
a Xxxxx'x Second Level Downgrade has occurred and been continuing for at least 30 Local
Business Days, an amount equal to the greater of (a) zero and (b) the sum of the Secured
Party's aggregate Exposure for all Transactions and the aggregate of Xxxxx'x First Level
Additional Collateralized Amounts for each Transaction and (B)for any other Valuation
Date, zero.
"Xxxxx'x First Level Value" means, for any date that the Xxxxx'x First Level Collateral
Amount is determined and the Value of any Eligible Collateral or Posted Collateral that is
a security, the bid price for such security obtained by the Valuation Agent multiplied by
the Xxxxx'x First Level Valuation Percentage for such security set forth on Schedule A
hereto.
"Xxxxx'x Second Level Additional Collateralized Amount" means, with respect to any
Transaction,
(1) if such Transaction is not a Transaction-Specific Hedge, the lesser of (i) the
product of the 50 and DV01 for such Transaction and such Valuation Date and (ii) the
product of (x) 8%, (y) if a Scale Factor is specified in such Transaction, the Scale
Factor (as defined in such Transaction) for such Transaction, or, if no Scale Factor
is specified in such Transaction, 1 and (z) the Notional Amount for such Transaction
for the Calculation Period (as defined in the related Transaction) which includes such
Valuation Date; or
(2) if such Transaction is a Transaction-Specific Hedge, the lesser of (i) the product
of the 65 and DV01 for such Transaction and such Valuation Date and (ii) the product
of (x) 10%, (y) if a Scale Factor is specified in such Transaction, the Scale Factor
(as defined in such Transaction) for such Transaction, or, if no Scale Factor is
specified in such Transaction, 1 and (z) the Notional Amount for such Transaction for
the Calculation Period (as defined in the related Transaction) which includes such
Valuation Date.
"Xxxxx'x Second Level Collateral Amount" means, (A) for any Valuation Date on which it is
the case that a Xxxxx'x Second Level Downgrade has occurred and been continuing for at
least 30 Local Business Days, an amount equal to the greatest of (a) zero, (b) the
aggregate amount of the Next Payments for all Next Payment Dates and (c) the sum of the
Secured Party's aggregate Exposure and the aggregate of Xxxxx'x Second Level Additional
Collateralized Amounts for each Transaction and (B) for any other Valuation Date, zero.
"Xxxxx'x Second Level Value" means, for any date that the Xxxxx'x Second Level Collateral
Amount is determined and the Value of any Eligible Collateral or Posted Collateral that is
a security, the bid price for such security obtained by the Valuation Agent multiplied by
the Xxxxx'x Second Level Valuation Percentage for such security set forth on Schedule A
hereto.
"Next Payment" means, in respect of each Next Payment Date, the greater of (i) the amount
of any payments due to be made by the Pledgor pursuant to Section 2(a) on such Next
Payment Date less any payments due to be made by the Secured Party under Section 2(a) on
such Next Payment Date (in each case, after giving effect to any applicable netting under
Section 2(c)) and (ii) zero.
"Next Payment Date" means the next scheduled payment date under any Transaction.
"Remaining Weighted Average Maturity" means, with respect to a Transaction, the expected
weighted average maturity for such Transaction as determined by the Valuation Agent.
"S&P Collateral Amount" means, (A) for any Valuation Date on which a S&P First Level
Downgrade has occurred and been continuing for at least 30 days or on which a S&P Second
Level Downgrade has occurred and is continuing, an amount equal to the sum of (1) 100.0%
of the Secured Party's Exposure for such Valuation Date and (2) the product of (x) the
Volatility Buffer for each Transaction (y) if a Scale Factor is specified in such
Transaction, the Scale Factor (as defined in such Transaction) for such Transaction, or,
if no Scale Factor is specified in such Transaction, 1 and (z) the Notional Amount of such
Transaction for the Calculation Period (as defined in the related Transaction) of such
Transaction which includes such Valuation Date, or (B) for any other Valuation Date, zero.
"S&P Value" means, for any date that the S&P Collateral Amount is determined and the Value
of any Eligible Collateral or Posted Collateral that is a security, the bid price for such
security obtained by the Valuation Agent multiplied by the S&P Valuation Percentage for
such security set forth on Schedule A hereto.
"Transaction-Specific Hedge" means any Transaction that is a cap, floor or swaption or a
Transaction in respect of which (x) the notional amount of the interest rate swap is
"balance guaranteed" or (y) the notional amount of the interest rate swap for any
Calculation Period otherwise is not a specific dollar amount that is fixed at the
inception of the Transaction.
"Volatility Buffer" means, for any Transaction, the related percentage set forth in the
following table:
______________________________________________________________________________________________
The higher of the S&P
short-term credit rating Remaining Remaining Remaining Remaining
of (i) Pledgor and (ii) the Weighted Weighted Weighted Weighted
Credit Support Provider of Average Average Average Average
Pledgor, if applicable Maturity Maturity Maturity Maturity
up to 3 years up to 5 years up to 10 years up to 30 years
______________________________________________________________________________________________
"A-2" or higher 2.75% 3.25% 4.00% 4.75%
______________________________________________________________________________________________
"A-3" 3.25% 4.00% 5.00% 6.25%
______________________________________________________________________________________________
"BB+" or lower 3.50% 4.50% 6.75% 7.50%
______________________________________________________________________________________________
IN WITNESS WHEREOF, the parties have executed this Annex on the respective dates specified below
with effect from the date specified on the first page of this document.
BEAR XXXXXXX FINANCIAL PRODUCTS INC. XXXXX FARGO BANK, NATIONAL ASSOCIATION,
NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE
FOR BEAR XXXXXXX MORTGAGE FUNDING TRUST
2007-AR4
By:_____________________________________
By:_____________________________________
Name: Name:
Title: Title:
Date: Date:
SCHEDULE A
COLLATERAL SCHEDULE
The Xxxxx'x First Level Valuation Percentages shall be used in determining the Xxxxx'x First Level
Collateral Amount.
The Xxxxx'x Second Level Valuation Percentages shall be used in determining the Xxxxx'x Second Level
Collateral Amount.
The S&P Valuation Percentages shall be used in determining the S&P Collateral Amount.
