MORGAN STANLEY CAPITAL I INC. ABS-15G
Exhibit 99.1
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Ernst & Young LLP One Manhattan West New York, NY 10001 |
Tel: +1 212 773 3000 ey.com |
Report of Independent Accountants on Applying Agreed-Upon Procedures
Morgan Stanley Mortgage Capital Holdings LLC (the “Sponsor”) Morgan Stanley Capital I Inc. (the “Depositor”) Morgan Stanley & Co. LLC (the “Initial Purchaser”) 1585 Broadway, 24th Floor New York, New York 10036 |
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Re: | Morgan Stanley Residential Mortgage Loan Trust 2025-DSC3 (the “Issuing Entity”) |
Mortgage Pass-Through Certificates, Series 2025-DSC3 (the “Certificates”)
Sample Mortgage Loan AgreedUpon Procedures
We have performed the procedures enumerated in Attachment A, which were agreed to and acknowledged as appropriate by the Sponsor, Depositor and Initial Purchaser (collectively, the “Specified Parties”), for the intended purpose of assisting the Specified Parties in evaluating the accuracy of certain information with respect to a pool of mortgage loans (the “Mortgage Loans”) relating to the Issuing Entity’s securitization transaction. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The appropriateness of these procedures is solely the responsibility of the Specified Parties identified in this report. No other party acknowledged the appropriateness of the procedures. Consequently, we make no representation regarding the appropriateness of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.
The procedures performed and our associated findings are included in Attachment A.
For the purpose of the procedures described in this report, the Initial Purchaser, on behalf of the Depositor, provided us with:
a. | Electronic data files (collectively, the “Provided Data Files”): |
i. | Labeled “MSRM 2025-DSC3 Population.xlsx” (the “Loan Listing Data File”), that the Initial Purchaser, on behalf of the Depositor, indicated contains a list of identification numbers (each, an “Investor Loan ID”) relating to certain mortgage loans (the “Preliminary Mortgage Loans”) that are expected to be representative of the Mortgage Loans and |
ii. | Labeled “MSRM 2025-DSC3 Rating Agency (08.28).xlsx”
and the corresponding record layout and decode information, as applicable (the “Preliminary Data File”), that the Initial
Purchaser, on behalf of the Depositor, indicated contains information as of 1 September 2025 (the “Cutoff Date”)
relating to the Preliminary Mortgage Loans, |
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b. | Imaged copies of the following items (collectively, the “Source Documents”): |
i. | Promissory note (the “Note”), |
ii. | Credit report (the “Credit Report”), |
iii. | Loan application, occupancy affidavit, warranty deed and/or commercial loan application (collectively and as applicable, the “Application”), |
iv. | Underwriting summary, summary of findings, loan product advisor feedback certificate and/or conditional underwriting approval (collectively and as applicable, the “Underwriting Summary”), |
v. | Appraisal report (the “Appraisal”), |
vi. | Fraud report (the “Fraud Report”) and |
vii. | Settlement statement or closing disclosure (collectively and as applicable, the “Settlement Statement”) |
that the Initial Purchaser, on behalf of the Depositor, indicated relate to the Sample Mortgage Loans (as defined in Attachment A),
c. | The list of relevant characteristics (the “Sample Characteristics”) on the Preliminary Data File, which is shown on Exhibit 1 to Attachment A, and |
d. | Instructions, assumptions and methodologies, which are described in Attachment A. |
For the purpose of the procedures described in this report, certain information on the Preliminary Data File is the “Subject Matter” as of the date of this report.
The procedures included in Attachment A were limited to comparing or recalculating certain information that is further described in Attachment A. The Depositor is responsible for the Subject Matter, Provided Data Files, Source Documents, Sample Characteristics and the determination of the instructions, assumptions and methodologies that are described herein. We were not requested to perform, and we have not performed, any procedures other than those listed in Attachment A. We have not verified, and we make no representation as to, the accuracy, completeness or reasonableness of the Loan Listing Data File, Source Documents or any other information provided to us, or that we were instructed to obtain, as applicable, by the Initial Purchaser, on behalf of the Depositor, upon which we relied in forming our findings. Accordingly, we make no representation and express no opinion or conclusion as to (a) the existence of the Preliminary Mortgage Loans or Mortgage Loans, (b) questions of legal or tax interpretation or (c) the appropriateness, accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by the Initial Purchaser, on behalf of the Depositor, that are described in this report. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.
