OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, Depositor OPTION ONE MORTGAGE CORPORATION, Servicer HSBC BANK USA, NATIONAL ASSOCIATION, Trustee and WELLS FARGO BANK, N.A., Master Servicer, Trust Administrator and Custodian POOLING AND SERVICING AGREEMENT...
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION,
Depositor
OPTION
ONE MORTGAGE CORPORATION,
Servicer
HSBC
BANK
USA, NATIONAL ASSOCIATION,
Trustee
and
XXXXX
FARGO BANK, N.A.,
Master
Servicer, Trust Administrator and Custodian
Dated
as
of April 1, 2007
___________________________
Asset-Backed
Certificates, Series 2007-HL1
Table
of Contents
ARTICLE
I
DEFINITIONS
|
SECTION
1.01.
|
Defined
Terms.
|
|
SECTION
1.02.
|
Accounting.
|
|
SECTION
1.03.
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02.
|
Acceptance
by Trustee and the Trust Administrator.
|
|
SECTION
2.03.
|
Repurchase
or Substitution of Mortgage Loans by the Originator or the
Obligor.
|
|
SECTION
2.04.
|
Intentionally
Omitted.
|
|
SECTION
2.05.
|
Representations,
Warranties and Covenants of Servicer and the Master
Servicer.
|
|
SECTION
2.06.
|
Representations
and Warranties of the Depositor.
|
|
SECTION
2.07.
|
Issuance
of Certificates.
|
|
SECTION
2.08.
|
Authorization
to Enter into Interest Rate Swap Agreement.
|
|
SECTION
2.09.
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2,
REMIC 3,
REMIC 4, REMIC 5 and REMIC 6 by the Trustee; Issuance of
Certificates.
|
|
SECTION
2.10.
|
Negative
Covenants of the Trustee, the Trust Administrator and the
Servicer.
|
ARTICLE
III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
|
SECTION
3.01.
|
Servicer
to Act as Servicer.
|
|
SECTION
3.02.
|
Sub-Servicing
Agreements Between Servicer and Sub-Servicers.
|
|
SECTION
3.03.
|
Successor
Sub-Servicers.
|
|
SECTION
3.04.
|
Liability
of the Servicer.
|
|
SECTION
3.05.
|
No
Contractual Relationship Between Sub-Servicers and the Certificate
Insurer, the Trust Administrator, the Trustee or
Certificateholders.
|
|
SECTION
3.06.
|
Assumption
or Termination of Sub-Servicing Agreements by the Master
Servicer.
|
|
SECTION
3.07.
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.08.
|
Sub-Servicing
Accounts.
|
|
SECTION
3.09.
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
|
SECTION
3.10.
|
Collection
Account and Distribution Account.
|
|
SECTION
3.11.
|
Withdrawals
from the Collection Account and Distribution Account.
|
|
SECTION
3.12.
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
|
SECTION
3.13.
|
Rights
of the Class C Certificateholder.
|
|
SECTION
3.14.
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
|
SECTION
3.15.
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.16.
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.17.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18.
|
Servicing
Compensation.
|
|
SECTION
3.19.
|
Reports
to the Trust Administrator and the Certificate Insurer; Collection
Account
Statements.
|
|
SECTION
3.20.
|
Statement
as to Compliance.
|
|
SECTION
3.21.
|
Assessment
of Compliance and Attestation Report.
|
|
SECTION
3.22.
|
Access
to Certain Documentation.
|
|
SECTION
3.23.
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.24.
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3.25.
|
Reports
Filed with Securities and Exchange Commission.
|
|
SECTION
3.26.
|
Obligations
of the Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
|
SECTION
3.27.
|
Solicitations.
|
|
SECTION
3.28.
|
Late
Remittance.
|
|
SECTION
3.29.
|
Advancing
Facility.
|
|
SECTION
3.30.
|
Pool
Policy; Claims Under the Pool Policy
|
ARTICLE
IV
FLOW OF
FUNDS
|
SECTION
4.01.
|
Distributions.
|
|
SECTION
4.02.
|
The
Policy.
|
|
SECTION
4.03.
|
Statements.
|
|
SECTION
4.04.
|
Remittance
Reports; Advances.
|
|
SECTION
4.05.
