Exhibit 3 - JPMorgan Chase & Co. RMBS Settlement Offer

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eans that the aggregate Stated Principal Balances of the Mortgage Loans in Group I at closingexceeded the aggregate Certificate Principal Balances of the Group I Certificates. The transaction25 As further discussed below, the PSA does not provide for writing up the Certificate Principal Balances of the GroupII Certificates in this instance.26 See PSA § 1.01, definition of “Subgroup Principal Remittance Amount” (stating in pertinent part: “With respectto any Distribution Date and either Loan Subgroup, the sum of (iii) the principal portion of all related Net LiquidationProceeds, Insurance Proceeds and Subsequent Recoveries received during such Prepayment Period with respect tothe Group I Mortgage Loans in that Loan Subgroup . . . .) (emphasis added).There are two different principal waterfalls, one for Subgroup I-1 and one for Subgroup I-2. For example, PSA §4.02(b)(A)(1) provides that the Subgroup I-1 Principal Distribution Amount and the Subgroup I-2 PrincipalDistribution Amount is paid to the Subgroup 1-1 Certificates and the Subgroup 1-2 Certificates. The definition ofSubgroup I-1 Principal Distribution Amount and the Subgroup I-2 Principal Distribution Amount includes theSubgroup Principal Remittance Amount. PSA § 1.01, definitions of Subgroup I-1 Principal Distribution Amount andSubgroup I-2 Principal

et al. v. UBS Real Estate Securities, Inc. (the “Putback Action”). The Trustee alleged that UBS RESI breached representations and warranties under the PSA with respect to the Mortgage Loans. 7 1. Prior Correspondence from Assured Related to the Putback Action 8. On May 6, 2013, Assured

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