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This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants (the “AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the Specified Parties have agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. We were not engaged to, and did not, conduct an examination to express an opinion or a review to express a conclusion in accordance with attestation standards established by the AICPA on any of the items referred to herein. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
The agreed-upon procedures described in this report were not performed for the purpose of:
a. | Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or |
b. | Making any findings with respect to: |
i. | Whether the origination of the Mortgage Loans conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements, |
ii. | The value of the collateral securing the Mortgage Loans, |
iii. | Whether the originator(s) of the Mortgage Loans complied with federal, state or local laws or regulations or |
iv. | Any other factor or characteristic of the Mortgage Loans that would be material to the likelihood that the issuer of the Certificates will pay interest and principal in accordance with applicable terms and conditions. |
We are required to be independent of the Depositor and to meet our other ethical responsibilities, as applicable, for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreedupon procedures engagements are less restrictive than independence requirements for audit and other attestation services.
This report is intended solely for the information and use of the Specified Parties and is not intended to be, and should not be, used by anyone other than the Specified Parties. It is not intended to be, and should not be, used by any other person or entity, including investors and rating agencies, who are not identified in the report as Specified Parties but who may have access to this report as required by law or regulation.
/s/ Ernst & Young LLP
4 September 2025
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Attachment A |
Procedures performed and our associated findings
1. | As instructed by the Initial Purchaser, on behalf of the Depositor, we randomly selected a sample of 303 Preliminary Mortgage Loans from the Loan Listing Data File (the “Sample Mortgage Loans”). For the purpose of this procedure, the Initial Purchaser, on behalf of the Depositor, did not inform us as to the basis for how they determined the number of Sample Mortgage Loans or the methodology they instructed us to use to select the Sample Mortgage Loans from the Loan Listing Data File. |
For the purpose of the procedures described in this report, the 303 Sample Mortgage Loans are referred to as Sample Mortgage Loan Numbers 1 through 303.
2. | For each mortgage loan on the Loan Listing Data File and Preliminary Data File, we compared the Investor Loan ID, as shown on the Loan Listing Data File, to the corresponding Investor Loan ID, as shown on the Preliminary Data File, and noted that: |
a. | All of the Preliminary Mortgage Loans were included on both the Loan Listing Data File and Preliminary Data File and |
b. | No mortgage loans other than the Preliminary Mortgage Loans were included on the Loan Listing Data File or Preliminary Data File. |
3. | For each Sample Mortgage Loan, we compared the Sample Characteristics listed on Exhibit 1 to Attachment A, as shown on the Preliminary Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the Source Documents or Preliminary Data File, as applicable, subject to the instructions, assumptions and methodologies provided by the Initial Purchaser, on behalf of the Depositor, described in the notes to Exhibit 1 to Attachment A. The Source Document(s) that we were instructed by the Initial Purchaser, on behalf of the Depositor, to use for each Sample Characteristic are shown on Exhibit 1 to Attachment A. Except for the information shown on Exhibit 2 to Attachment A, all such compared information was found to be in agreement. |
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Exhibit 1 to Attachment A Page 1 of 7 |
Sample Characteristics and Source Documents
Sample Characteristic |
Preliminary |
Source Document(s) |
Loan number |
Investor Loan ID |
Note |
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Original principal balance |
Original Loan Amount |
Note |
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Original interest rate |
Original Interest Rate |
Note |
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First payment date |
First Payment Date of Loan |
Note |
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Maturity date |
Maturity Date |
Note |
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Property state |
State |
Note |
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Property zip code |
Postal Code |
Note |
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Original term |
Original Term to Maturity |
(a) Note or (b) Note and recalculation |
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Original interest only term |
Original Interest Only Term |
(a) Note or (b) Note and recalculation |
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Prepayment charge term |
Prepayment Penalty Total Term |
Note |
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Occupancy status |
Occupancy |
Application or Underwriting Summary |
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Appraisal value |
Original Appraised Property Value |
(a) Appraisal or (b) Appraisal and recalculation |
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Property type |
Property Type |
Appraisal or Underwriting Summary |
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Sale price |