_____________________________________________________________________________________________________________________________
ISDA Collateral Asset Xxxxx'x First Level Xxxxx'x Second Level S&P
Definition (ICAD) Code Remaining Maturity Valuation Percentage Valuation Percentage Valuation Percentage
_____________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________
US-CASH N/A 100% 100% 100%
EU-CASH N/A 98% 94% 92.5%
GB-CASH N/A 98% 95% 94.1%
_____________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________
< 1 Year 100% 100% 98.9%
1 to 2 years 100% 99% 98.0%
2 to 3 years 100% 98% 97.4%
US-TBILL 3 to 5 years 100% 97% 95.5%
US-TNOTE 5 to 7 years 100% 96% 93.7%
US-TBOND 7 to 10 years 100% 94% 92.5%
(fixed rate) 10 to 20 years 100% 90% 91.1%
> 20 years 100% 88% 88.6%
_____________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________
US-TBILL
US-TNOTE All Maturities 100% 99% Not Eligible Collateral
US-TBOND
(floating rate)
_____________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________
< 1 Year 100% 99% 98.5%
1 to 2 years 100% 99% 97.7%
2 to 3 years 100% 98% 97.3%
GA-US-AGENCY 3 to 5 years 100% 96% 94.5%
(fixed rate) 5 to 7 years 100% 93% 93.1%
7 to 10 years 100% 93% 90.7%
10 to 20 years 100% 89% 87.7%
> 20 years 100% 87% 84.4%
_____________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________
GA-US-AGENCY All Maturities 100% 98% Not Eligible Collateral
(floating rate)
_____________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________
Rated Aa3 or better Rated Aa3 or better Rated AAA or better
by Xxxxx'x by Xxxxx'x by S&P
< 1 Year 98% 94% 98.8%
1 to 2 years 98% 93% 97.9%
GA-EUROZONE-GOV (other 2 to 3 years 98% 92% 97.1%
than EU-CASH) (fixed 3 to 5 years 98% 90% 91.2%
rate) 5 to 7 years 98% 89% 87.5%
7 to 10 years 98% 88% 83.8%
10 to 20 years 98% 84% 75.5%
> 20 years 98% 82% Not Eligible Collateral
_____________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________
GA-EUROZONE-GOV Rated Aa3 or better Rated Aa3 or better Rated AAA or better
(other than EU-CASH) by Xxxxx'x by Xxxxx'x by S&P
(floating rate) All Maturities 98% 93% Not Eligible Collateral
_____________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________
< 1 Year 98% 94% Not Eligible Collateral
1 to 2 years 98% 93% Not Eligible Collateral
2 to 3 years 98% 92% Not Eligible Collateral
GA-GB-GOV 3 to 5 years 98% 91% Not Eligible Collateral
(other than GB-CASH) 5 to 7 years 98% 90% Not Eligible Collateral
(fixed rate) 7 to 10 years 98% 89% Not Eligible Collateral
10 to 20 years 98% 86% Not Eligible Collateral
> 20 years 98% 84% Not Eligible Collateral
_____________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________
GA-GB-GOV
(other than GB-CASH) All Maturities 98% 94% Not Eligible Collateral
(floating rate)
_____________________________________________________________________________________________________________________________
The ISDA Collateral Asset Definition (ICAD) Codes used in this Collateral Schedule shall have the
meanings set forth in the Collateral Asset Definitions (First Edition - June 2003) as published and
copyrighted in 2003 by the International Swaps and Derivatives Association, Inc.
[OBJECT OMITTED]]
BEAR XXXXXXX FINANCIAL PRODUCTS INC.
000 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
000-000-0000
DATE: April 30, 2007
TO: Xxxxx Fargo Bank, National Association, not individually, but
solely as Trustee for Bear Xxxxxxx Mortgage Funding Trust
2007-AR4
ATTENTION: Client Manager, BSMF 2007 AR4
TELEPHONE: 410-884-2000
FACSIMILE: 000-000-0000
FROM: Derivatives Documentation
TELEPHONE: 000-000-0000
FACSIMILE: 000-000-0000
SUBJECT: Mortgage Derivatives Confirmation
REFERENCE NUMBER(S): [_______________]
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered
into on the Trade Date specified below (the "Transaction") between Bear Xxxxxxx Financial Products Inc.
("Bear Xxxxxxx") and Xxxxx Fargo Bank, National Association, not individually, but solely as Trustee for
Bear Xxxxxxx Mortgage Funding Trust 2007-AR4 ("Counterparty") under the Pooling and Servicing Agreement,
dated as of April 1, 2007, (the "Pooling and Servicing Agreement") between Xxxxx Fargo Bank, National
Association as trustee (the "Trustee"), Structured Asset Mortgage Investments II Inc. as depositor (the
"Depositor") and EMC Mortgage Corporation as servicer, sponsor and company. This letter agreement
constitutes the sole and complete "Confirmation," as referred to in the Master Agreement specified below,
with respect to this Transaction.
1. This Confirmation is subject to and incorporates the 2000 ISDA Definitions (the "Definitions"), as
published by the International Swaps and Derivatives Association, Inc. ("ISDA"). This Confirmation
supplements, forms a part of and is subject to the ISDA Master Agreement dated as of April 30, 2007
between Bear Xxxxxxx and Counterparty (the agreement, as amended and supplemented from time to time,
being referred to herein as the "Master Agreement"). All provisions contained in, or incorporated
by reference to, the Master Agreement shall govern the Transaction referenced in this Confirmation
except as expressly modified herein. In the event of any inconsistency between the provisions of
this Confirmation and the Definitions or Master Agreement, this Confirmation shall prevail for the
purpose of this Transaction. Terms capitalized but not defined herein shall have the meanings
attributed to them in the Pooling and Servicing Agreement .
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
Type of Transaction: Rate Cap Corridor
Notional Amount: With respect to any Calculation Period, the lesser of (i)
the Scheduled Amount set forth for such period on the
Schedule I attached hereto and (ii) the aggregate Current
Principal Amount of the Class [______] Certificates
immediately prior to the Distribution Date occurring in the
calendar month in which such Calculation Period ends.
Trade Date: April 26, 2007
Effective Date: April 30, 2007
Termination Date: March 25, 2012, subject to adjustment in accordance with the
Business Day Convention
Fixed Amount (Premium):
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Date:April 30, 2007
Fixed Amount:USD [________]
Floating Amounts:
Floating Rate Payer: Bear Xxxxxxx
Cap Rate: The Cap Rate set forth for such Calculation Period on
Schedule I
Floating Rate Payer
Period End Dates: The 25th calendar day of each month during the Term of this
Transaction, commencing May 25, 2007 and ending on the
Termination Date, subject to adjustment in accordance with
the Business Day Convention.
Floating Rate Payer
Payment Dates: Early Payment shall be applicable. The Floating Rate Payer
Payment Date shall be one Business Day preceding each
Floating Rate Payer Period End Date.
Floating Rate Option: USD-LIBOR-BBA; provided, however, that if the Floating Rate
determined from such Floating Rate Option for any
Calculation Period is greater than [____] then the Floating
Rate for such Calculation Period shall be deemed equal to
[____]
Floating Amount: To be determined in accordance with the following formula:
The greater of (i) (Floating Rate - Cap Rate)*Notional
Amount*Floating Rate Day Count Fraction, and (ii) zero
Designated Maturity: One month
Floating Rate Day
Count Fraction: Actual/360
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
Business Days: New York
Business Day Convention: Modified Following
Calculation Agent: Bear Xxxxxxx
3. Additional Provisions: On each Distribution Date, the Trustee will make available
on its website xxx.xxxxxxx.xxx a monthly statement
indicating the Current Principal Amount of the Class
[______] Certificates for the related Distribution Date
4. Account Details:
Payments to Bear Xxxxxxx:
Citibank, N.A., New York
ABA Number: 000-0000-00, for the account of
Bear, Xxxxxxx Securities Corp.
Account Number: 0925-3186, for further credit to
Bear Xxxxxxx Financial Products Inc.
Sub-account Number: 102-04654-1-3
Attention: Derivatives Department
Payments to Counterparty:
Xxxxx Fargo Bank, N.A.
ABA # 000-000-000
Account Name: SAS Clearing
Account # 0000000000
FFC to: XXXX 0000-XX0, Reserve Fund # 53147702
Additional Provisions:
Non-Reliance. Each party represents to the other party that (a) it has not received and is not relying
upon any legal, tax, regulatory, accounting or other advice (whether written or oral) of the other party
regarding this Transaction, other than representations expressly made by that other party in this
Confirmation and in the Master Agreement and (b) in respect of this Transaction, (i) it has the capacity
to evaluate (internally or through independent professional advice) this Transaction and has made its own
decision to enter into this Transaction and (ii) it understands the terms, conditions and risks of this
Transaction and is willing to assume (financially and otherwise) those risks. Counterparty acknowledges
that Bear Xxxxxxx has advised Counterparty to consult its own tax, accounting and legal advisors in
connection with this Transaction evidenced by this Confirmation and that the Counterparty has done so.
This Confirmation may be executed in several counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets
forth the terms of the Transaction by signing in the space provided below and returning to Bear Xxxxxxx a
facsimile of the fully-executed Confirmation to 000-000-0000. For inquiries regarding U.S. Transactions,
please contact Derivatives Documentation by telephone at 000-000-0000. For all other inquiries please
contact Derivatives Documentation by telephone at 000-0-000-0000. Originals will be provided for your
execution upon your request.