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
4.06.
|
Distributions
on the REMIC Regular Interests.
|
|
SECTION
4.07.
|
Allocation
of Realized Losses.
|
|
SECTION
4.08.
|
Swap
Account
|
|
SECTION
4.09.
|
Tax
Treatment of Swap Payments and Swap Termination Payments
|
|
SECTION
4.10.
|
Swap
Collateral Account
|
|
SECTION
4.11.
|
Rights
and Obligations Under the Interest Rate Swap Agreement.
|
ARTICLE
V
THE
CERTIFICATES
|
SECTION
5.01.
|
The
Certificates.
|
|
SECTION
5.02.
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
5.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
5.04.
|
Persons
Deemed Owners.
|
|
SECTION
5.05.
|
Appointment
of Paying Agent.
|
ARTICLE
VI
THE
SERVICER, THE MASTER SERVICER, THE DEPOSITOR AND THE CREDIT RISK
MANAGER
|
SECTION
6.01.
|
Liability
of the Servicer, the Master Servicer and the Depositor.
|
|
SECTION
6.02.
|
Merger
or Consolidation of, or Assumption of the Obligations of, the Servicer,
the Master Servicer or the Depositor.
|
|
SECTION
6.03.
|
Limitation
on Liability of the Servicer, the Master Servicer and
Others.
|
|
SECTION
6.04.
|
Servicer
Not to Resign.
|
|
SECTION
6.05.
|
Delegation
of Duties.
|
|
SECTION
6.06.
|
Successor
Master Servicer.
|
|
SECTION
6.07.
|
Inspection.
|
|
SECTION
6.08.
|
Credit
Risk Manager.
|
|
SECTION
6.09.
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
6.10.
|
Removal
of the Credit Risk Manager.
|
ARTICLE
VII
DEFAULT
|
SECTION
7.01.
|
Master
Servicer Events of Termination and Servicer Events of
Termination.
|
|
SECTION
7.02.
|
Master
Servicer or Trustee to Act; Appointment of Successor.
|
|
SECTION
7.03.
|
Reserved..
|
|
SECTION
7.04.
|
Reserved.
|
|
SECTION
7.05.
|
Survivability
of Servicer and Master Servicer Liabilities.
|
|
SECTION
7.06.
|
Trustee
to Act; Appointment of Successor Master Servicer.
|
|
SECTION
7.07.
|
Waiver
of Defaults.
|
|
SECTION
7.08.
|
Notification
to Certificateholders.
|
|
SECTION
7.09.
|
Survivability
of Servicer and Master Servicer Liabilities.
|
ARTICLE
VIII
THE
TRUSTEE and the trust administrator
|
SECTION
8.01.
|
Duties
of Trustee and the Trust Administrator.
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee and the Trust Administrator.
|
|
SECTION
8.03.
|
Trustee
and Trust Administrator Not Liable for Certificates or Mortgage
Loans.
|
|
SECTION
8.04.
|
Trustee
and Trust Administrator May Own Certificates.
|
|
SECTION
8.05.
|
Trust
Administrator and Trustee Compensation and Expenses.
|
|
SECTION
8.06.
|
Eligibility
Requirements for Trustee and Trust Administrator.
|
|
SECTION
8.07.
|
Resignation
or Removal of Trustee or Trust Administrator.
|
|
SECTION
8.08.
|
Successor
Trustee and Trust Administrator.
|
|
SECTION
8.09.
|
Merger
or Consolidation of Trustee or Trust Administrator.
|
|
SECTION
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11.
|
Limitation
of Liability.