Sales Price |
Settlement Statement |
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Loan purpose |
Loan Purpose |
Application, Fraud Report, Credit Report or Recalculation |
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Junior lien balance |
Junior Mortgage Balance |
Underwriting Summary, Application, Settlement Statement or Credit Report |
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Index description |
Index Type |
Note |
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Gross margin |
Gross Margin |
Note |
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Exhibit 1 to Attachment A Page 2 of 7 |
Sample Characteristic |
Preliminary |
Source Document(s) |
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Initial fixed rate period |
Initial Fixed Rate Period |
(a) Note or (b) Note and recalculation |
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Subsequent interest rate reset period |
Subsequent Interest Rate Reset Period |
(a) Note or (b) Note and recalculation |
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Initial interest rate cap change up |
Initial Interest Rate Cap Change Up |
(a) Note or (b) Note and recalculation |
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Initial interest rate cap change down |
Initial Interest Rate Cap Change Down |
Note and recalculation |
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Subsequent interest rate change up |
Subsequent Interest Rate Change Up |
Note |
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Subsequent interest rate change down |
Subsequent Interest Rate Change Down |
Note |
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Maximum interest rate |
Lifetime Maximum Rate Ceiling |
Note |
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Minimum interest rate |
Lifetime Minimum Rate Floor |
Note or Settlement Statement |
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Original loan-to-value ratio |
Original LTV |
Recalculation |
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Combined loan-to-value ratio |
Original CLTV |
Recalculation |
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Exhibit 1 to Attachment A Page 3 of 7 |
Notes:
i. | The loan number Sample Characteristic is for identification purposes only. |
ii. | For the purpose of comparing the original term Sample Characteristic for any Sample Mortgage Loan that does not have the original term specifically stated in the Note, the Initial Purchaser, on behalf of the Depositor, instructed us to use the sum of: |
(a) | The difference in months between the maturity date and first payment date, both as shown in the Note, and |
(b) | 1. |
iii. | For the purpose of comparing the original interest only term Sample Characteristic for any Sample Mortgage Loan that does not have the original interest only term specifically stated in the Note, the Initial Purchaser, on behalf of the Depositor, instructed us to use the sum of: |
(a) | The difference in months between the interest only end date and first payment date, both as shown in the Note, and |
(b) | 1. |
iv. | For the purpose of comparing a Sample Characteristic listing the Application as a Source Document for any Sample Mortgage Loan for which the Initial Purchaser, on behalf of the Depositor, provided more than one Application, the Initial Purchaser, on behalf of the Depositor, instructed us to use the most recent Application as the Source Document. |
v. | For the purpose of comparing the occupancy status Sample Characteristic, the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement if the value on the Preliminary Data File agreed with the corresponding information in at least one of the Source Documents listed for such Sample Characteristic. We performed no procedures to reconcile any differences that may exist relating to the information in the Source Documents relating to the occupancy status Sample Characteristic. |
vi. | For the purpose of comparing a Sample Characteristic listing the Appraisal as a Source Document for any Sample Mortgage Loan for which the Initial Purchaser, on behalf of the Depositor, provided more than one Appraisal, the Initial Purchaser, on behalf of the Depositor, instructed us to use the Appraisal with the lowest appraisal value as the Source Document. |
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Exhibit 1 to Attachment A Page 4 of 7 |
Notes: (continued)
vii. | For the purpose of comparing the appraisal value Sample Characteristic for any Sample Mortgage Loan for which the Initial Purchaser, on behalf of the Depositor, provided an Appraisal for each mortgaged property relating to such Sample Mortgage Loan, the Initial Purchaser, on behalf of the Depositor, instructed us to use the sum of the appraisal values for the related mortgaged properties, as shown in the corresponding Appraisals. |
viii. | For the purpose of comparing the property type Sample Characteristic, the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement if the value on the Preliminary Data File agreed with the corresponding information in at least one of the Source Documents listed for such Sample Characteristic. We performed no procedures to reconcile any differences that may exist relating to the information in the Source Documents relating to the property type Sample Characteristic. |
For the purpose of comparing the property type Sample Characteristic, the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement with a property type of:
(a) | “Townhouse” if the design (style) is “Twnhse” or |
(b) | “1 Family Attached” if the type is “S-Det./End Unit” and the design (style) is “Row,” “Duplex” or “Twin,” |
as shown in the applicable Source Document.