We are very pleased to have executed this Transaction with you and we look forward to completing other
transactions with you in the near future.
Very truly yours,
BEAR XXXXXXX FINANCIAL PRODUCTS INC.
By: _________________________________________
Name:
Title:
Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the
terms of the foregoing as of the Trade Date.
XXXXX FARGO BANK, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE FOR BEAR XXXXXXX MORTGAGE
FUNDING TRUST 2007-AR4
By: ________________________________________
Name:
Title:
Sh
SCHEDULE I
(all such dates subject to adjustment in accordance with the Business Day Convention)
From and including To but excluding Scheduled Amount Cap Rate
(USD) (%)
___________________________________________________________________________________________________________
Effective Date 25-May-2007 [________] [________]
___________________________________________________________________________________________________________
25-May-2007 25-Jun-2007 [________] [________]
___________________________________________________________________________________________________________
25-Jun-2007 25-Jul-2007 [________] [________]
___________________________________________________________________________________________________________
25-Jul-2007 25-Aug-2007 [________] [________]
___________________________________________________________________________________________________________
25-Aug-2007 25-Sep-2007 [________] [________]
___________________________________________________________________________________________________________
25-Sep-2007 25-Oct-2007 [________] [________]
___________________________________________________________________________________________________________
25-Oct-2007 25-Nov-2007 [________] [________]
___________________________________________________________________________________________________________
25-Nov-2007 25-Dec-2007 [________] [________]
___________________________________________________________________________________________________________
25-Dec-2007 25-Jan-2008 [________] [________]
___________________________________________________________________________________________________________
25-Jan-2008 25-Feb-2008 [________] [________]
___________________________________________________________________________________________________________
25-Feb-2008 25-Mar-2008 [________] [________]
___________________________________________________________________________________________________________
25-Mar-2008 25-Apr-2008 [________] [________]
___________________________________________________________________________________________________________
25-Apr-2008 25-May-2008 [________] [________]
___________________________________________________________________________________________________________
25-May-2008 25-Jun-2008 [________] [________]
___________________________________________________________________________________________________________
25-Jun-2008 25-Jul-2008 [________] [________]
___________________________________________________________________________________________________________
25-Jul-2008 25-Aug-2008 [________] [________]
___________________________________________________________________________________________________________
25-Aug-2008 25-Sep-2008 [________] [________]
___________________________________________________________________________________________________________
25-Sep-2008 25-Oct-2008 [________] [________]
___________________________________________________________________________________________________________
25-Oct-2008 25-Nov-2008 [________] [________]
___________________________________________________________________________________________________________
25-Nov-2008 25-Dec-2008 [________] [________]
___________________________________________________________________________________________________________
25-Dec-2008 25-Jan-2009 [________] [________]
___________________________________________________________________________________________________________
25-Jan-2009 25-Feb-2009 [________] [________]
___________________________________________________________________________________________________________
25-Feb-2009 25-Mar-2009 [________] [________]
___________________________________________________________________________________________________________
25-Mar-2009 25-Apr-2009 [________] [________]
___________________________________________________________________________________________________________
25-Apr-2009 25-May-2009 [________] [________]
___________________________________________________________________________________________________________
25-May-2009 25-Jun-2009 [________] [________]
___________________________________________________________________________________________________________
25-Jun-2009 25-Jul-2009 [________] [________]
___________________________________________________________________________________________________________
25-Jul-2009 25-Aug-2009 [________] [________]
___________________________________________________________________________________________________________
25-Aug-2009 25-Sep-2009 [________] [________]
___________________________________________________________________________________________________________
25-Sep-2009 25-Oct-2009 [________] [________]
___________________________________________________________________________________________________________
25-Oct-2009 25-Nov-2009 [________] [________]
___________________________________________________________________________________________________________
25-Nov-2009 25-Dec-2009 [________] [________]
___________________________________________________________________________________________________________
25-Dec-2009 25-Jan-2010 [________] [________]
___________________________________________________________________________________________________________
25-Jan-2010 25-Feb-2010 [________] [________]
___________________________________________________________________________________________________________
25-Feb-2010 25-Mar-2010 [________] [________]
___________________________________________________________________________________________________________
25-Mar-2010 25-Apr-2010 [________] [________]
___________________________________________________________________________________________________________
25-Apr-2010 25-May-2010 [________] [________]
___________________________________________________________________________________________________________
25-May-2010 25-Jun-2010 [________] [________]
___________________________________________________________________________________________________________
25-Jun-2010 25-Jul-2010 [________] [________]
___________________________________________________________________________________________________________
25-Jul-2010 25-Aug-2010 [________] [________]
___________________________________________________________________________________________________________
25-Aug-2010 25-Sep-2010 [________] [________]
___________________________________________________________________________________________________________
25-Sep-2010 25-Oct-2010 [________] [________]
___________________________________________________________________________________________________________
25-Oct-2010 25-Nov-2010 [________] [________]
___________________________________________________________________________________________________________
25-Nov-2010 25-Dec-2010 [________] [________]
___________________________________________________________________________________________________________
25-Dec-2010 25-Jan-2011 [________] [________]
___________________________________________________________________________________________________________
25-Jan-2011 25-Feb-2011 [________] [________]
___________________________________________________________________________________________________________
25-Feb-2011 25-Mar-2011 [________] [________]
___________________________________________________________________________________________________________
25-Mar-2011 25-Apr-2011 [________] [________]
___________________________________________________________________________________________________________
25-Apr-2011 25-May-2011 [________] [________]
___________________________________________________________________________________________________________
25-May-2011 25-Jun-2011 [________] [________]
___________________________________________________________________________________________________________
25-Jun-2011 25-Jul-2011 [________] [________]
___________________________________________________________________________________________________________
25-Jul-2011 25-Aug-2011 [________] [________]
___________________________________________________________________________________________________________
25-Aug-2011 25-Sep-2011 [________] [________]
___________________________________________________________________________________________________________
25-Sep-2011 25-Oct-2011 [________] [________]
___________________________________________________________________________________________________________
25-Oct-2011 25-Nov-2011 [________] [________]
___________________________________________________________________________________________________________
25-Nov-2011 25-Dec-2011 [________] [________]
___________________________________________________________________________________________________________
25-Dec-2011 25-Jan-2012 [________] [________]
___________________________________________________________________________________________________________
25-Jan-2012 25-Feb-2012 [________] [________]
___________________________________________________________________________________________________________
25-Feb-2012 Termination Date [________] [________]
___________________________________________________________________________________________________________
EXHIBIT O
[RESERVED]
EXHIBIT P
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
(RMBS unless otherwise noted)
Definitions
Primary Servicer - transaction party having borrower contact; aggregator of pool assets
Back-up Servicer - named in the transaction (in the event a Back-up Servicer becomes the Primary
Servicer, follow Primary Servicer obligations)
Custodian - safe keeper of pool assets
Trustee - fiduciary of the transaction; waterfall calculator
Note: The definitions above describe the essential function that the party performs, rather than the
party's title. So, for example, in a particular transaction, the trustee may perform the "paying agent"
and "securities administrator" functions.
Where there are multiple checks for criteria the attesting party will identify in their management
assertion that they are attesting only to the portion of the distribution chain they are responsible for
in the related transaction agreements.
Key:
X - obligation
Where there are multiple checks for criteria the attesting party will identify in their
management assertion that they are attesting only to the portion of the distribution chain they are
responsible for in the related transaction agreements.
______________________________________________________________________________________________________________________________
Reg AB Reference Servicing Criteria Primary
Servicer Trustee Custodian
______________________________________________________________________________________________________________________________
General Servicing Considerations
______________________________________________________________________________________________________________________________
1122(d)(1)(i) Policies and procedures are instituted to monitor X X
any performance or other triggers and events of
default in accordance with the transaction
agreements.
______________________________________________________________________________________________________________________________
1122(d)(1)(ii) If any material servicing activities are X X
outsourced to third parties, policies and
procedures are instituted to monitor the third
party's performance and compliance with such
servicing activities.
______________________________________________________________________________________________________________________________
1122(d)(1)(iv) A fidelity bond and errors and omissions policy X
is in effect on the party participating in the
servicing function throughout the reporting
period in the amount of coverage required by and
otherwise in accordance with the terms of the
transaction agreements.
______________________________________________________________________________________________________________________________
Cash Collection and Administration
______________________________________________________________________________________________________________________________
1122(d)(2)(i) Payments on pool assets are deposited into the X X
appropriate custodial bank accounts and related
bank clearing accounts no more than two business
days following receipt and identification, or
such other number of days specified in the
transaction agreements.
______________________________________________________________________________________________________________________________
Disbursements made via wire transfer on behalf of X X
an obligor or to an investor are made only by
1122(d)(2)(ii) authorized personnel.
______________________________________________________________________________________________________________________________
Advances of funds or guarantees regarding X X
collections, cash flows or distributions, and any
interest or other fees charged for such advances,
are made, reviewed and approved as specified in
1122(d)(2)(iii) the transaction agreements.
______________________________________________________________________________________________________________________________
The related accounts for the transaction, such as X X
cash reserve accounts or accounts established as
a form of over collateralization, are separately
maintained (e.g., with respect to commingling of
1122(d)(2)(iv) cash) as set forth in the transaction agreements.
______________________________________________________________________________________________________________________________
Each custodial account is maintained at a X X
federally insured depository institution as set
forth in the transaction agreements. For purposes
of this criterion, "federally insured depository
institution" with respect to a foreign financial
institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1)
1122(d)(2)(v) of the Securities Exchange Act.
______________________________________________________________________________________________________________________________
Unissued checks are safeguarded so as to prevent X
1122(d)(2)(vi) unauthorized access.
______________________________________________________________________________________________________________________________
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis X X
for all asset-backed securities related bank
accounts, including custodial accounts and
related bank clearing accounts. These
reconciliations are (A) mathematically accurate;
(B) prepared within 45 calendar days after the
bank statement cutoff date, or such other number
of days specified in the transaction agreements;
(C) reviewed and approved by someone other than
the person who prepared the reconciliation; and
(D) contain explanations for reconciling items.
______________________________________________________________________________________________________________________________
Investor Remittances and Reporting
______________________________________________________________________________________________________________________________
1122(d)(3)(i) Reports to investors, including those to be filed X X
with the Commission, are maintained in accordance
with the transaction agreements and applicable
Commission requirements. Specifically, such
reports (A) are prepared in accordance with
timeframes and other terms set forth in the
transaction agreements; (B) provide information
calculated in accordance with the terms specified
in the transaction agreements; (C) are filed with
the Commission as required by its rules and
regulations; and (D) agree with investors' or the
trustee's records as to the total unpaid
principal balance and number of Pool Assets
serviced by the Servicer.
______________________________________________________________________________________________________________________________
Amounts due to investors are allocated and X X
remitted in accordance with timeframes,
distribution priority and other terms set forth
1122(d)(3)(ii) in the transaction agreements.
______________________________________________________________________________________________________________________________
Disbursements made to an investor are posted X X
within two business days to the Servicer's
investor records, or such other number of days
1122(d)(3)(iii) specified in the transaction agreements.
______________________________________________________________________________________________________________________________
Amounts remitted to investors per the investor X X
reports agree with cancelled checks, or other
1122(d)(3)(iv) form of payment, or custodial bank statements.
______________________________________________________________________________________________________________________________
Pool Asset Administration
______________________________________________________________________________________________________________________________
1122(d)(4)(i) Collateral or security on pool assets is X X
maintained as required by the transaction
agreements or related pool asset documents.
______________________________________________________________________________________________________________________________
1122(d)(4)(ii) Pool assets and related documents are X X
safeguarded as required by the transaction
agreements
______________________________________________________________________________________________________________________________
1122(d)(4)(iii) Any additions, removals or substitutions to the X X
asset pool are made, reviewed and approved in
accordance with any conditions or requirements in
the transaction agreements.
______________________________________________________________________________________________________________________________
1122(d)(4)(iv) Payments on pool assets, including any payoffs, X
made in accordance with the related pool asset
documents are posted to the Servicer's obligor
records maintained no more than two business days
after receipt and identification, or such other
number of days specified in the transaction
agreements, and allocated to principal, interest
or other items (e.g., escrow) in accordance with
the related pool asset documents.
______________________________________________________________________________________________________________________________
The Servicer's records regarding the pool assets X
agree with the Servicer's records with respect to
1122(d)(4)(v) an obligor's unpaid principal balance.
______________________________________________________________________________________________________________________________
Changes with respect to the terms or status of an X
obligor's pool assets (e.g., loan modifications
or re-agings) are made, reviewed and approved by
authorized personnel in accordance with the
transaction agreements and related pool asset
1122(d)(4)(vi) documents.
______________________________________________________________________________________________________________________________
Loss mitigation or recovery actions (e.g., X
forbearance plans, modifications and deeds in
lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated,
conducted and concluded in accordance with the
timeframes or other requirements established by
1122(d)(4)(vii) the transaction agreements.
______________________________________________________________________________________________________________________________
1122(d)(4)(viii) Records documenting collection efforts are X
maintained during the period a pool asset is
delinquent in accordance with the transaction
agreements. Such records are maintained on at
least a monthly basis, or such other period
specified in the transaction agreements, and
describe the entity's activities in monitoring
delinquent pool assets including, for example,
phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed
temporary (e.g., illness or unemployment).
______________________________________________________________________________________________________________________________
1122(d)(4)(ix) Adjustments to interest rates or rates of return X
for pool assets with variable rates are computed
based on the related pool asset documents.
______________________________________________________________________________________________________________________________
1122(d)(4)(x) Regarding any funds held in trust for an obligor X
(such as escrow accounts): (A) such funds are
analyzed, in accordance with the obligor's pool
asset documents, on at least an annual basis, or
such other period specified in the transaction
agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with
applicable pool asset documents and state laws;
and (C) such funds are returned to the obligor
within 30 calendar days of full repayment of the
related pool assets, or such other number of days
specified in the transaction agreements.
______________________________________________________________________________________________________________________________
Payments made on behalf of an obligor (such as X
tax or insurance payments) are made on or before
the related penalty or expiration dates, as
indicated on the appropriate bills or notices for
such payments, provided that such support has
been received by the servicer at least 30
calendar days prior to these dates, or such other
number of days specified in the transaction
1122(d)(4)(xi) agreements.
______________________________________________________________________________________________________________________________
Any late payment penalties in connection with any X
payment to be made on behalf of an obligor are
paid from the Servicer's funds and not charged to
the obligor, unless the late payment was due to
1122(d)(4)(xii) the obligor's error or omission.
______________________________________________________________________________________________________________________________
Disbursements made on behalf of an obligor are X
posted within two business days to the obligor's
records maintained by the servicer, or such other
number of days specified in the transaction
1122(d)(4)(xiii) agreements.
______________________________________________________________________________________________________________________________
Delinquencies, charge-offs and uncollectible X
accounts are recognized and recorded in
1122(d)(4)(xiv) accordance with the transaction agreements.
______________________________________________________________________________________________________________________________
Any external enhancement or other support, X X
identified in Item 1114(a)(1) through (3) or Item
1115 of Regulation AB, is maintained as set forth
1122(d)(4)(xv) in the transaction agreements.