ix. | For the purpose of comparing a Sample Characteristic
listing the Settlement Statement as a Source Document for any Sample Mortgage Loan for which the Initial Purchaser, on behalf of the
Depositor, provided more than one Settlement Statement, the Initial Purchaser, on behalf of the Depositor, instructed us to use the most
recent Settlement Statement as the Source Document. |
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Exhibit 1 to Attachment A Page 5 of 7 |
Notes: (continued)
x. | For the purpose of comparing the loan purpose Sample Characteristic for any Sample Mortgage Loan with a loan purpose of “First Time Home Purchase” or “Otherthanfirsttime Home Purchase,” as shown on the Preliminary Data File (each, a “Purchase Sample Mortgage Loan”), the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement if the value on the Preliminary Data File agreed with the corresponding information in at least one of the Source Documents listed for such Sample Characteristic. We performed no procedures to reconcile any differences that may exist relating to the information in the Source Documents relating to the loan purpose Sample Characteristic for any Purchase Sample Mortgage Loan. |
For any remaining Sample Mortgage Loan (each, a “Refinanced Sample Mortgage Loan”), the Initial Purchaser, on behalf of the Depositor, instructed us to calculate the “Amount to Borrower” as the difference between the:
(a) | Original principal balance, as shown in the Note, and |
(b) | Sum of the: |
(1) | Unpaid principal balance of any previous mortgage loan that is being refinanced, as shown in the Settlement Statement, and |
(2) | Total closing costs relating to the Refinanced Sample Mortgage Loan, as shown in the Settlement Statement. |
For any Refinanced Sample Mortgage Loan (except for Sample Mortgage Loan Number 82), the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement with a loan purpose of:
(a) | “Refinance – Cash Out” if the Amount to Borrower is greater than the lesser of (i) $2,000 and (ii) 1% of the original principal balance, as shown in the Note, or |
(b) | “Refinance – Rate Term” for each remaining Refinanced Sample Mortgage Loan. |
For Sample Mortgage Loan Number 82, the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement with a loan purpose of “Refinance – Cash Out” if the Amount to Borrower is greater than the lesser of (i) $5,000 and (ii) 5% of the original principal balance, as shown in the Note.
xi. | For the purpose of comparing the junior lien balance Sample Characteristic, the Initial Purchaser, on behalf of the Depositor, instructed us to note agreement if the value on the Preliminary Data File agreed with the corresponding information in at least one of the Source Documents listed for such Sample Characteristic. We performed no procedures to reconcile any differences that may exist relating to the information in the Source Documents relating to the junior lien balance Sample Characteristic. |
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Exhibit 1 to Attachment A Page 6 of 7 |
Notes: (continued)
xii. | The Initial Purchaser, on behalf of the Depositor, instructed us not to perform any procedures with respect to the: |
(a) | Index description, |
(b) | Gross margin, |
(c) | Initial fixed rate period, |
(d) | Subsequent interest rate reset period, |
(e) | Initial interest rate cap change up, |
(f) | Initial interest rate cap change down, |
(g) | Subsequent interest rate change up, |
(h) | Subsequent interest rate change down, |
(i) | Maximum interest rate and |
(j) | Minimum interest rate |
Sample Characteristics for any Sample Mortgage Loan with a gross margin value of “0.000(%)” or <blank>, as shown on the Preliminary Data File.