______________________________________________________________________________________________________________________________
[NAME OF OWNER] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
EXHIBIT Q-1
FORM OF BACK-UP CERTIFICATION
TO BE PROVIDED BY THE SERVICER TO THE DEPOSITOR
Re: The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among [IDENTIFY
PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the
"Company"), certify to [the Purchaser], [the Depositor], and the [Servicer] [Trustee], and their
officers, with the knowledge and intent that they will rely upon this certification, that:
1. I have reviewed the servicer compliance statement of the Company provided in accordance with
Item 1123 of Regulation AB (the "Compliance Statement"), the report on assessment of the
Company's compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the
"Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the
"Servicing Assessment"), the registered public accounting firm's attestation report provided in
accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of
Regulation AB (the "Attestation Report"), and all servicing reports, officer's certificates and
other information relating to the servicing of the Mortgage Loans by the Company during 200[ ]
that were delivered by the Company to the [Depositor] [Servicer] [Trustee] pursuant to the
Agreement (collectively, the "Company Servicing Information");
2. Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in the light of the circumstances under which such statements were made, not
misleading with respect to the period of time covered by the Company Servicing Information;
3. Based on my knowledge, all of the Company Servicing Information required to be provided by the
Company under the Agreement has been provided to the [Depositor] [Servicer] [Trustee];
4. I am responsible for reviewing the activities performed by the Company as servicer under the
Agreement, and based on my knowledge and the compliance review conducted in preparing the
Compliance Statement and except as disclosed in the Compliance Statement, the Servicing
Assessment or the Attestation Report, the Company has fulfilled its obligations under the
Agreement in all material respects; and
5. The Compliance Statement required to be delivered by the Company pursuant to this Agreement,
and the Servicing Assessment and Attestation Report required to be provided by the Company and
by any Subservicer and Subcontractor pursuant to the Agreement, have been provided to the
[Depositor] [Servicer]. Any material instances of noncompliance described in such reports have
been disclosed to the [Depositor] [Servicer]. Any material instance of noncompliance with the
Servicing Criteria has been disclosed in such reports.
Date: ______________________________
By: ______________________________
Name:
Title:
EXHIBIT Q-2
FORM OF BACK-UP CERTIFICATION
TO BE PROVIDED BY THE TRUSTEE TO THE DEPOSITOR
Re: ________________________________ Trust 200_-____(the "Trust"), Mortgage
Pass-Through Certificates, Series 200_-____, issued pursuant to the Pooling and
Servicing Agreement, dated as of ________, 200_, among ____________________________,
as Depositor, Xxxxx Fargo Bank, National Association, as [Trustee] and
________________________________.
The [Trustee] hereby certifies to the Depositor, and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification, that:
1. I have reviewed the annual report on Form 10-K for the fiscal year [____] (the
"Annual Report"), and all reports on Form 10-D required to be filed in respect of period covered by the
Annual Report (collectively with the Annual Report, the "Reports"), of the Trust;
2. To my knowledge, (a) the Reports, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the
period covered by the Annual Report, and (b) the [Trustee's] assessment of compliance and related
attestation report referred to below, taken as a whole, do not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered
by such assessment of compliance and attestation report;
3. To my knowledge, the distribution information required to be provided by the
[Trustee] under the Pooling and Servicing Agreement for inclusion in the Reports is included in the
Reports;
4. I am responsible for reviewing the activities performed by the [Trustee]
under the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted
in preparing the compliance statement of the [Trustee] required by the Pooling and Servicing Agreement,
and except as disclosed in the Reports, the [Trustee] has fulfilled its obligations under the Pooling
and Servicing Agreement in all material respects; and
5. The report on assessment of compliance with servicing criteria applicable to
the [Trustee] for asset-backed securities of the [Trustee] and each Subcontractor utilized by the
[Trustee] and related attestation report on assessment of compliance with servicing criteria applicable
to it required to be included in the Annual Report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report. Any material
instances of non-compliance are described in such report and have been disclosed in the Annual Report.
In giving the certifications above, the [Trustee] has reasonably relied on information provided
to it by the following unaffiliated parties: [names of servicer(s), master servicer, subservicer,
depositor, trustee, custodian(s)].
Date: ____________________________________
__________________________________________
[Signature]
[Title]
EXHIBIT R
FORM 10-D, FORM 8-K AND FORM 10-K
REPORTING RESPONSIBILITY
As to each item described below, the entity indicated as the Responsible Party shall be primarily
responsible for reporting the information to the party identified as responsible for preparing the
Securities Exchange Act Reports pursuant to Section 3.18(a)(iv).
Under Item 1 of Form 10-D: a) items marked "Monthly Statements to Certificateholders" are required to be
included in the periodic Distribution Date statement under Section 6.04 of the Pooling and Servicing
Agreement, provided by the Trustee based on information received from the Servicer; and b) items marked
"Form 10-D report" are required to be in the Form 10-D report but not the Monthly Statements to
Certificateholders, provided by the party indicated. Information under all other Items of Form 10-D is
to be included in the Form 10-D report and sent to the Trustee and the Depositor.
X = such party is the source of information.
All information will be sent to the Depositor and the Trustee.
Form Item Description Servicer Trustee Custodian Depositor Sponsor
__________________________________________________________________________________________________________________________________
10-D Must be filed within 15 days of the distribution date for the asset-backed securities.
1 Distribution and
Pool Performance
Information
Item 1121(a) -
Distribution and
Pool Performance
Information
(1) Any applicable X
record dates,
accrual dates, (Monthly
determination dates Statements to
for calculating Certificateholders)
distributions and
actual distribution
dates for the
distribution period.
(2) Cash flows X
received and the
sources thereof for (Monthly
distributions, fees Statements to
and expenses. Certificateholders)
(3) Calculated X
amounts and
distribution of the (Monthly
flow of funds for Statements to
the period itemized Certificateholders)
by type and priority
of payment,
including:
(i) Fees or X
expenses accrued and
paid, with an (Monthly
identification of Statements to
the general purpose Certifiateholders)
of such fees and the
party receiving such
fees or expenses.
(ii) X
Payments accrued or
paid with respect to (Monthly
enhancement or other Statements to
support identified Certificateholders)
in Item 1114 of
Regulation AB (such
as insurance
premiums or other
enhancement
maintenance fees),
with an
identification of
the general purpose
of such payments and
the party receiving
such payments.
(iii) X
Principal, interest
and other (Monthly
distributions Statements to
accrued and paid on Certificateholders)
the asset-backed
securities by type
and by class or
series and any
principal or
interest shortfalls
or carryovers.
(iv) The X
amount of excess
cash flow or excess (Monthly
spread and the Statements to
disposition of Certificateholders)
excess cash flow.
(4) Beginning and X
ending principal
balances of the (Monthly
asset-backed Statements to
securities. Certifiateholders)
(5) Interest rates X
applicable to the
pool assets and the (Monthly
asset-backed Statements to
securities, as Certificateholders)
applicable. Consider
providing interest
rate information for
pool assets in
appropriate
distributional
groups or
incremental ranges.
(6) Beginning and X
ending balances of
transaction (Monthly
accounts, such as Statements to
reserve accounts, Certificateholders)
and material account
activity during the
period.
(7) Any amounts X
drawn on any credit
enhancement or other (Monthly
support identified Statements to
in Item 1114 of Certificateholders)
Regulation AB, as
applicable, and the
amount of coverage
remaining under any
such enhancement, if
known and applicable.
(8) Number and X Updated pool
amount of pool composition
assets at the (Monthly information fields
beginning and ending Statements to to be as specified
of each period, and Certificateholders) by Depositor from
updated pool time to time
composition
information, such as
weighted average
coupon, weighted
average remaining
term, pool factors
and prepayment
amounts.
(9) Delinquency and X X
loss information for
the period. (Monthly
Statements to
In addition, X Certificateholders)
describe any
material changes to
the information
specified in Item
1100(b)(5) of
Regulation AB
regarding the pool
assets. (methodology)
(10) Information on X X
the amount, terms
and general purpose (Monthly
of any advances made Statements to
or reimbursed during Certificateholders)
the period,
including the
general use of funds
advanced and the
general source of
funds for
reimbursements.
(11) Any material X X
modifications,
extensions or (Monthly
waivers to pool Statements to
asset terms, fees, Certificateholders)
penalties or
payments during the
distribution period
or that have
cumulatively become
material over time.
(12) Material X X* X
breaches of pool
asset (if agreed upon by the
representations or parties)
warranties or
transaction
covenants.
(13) Information on X
ratio, coverage or
other tests used for (Monthly
determining any Statements to
early amortization, Certificateholders)
liquidation or other
performance trigger
and whether the
trigger was met.
(14) Information X
regarding any new
issuance of
asset-backed
securities backed by
the same asset pool,
[information X X X
regarding] any
pool asset
changes (other
than in
connection
with a pool
asset
converting
into cash in
accordance
with its
terms), such
as additions
or removals in
connection
with a
prefunding or
revolving
period and
pool asset
substitutions
and
repurchases
(and purchase
rates, if
applicable),
and cash flows
available for
future
purchases,
such as the
balances of
any prefunding
or revolving
accounts, if
applicable.
Disclose any X X
material
changes in the
solicitation,
credit-granting,
underwriting,
origination,
acquisition or
pool selection
criteria or
procedures, as
applicable,
used to
originate,
acquire or
select the new
pool assets.
Item 1121(b) - X
Pre-Funding or
Revolving Period
Information
Updated pool
information as
required under Item
1121(b).
2 Legal Proceedings
Item 1117 - Legal
proceedings pending
against the
following entities,
or their respective
property, that is
material to
Certificateholders,
including
proceedings known to
be contemplated by
governmental
authorities:
Sponsor (Seller) X
Depositor X
Trustee
Issuing entity X
Master Servicer, X
affiliated Servicer,
other Servicer
servicing 20% or
more of pool assets
at time of report,
other material
servicers
Originator of 20% or X
more of pool assets
as of the Cut-off
Date
Custodian X
Sales of Securities
and Use of Proceeds
3 Information from X
Item 2(a) of Part II
of Form 10-Q:
With respect to any
sale of securities
by the sponsor,
depositor or issuing
entity, that are
backed by the same
asset pool or are
otherwise issued by
the issuing entity,
whether or not
registered, provide
the sales and use of
proceeds information
in Item 701 of
Regulation S-K.
Pricing information
can be omitted if
securities were not
registered.
Defaults Upon Senior
Securities
4 Information from X
Item 3 of Part II of
Form 10-Q:
Report the
occurrence of any
Event of Default
(after expiration of
any grace period and
provision of any
required notice)
Submission of
Matters to a Vote of
Security Holders
5 Information from X
Item 4 of Part II of
Form 10-Q
Significant Obligors
of Pool Assets
6 Item 1112(b) - X
Significant Obligor
Financial
Information*
*This information
need only be
reported on the Form
10-D for the
distribution period
in which updated
information is
required pursuant to
the Item.
Significant
Enhancement Provider
Information
7 Item 1114(b)(2) -
Credit Enhancement
Provider Financial
Information*
Determining X
applicable
disclosure
threshold
Obtaining X
required
financial
information or
effecting
incorporation
by reference
Item 1115(b) -
Derivative
Counterparty
Financial
Information*
Determining X
current
maximum
probable
exposure
Determining X
current
significance
percentage
Notify X
derivative
counter-party
of
significance
percentage and
requesting
required
financial
information
Obtain X
required
financial
information or
effecting
incorporation
by reference
*This information
need only be
reported on the Form
10-D for the
distribution period
in which updated
information is
required pursuant to
the Items.
8 Other Information
Disclose any
information required
to be reported on
Form 8-K during the
period covered by
the Form 10-D but
not reported
9 Exhibits
Distribution report X
Exhibits required by X
Item 601 of
Regulation S-K, such
as material
agreements
8-K
1.01 Entry into a
Material Definitive
Agreement
Disclosure is X X X X
required regarding
entry into or
amendment of any
definitive agreement
that is material to
the securitization,
even if depositor is
not a party.
Examples: servicing
agreement, custodial
agreement.
Note: disclosure not
required as to
definitive
agreements that are
fully disclosed in
the prospectus
1.02 Termination of a X X X X
Material Definitive
Agreement
Disclosure is
required regarding
termination of any
definitive agreement
that is material to
the securitization
(other than
expiration in
accordance with its
terms), even if
depositor is not a
party.
Examples: servicing
agreement, custodial
agreement.
1.03 Bankruptcy or
Receivership
Disclosure is X X X X X
required regarding
the bankruptcy or
receivership, if
known to the Master
Servicer, with
respect to any of
the following:
Sponsor (Seller),
Depositor, Master
Servicer, affiliated
Servicer, other
Servicer servicing
20% or more of pool
assets at time of
report, other
material servicers,
Certificate
Administrator,
Trustee, significant
obligor, credit
enhancer (10% or
more), derivatives
counterparty,
Custodian
2.04 Triggering Events
that Accelerate or
Increase a Direct
Financial Obligation
or an Obligation
under an Off-Balance
Sheet Arrangement
Includes an early X X
amortization,
performance trigger
or other event,
including event of
default, that would
materially alter the
payment
priority/distribution
of cash
flows/amortization
schedule.
Disclosure will be
made of events other
than waterfall
triggers which are
disclosed in the
Monthly Statements
to Certificateholders
3.03 Material
Modification to
Rights of Security
Holders
Disclosure is X X
required of any
material
modification to
documents defining
the rights of
Certificateholders,
including the
Pooling and
Servicing Agreement
5.03 Amendments to
Articles of
Incorporation or
Bylaws; Change in
Fiscal Year
Disclosure is X
required of any
amendment "to the
governing documents
of the issuing
entity"
5.06 Change in Shell
Company Status
[Not applicable to X
ABS issuers]
6.01 ABS Informational
and Computational
Material
[Not included in X
reports to be filed
under Section 3.18]
6.02 Change of Servicer
or Trustee
Requires disclosure
of any removal,
replacement,
substitution or
addition of any
master servicer,
affiliated servicer,
other servicer
servicing 10% or
more of pool assets
at time of report,
other material
servicers,
certificate
administrator or
trustee.
Reg AB disclosure X
about any new
servicer is also
required.
Reg AB disclosure X
about any new
trustee is also
required.
6.03 Change in Credit
Enhancement or Other
External Support
Covers termination X X
of any enhancement
in manner other than
by its terms, the
addition of an
enhancement, or a
material change in
the enhancement
provided. Applies
to external credit
enhancements as well
as derivatives.
Reg AB disclosure X
about any new
enhancement provider
is also required.
6.04 Failure to Make a X
Required Distribution
6.05 Securities Act
Updating Disclosure
If any material pool X
characteristic
differs by 5% or
more at the time of
issuance of the
securities from the
description in the
final prospectus,
provide updated Reg
AB disclosure about
the actual asset
pool.
If there are any new X
servicers or
originators required
to be disclosed
under Regulation AB
as a result of the
foregoing, provide
the information
called for in Items
1108 and 1110
respectively.
7.01 Regulation FD X X X X
Disclosure
8.01 Other Events
Any event, with X
respect to which
information is not
otherwise called for
in Form 8-K, that
the registrant deems
of importance to
security holders.