xiii. | For the purpose of comparing the initial fixed rate period Sample Characteristic for any Sample Mortgage Loan with a gross margin value greater than “0.000(%),” as shown in the Note (each, an “ARM Sample Mortgage Loan”), that does not have the initial fixed rate period specifically stated in the Note, the Initial Purchaser, on behalf of the Depositor, instructed us to use the sum of: |
(a) | The difference in months between the first rate change date and first payment date, both as shown in the Note, and |
(b) | 1. |
xiv. | For the purpose of comparing the initial interest rate cap change up Sample Characteristic for any ARM Sample Mortgage Loan that does not have the initial interest rate cap change up specifically stated in the Note, the Initial Purchaser, on behalf of the Depositor, instructed us to use the difference between the: |
(a) | Initial rate adjustment maximum interest rate and |
(b) | Original interest rate, |
both as shown in the Note.
xv. | For the purpose of comparing the initial interest rate cap change down Sample Characteristic for any ARM Sample Mortgage Loan that does not have the initial interest rate cap change down specifically stated in the Note, the Initial Purchaser, on behalf of the Depositor, instructed us to use the maximum of: |
(a) | The difference between the: |
(1) | Original interest rate and |
(2) | Initial rate adjustment minimum interest rate, |
both as shown in the Note, and
(b) | 0.000(%). |
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Exhibit 1 to Attachment A Page 7 of 7 |
Notes: (continued)
xvi. | For the purpose of comparing the minimum interest rate Sample Characteristic for any ARM Sample Mortgage Loan that does not have the minimum interest rate specifically stated in the Note or Settlement Statement, the Initial Purchaser, on behalf of the Depositor, instructed us to use the gross margin, as shown in the Note, as the minimum interest rate. |
xvii. | The Initial Purchaser, on behalf of the Depositor, instructed us to calculate the “Value for LTV” as: |
(a) | For any Purchase Sample Mortgage Loan, the lesser of the (1) appraisal value, as shown in the Appraisal, and (2) sale price, as shown in the Settlement Statement, |
(b) | For any Refinanced Sample Mortgage Loan (except for Sample Mortgage Loan Numbers 14 and 143), the appraisal value, as shown in the Appraisal, or |
(c) | For Sample Mortgage Loan Numbers 14 and 143, the value used for LTV, as shown on the Preliminary Data File. |
xviii. | For the purpose of comparing the original loan-to-value ratio Sample Characteristic, the Initial Purchaser, on behalf of the Depositor, instructed us to use the quotient (rounded to the fourth decimal place (X.XXXX)) of the: |
(a) | Original principal balance, as shown in the Note, divided by |
(b) | Value for LTV, as calculated herein. |
xix. | For the purpose of comparing the combined loan-to-value ratio Sample Characteristic, the Initial Purchaser, on behalf of the Depositor, instructed us to use the quotient (rounded to the fourth decimal place (X.XXXX)) of the: |
(a) | Sum of the original principal balance, as shown in the Note, and junior lien balance, as shown in the applicable Source Document(s), divided by |
(b) | Value for LTV, as calculated herein. |
xx. | For the purpose of comparing the original loan-to-value ratio and combined loan-to-value ratio Sample Characteristics, the Initial Purchaser, on behalf of the Depositor, instructed us to ignore differences of +/- 0.0001 or less. |
We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Initial Purchaser, on behalf of the Depositor, that are described in the notes above.
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Exhibit 2 to Attachment A |
Sample Characteristic Differences
Sample Mortgage Loan Number |
Sample Characteristic |
Preliminary Data File Value |
Source Document Value |
55 |
Original loan-to-value ratio |
0.6985 |
0.7000 |
Combined loan-to-value ratio |
0.6985 |
0.7000 | |
62 |
Property type |
PUD |
Townhouse |
172 |
Property type |
PUD |
Townhouse |
196 |
Prepayment charge term |
0 |
36 |
199 |
Prepayment charge term |
0 |
60 |
201 |
Prepayment charge term |
0 |
60 |
287 |
Property type |
1 Family Attached |
Townhouse |
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