9.01 Financial Statements
and Exhibits
10-K
9B Other Information
Disclose any
information required
to be reported on
Form 8-K during the
fourth quarter
covered by the Form
10-K but not reported
15 Exhibits and
Financial Statement
Schedules
Item 1112(b) - X
Significant Obligor
Financial Information
Item 1114(b)(2) -
Credit Enhancement
Provider Financial
Information
Determining X
applicable
disclosure
threshold
Obtaining X
required
financial
information or
effecting
incorporation
by reference
Item 1115(b) -
Derivative
Counterparty
Financial Information
Determining X
current maximum
probable
exposure
Determining X
current
significance
percentage
Notifying X
derivative
counterparty of
significance
percentage and
requesting
required
financial
information
Obtaining X
required
financial
information or
effecting
incorporation
by reference
Item 1117 - Legal
proceedings pending
against the
following entities,
or their respective
property, that is
material to
Certificateholders,
including
proceedings known to
be contemplated by
governmental
authorities:
Sponsor (Seller) X
Depositor X
Trustee
Issuing entity X
Master Servicer, X
affiliated Servicer,
other Servicer
servicing 20% or
more of pool assets
at time of report,
other material
servicers
Originator of 20% or X
more of pool assets
as of the Cut-off
Date
Custodian X
Item 1119 -
Affiliations and
relationships
between the
following entities,
or their respective
affiliates, that are
material to
Certificateholders:
Sponsor (Seller) X
Depositor X
Trustee
Master Servicer, X
affiliated Servicer,
other Servicer
servicing 20% or
more of pool assets
at time of report,
other material
servicers
Originator X
Custodian X
Credit X
Enhancer/Support
Provider
Significant Obligor X
Item 1122 - X X X
Assessment of
Compliance with
Servicing Criteria
Item 1123 - Servicer X
Compliance Statement
EXHIBIT S
ADDITIONAL DISCLOSURE INFORMATION
Structured Asset Mortgage Investments II Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
E-mail: xxxxxxxxxxxxxxxxxx@xxxx.xxx
Xxxxx Fargo Bank, National Association as Trustee
X.X. Xxx 00
Xxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
E-mail: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn: Corporate Trust Services - BSMF 2007-AR4 - SEC REPORT PROCESSING
RE: **Additional Form [ ] Disclosure** Required
Ladies and Gentlemen:
In accordance with Section 3.18(a)(v) of the Pooling and Servicing Agreement, dated as of April
1, 2007, among Structured Asset Mortgage Investments II Inc., as depositor, EMC Mortgage Corporation, as
seller and servicer and Xxxxx Fargo Bank, National Association, as trustee. The Undersigned hereby
notifies you that certain events have come to our attention that [will][may] need to be disclosed on
Form [ ].
Description of Additional Form [ ] Disclosure:
List of Any Attachments hereto to be included in the Additional Form [ ] Disclosure:
Any inquiries related to this notification should be directed to [ ], phone number: [ ];
email address: [ ].
[NAME OF PARTY]
as [role]
By: _________________________________
Name:
Title:
SCHEDULE A
COUPON STRIP RESERVE ACCOUNT SCHEDULE
_________________________________________________________________________________________________________________________________
Balance of040fYearribution D Balance of 40 Year
Group I Loans at 16% CPR ate Distribution Date Group I Loans at 16% CPR
_________________________________________________________________________________________________________________________________
April 2017 28,297,701.00 May 2020 16,099,887.54
_________________________________________________________________________________________________________________________________
May 2017 27,872,020.42 June 2020 15,854,733.57
_________________________________________________________________________________________________________________________________
June 2017 27,452,611.48 July 2020 15,613,263.11
_________________________________________________________________________________________________________________________________
July 2017 27,039,404.77 August 2020 15,375,408.02
_________________________________________________________________________________________________________________________________
August 2017 26,632,287.06 September 2020 15,141,126.23
_________________________________________________________________________________________________________________________________
September 2017 26,231,169.24 October 2020 14,910,353.99
_________________________________________________________________________________________________________________________________
October 2017 25,835,986.24 November 2020 14,683,025.20
_________________________________________________________________________________________________________________________________
November 2017 25,446,625.69 December 2020 14,459,106.47
_________________________________________________________________________________________________________________________________
December 2017 25,063,025.25 January 2021 14,238,509.43
_________________________________________________________________________________________________________________________________
January 2018 24,685,073.61 February 2021 14,021,066.03
_________________________________________________________________________________________________________________________________
February 2018 24,312,677.64 March 2021 13,806,690.55
_________________________________________________________________________________________________________________________________
March 2018 23,945,746.27 April 2021 13,595,510.72
_________________________________________________________________________________________________________________________________
April 2018 23,584,266.00 May 2021 13,387,499.68
_________________________________________________________________________________________________________________________________
May 2018 23,228,139.89 June 2021 13,182,610.26
_________________________________________________________________________________________________________________________________
June 2018 22,877,308.43 July 2021 12,980,784.57
_________________________________________________________________________________________________________________________________
July 2018 22,531,674.38 August 2021 12,781,987.76
_________________________________________________________________________________________________________________________________
August 2018 22,191,179.78 September 2021 12,586,163.67
_________________________________________________________________________________________________________________________________
September 2018 21,855,766.42 October 2021 12,393,269.67
_________________________________________________________________________________________________________________________________
October 2018 21,525,341.94 November 2021 12,203,253.79
_________________________________________________________________________________________________________________________________
November 2018 21,199,841.48 December 2021 12,016,077.31
_________________________________________________________________________________________________________________________________
December 2018 20,879,177.90 January 2022 11,831,683.66
_________________________________________________________________________________________________________________________________
January 2019 20,563,275.64 February 2022 11,649,964.90
_________________________________________________________________________________________________________________________________
February 2019 20,251,955.85 March 2022 11,470,863.60
_________________________________________________________________________________________________________________________________
March 2019 19,945,112.52 April 2022 11,294,441.06
_________________________________________________________________________________________________________________________________
April 2019 19,642,844.61 May 2022 11,120,653.59
_________________________________________________________________________________________________________________________________
May 2019 19,345,094.14 June 2022 10,949,471.50
_________________________________________________________________________________________________________________________________
June 2019 19,051,809.89 July 2022 10,780,846.87
_________________________________________________________________________________________________________________________________
July 2019 18,762,924.26 August 2022 10,614,750.80
_________________________________________________________________________________________________________________________________
August 2019 18,478,355.84 September 2022 10,451,136.79
_________________________________________________________________________________________________________________________________
September 2019 18,198,054.67 October 2022 10,289,968.95
_________________________________________________________________________________________________________________________________
October 2019 17,921,959.20 November 2022 10,131,215.27
_________________________________________________________________________________________________________________________________
November 2019 17,649,976.27 December 2022 9,974,833.60
_________________________________________________________________________________________________________________________________
December 2019 17,382,065.27 January 2023 9,820,781.58
_________________________________________________________________________________________________________________________________
January 2020 17,118,133.31 February 2023 9,668,991.70
_________________________________________________________________________________________________________________________________
February 2020 16,857,965.04 March 2023 9,519,422.92
_________________________________________________________________________________________________________________________________
March 2020 16,601,445.88 April 2023 9,372,091.51
_________________________________________________________________________________________________________________________________
April 2020 16,348,768.32 May 2023 9,226,966.89
_________________________________________________________________________________________________________________________________
June 2023 9,084,016.49 December 2026 4,672,028.84
_________________________________________________________________________________________________________________________________
July 2023 8,943,208.07 January 2027 4,597,479.81
_________________________________________________________________________________________________________________________________
August 2023 8,804,509.99 February 2027 4,524,055.27
_________________________________________________________________________________________________________________________________
September 2023 8,667,890.94 March 2027 4,451,739.23
_________________________________________________________________________________________________________________________________
October 2023 8,533,320.58 April 2027 4,380,518.06
_________________________________________________________________________________________________________________________________
November 2023 8,400,766.52 May 2027 4,310,375.76
_________________________________________________________________________________________________________________________________
December 2023 8,270,199.87 June 2027 4,241,296.36
_________________________________________________________________________________________________________________________________
January 2024 8,141,587.22 July 2027 4,173,264.17
_________________________________________________________________________________________________________________________________
February 2024 8,014,875.55 August 2027 4,106,263.71
_________________________________________________________________________________________________________________________________
March 2024 7,890,037.78 September 2027 4,040,279.70
_________________________________________________________________________________________________________________________________
April 2024 7,767,073.76 October 2027 3,975,297.14
_________________________________________________________________________________________________________________________________
May 2024 7,645,957.26 November 2027 3,911,298.03
_________________________________________________________________________________________________________________________________
June 2024 7,526,654.69 December 2027 3,848,271.08
_________________________________________________________________________________________________________________________________
July 2024 7,409,145.50 January 2028 3,786,202.05
_________________________________________________________________________________________________________________________________
August 2024 7,293,403.14 February 2028 3,725,075.22
_________________________________________________________________________________________________________________________________
September 2024 7,179,401.40 March 2028 3,664,880.25
_________________________________________________________________________________________________________________________________
October 2024 7,067,108.87 April 2028 3,605,601.21
_________________________________________________________________________________________________________________________________
November 2024 6,956,504.90 May 2028 3,547,221.46
_________________________________________________________________________________________________________________________________
December 2024 6,847,565.07 June 2028 3,489,730.67
_________________________________________________________________________________________________________________________________
January 2025 6,740,262.28 July 2028 3,433,112.83
_________________________________________________________________________________________________________________________________
February 2025 6,634,554.74 August 2028 3,377,357.89
_________________________________________________________________________________________________________________________________
March 2025 6,530,420.64 September 2028 3,322,450.33
_________________________________________________________________________________________________________________________________
April 2025 6,427,855.11 October 2028 3,268,377.60
_________________________________________________________________________________________________________________________________
May 2025 6,326,830.62 November 2028 3,215,130.41
_________________________________________________________________________________________________________________________________
June 2025 6,227,329.69 December 2028 3,162,693.76
_________________________________________________________________________________________________________________________________
July 2025 6,129,324.59 January 2029 3,111,056.61
_________________________________________________________________________________________________________________________________
August 2025 6,032,798.31 February 2029 3,060,211.15
_________________________________________________________________________________________________________________________________
September 2025 5,937,728.89 March 2029 3,010,147.96
_________________________________________________________________________________________________________________________________
October 2025 5,844,090.02 April 2029 2,960,848.44
_________________________________________________________________________________________________________________________________
November 2025 5,751,864.48 May 2029 2,912,300.89
_________________________________________________________________________________________________________________________________
December 2025 5,661,027.06 June 2029 2,864,494.23
_________________________________________________________________________________________________________________________________
January 2026 5,571,560.38 July 2029 2,817,417.52
_________________________________________________________________________________________________________________________________
February 2026 5,483,431.88 August 2029 2,771,060.02
_________________________________________________________________________________________________________________________________
March 2026 5,396,623.97 September 2029 2,725,411.12
_________________________________________________________________________________________________________________________________
April 2026 5,311,124.42 October 2029 2,680,460.27
_________________________________________________________________________________________________________________________________
May 2026 5,226,914.46 November 2029 2,636,195.63
_________________________________________________________________________________________________________________________________
June 2026 5,143,979.38 December 2029 2,592,608.98
_________________________________________________________________________________________________________________________________
July 2026 5,062,296.02 January 2030 2,549,691.59
_________________________________________________________________________________________________________________________________
August 2026 4,981,845.89 February 2030 2,507,438.15
_________________________________________________________________________________________________________________________________
September 2026 4,902,610.79 March 2030 2,465,843.09
_________________________________________________________________________________________________________________________________
October 2026 4,824,576.88 April 2030 2,424,884.54
_________________________________________________________________________________________________________________________________
November 2026 4,747,721.98 May 2030 2,384,554.55
_________________________________________________________________________________________________________________________________
June 2030 2,344,841.87 December 2033 1,131,482.30
_________________________________________________________________________________________________________________________________
July 2030 2,305,739.35 January 2034 1,111,288.00
_________________________________________________________________________________________________________________________________
August 2030 2,267,236.10 February 2034 1,091,414.70
_________________________________________________________________________________________________________________________________
September 2030 2,229,323.32 March 2034 1,071,856.30
_________________________________________________________________________________________________________________________________
October 2030 2,191,994.03 April 2034 1,052,609.17
_________________________________________________________________________________________________________________________________
November 2030 2,155,238.53 May 2034 1,033,667.75
_________________________________________________________________________________________________________________________________
December 2030 2,119,048.08 June 2034 1,015,028.25
_________________________________________________________________________________________________________________________________
January 2031 2,083,415.95 July 2034 996,686.10
_________________________________________________________________________________________________________________________________
February 2031 2,048,341.46 August 2034 978,635.96
_________________________________________________________________________________________________________________________________
March 2031 2,013,820.58 September 2034 960,874.19
_________________________________________________________________________________________________________________________________
April 2031 1,979,831.71 October 2034 943,395.66
_________________________________________________________________________________________________________________________________
May 2031 1,946,366.38 November 2034 926,196.71
_________________________________________________________________________________________________________________________________
June 2031 1,913,416.84 December 2034 909,273.16
_________________________________________________________________________________________________________________________________
July 2031 1,880,975.53 January 2035 892,619.83
_________________________________________________________________________________________________________________________________
August 2031 1,849,036.50 February 2035 876,232.29
_________________________________________________________________________________________________________________________________
September 2031 1,817,590.78 March 2035 860,105.40
_________________________________________________________________________________________________________________________________
October 2031 1,786,631.00 April 2035 844,236.90
_________________________________________________________________________________________________________________________________
November 2031 1,756,152.13 May 2035 828,622.95
_________________________________________________________________________________________________________________________________
December 2031 1,726,145.28 June 2035 813,259.68
_________________________________________________________________________________________________________________________________
January 2032 1,696,604.80 July 2035 798,143.29
_________________________________________________________________________________________________________________________________
February 2032 1,667,531.23 August 2035 783,270.02
_________________________________________________________________________________________________________________________________
March 2032 1,638,918.73 September 2035 768,635.55
_________________________________________________________________________________________________________________________________
April 2032 1,610,751.87 October 2035 754,236.89
_________________________________________________________________________________________________________________________________
May 2032 1,583,022.19 November 2035 740,069.84
_________________________________________________________________________________________________________________________________
June 2032 1,555,724.49 December 2035 726,130.32
_________________________________________________________________________________________________________________________________
July 2032 1,528,852.38 January 2036 712,415.58
_________________________________________________________________________________________________________________________________
August 2032 1,502,399.51 February 2036 698,922.55
_________________________________________________________________________________________________________________________________
September 2032 1,476,359.65 March 2036 685,648.53
_________________________________________________________________________________________________________________________________
October 2032 1,450,726.58 April 2036 672,588.63
_________________________________________________________________________________________________________________________________
November 2032 1,425,494.65 May 2036 659,738.96
_________________________________________________________________________________________________________________________________
December 2032 1,400,657.67 June 2036 647,096.39
_________________________________________________________________________________________________________________________________
January 2033 1,376,210.45 July 2036 634,657.80
_________________________________________________________________________________________________________________________________
February 2033 1,352,151.46 August 2036 622,419.62
_________________________________________________________________________________________________________________________________
March 2033 1,328,474.39 September 2036 610,378.88
_________________________________________________________________________________________________________________________________
April 2033 1,305,170.01 October 2036 598,532.57
_________________________________________________________________________________________________________________________________
May 2033 1,282,231.44 November 2036 586,877.66
_________________________________________________________________________________________________________________________________
June 2033 1,259,654.24 December 2036 575,411.17
_________________________________________________________________________________________________________________________________
July 2033 1,237,432.99 January 2037 564,131.14
_________________________________________________________________________________________________________________________________
August 2033 1,215,562.33 February 2037 553,038.72
_________________________________________________________________________________________________________________________________
September 2033 1,194,037.00 March 2037 542,133.13
_________________________________________________________________________________________________________________________________
October 2033 1,172,851.76
_________________________________________________________________________________________________________________________________
November 2033 1,152,001.58
_________________________________________________________________________________________________________________________________