|
|
SECTION
8.12.
|
Trustee
May Enforce Claims Without Possession of Certificates.
|
|
SECTION
8.13.
|
Suits
for Enforcement.
|
|
SECTION
8.14.
|
Waiver
of Bond Requirement.
|
|
SECTION
8.15.
|
Waiver
of Inventory, Accounting and Appraisal Requirement.
|
ARTICLE
IX
REMIC
ADMINISTRATION
|
SECTION
9.01.
|
REMIC
Administration.
|
|
SECTION
9.02.
|
Prohibited
Transactions and Activities.
|
|
SECTION
9.03.
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
ARTICLE
X
TERMINATION
|
SECTION
10.01.
|
Termination.
|
|
SECTION
10.02.
|
Additional
Termination Requirements.
|
ARTICLE
XI
MISCELLANEOUS PROVISIONS
|
SECTION
11.01.
|
Amendment.
|
|
SECTION
11.02.
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03.
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04.
|
Governing
Law; Jurisdiction.
|
|
SECTION
11.05.
|
Notices.
|
|
SECTION
11.06.
|
Severability
of Provisions.
|
|
SECTION
11.07.
|
Article
and Section References.
|
|
SECTION
11.08.
|
Notice
to the Rating Agencies and the Certificate Insurer.
|
|
SECTION
11.09.
|
Further
Assurances.
|
|
SECTION
11.10.
|
Third
Party Rights.
|
|
SECTION
11.11.
|
Benefits
of Agreement.
|
|
SECTION
11.12.
|
Acts
of Certificateholders.
|
|
SECTION
11.13.
|
No
Petition.
|
|
SECTION
11.14.
|
Intention
of the Parties and Interpretation.
|
ARTICLE
XII
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
|
SECTION
12.01.
|
Master
Servicer to Act as Master Servicer.
|
|
SECTION
12.02.
|
[Reserved].
|
|
SECTION
12.03.
|
Monitoring
of the Servicers.
|
|
SECTION
12.04.
|
Fidelity
Bond.
|
|
SECTION
12.05.
|
Power
to Act; Procedures.
|
|
SECTION
12.06.
|
Due
on Sale Clauses; Assumption Agreements.
|
|
SECTION
12.07.
|
[Reserved].
|
|
SECTION
12.08.
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
|
SECTION
12.09.
|
Compensation
for the Master Servicer.
|
|
SECTION
12.10.
|
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
12.11.
|
Reserved.
|
|
SECTION
12.12.
|
Permitted
Withdrawals and Transfers from the Distribution Account.
|
|
SECTION
12.13.
|
Survival
of Indemnification.
|
EXHIBITS:
Exhibit
A-1 Form
of
Class I-A-1 Certificates
Exhibit
A-2 Form
of
Class II-A-1 Certificates
Exhibit
A-3 Form
of
Class II-A-2 Certificates
Exhibit
A-4 Form
of
Class II-A-3 Certificates
Exhibit
A-5 Form
of
Class II-A-4 Certificates
Exhibit
A-5 Form of Class C Certificates
Exhibit
A-7 Form of Class P Certificates
Exhibit
A-8 Form of Class R Certificates
Exhibit
A-9 Form of Class R-X Certificates
Exhibit
B Form
of
Pool Policy
Exhibit
C Form
of
Mortgage Loan Purchase Agreement
Exhibit
D Mortgage
Loan Schedule
Exhibit
E Request
for Release
Exhibit
F-1 Form
of
Custodian’s Initial Certification
Exhibit
F-2 Form
of
Custodian’s Final Certification
Exhibit
F-3 Form
of
Receipt of Mortgage Note
Exhibit
G Loss
Mitigation Procedures
Exhibit
H Form
of
Lost Note Affidavit
Exhibit
I Form
of
Interest Rate Swap Agreement
Exhibit
J Form
of
Investment Letter
Exhibit
K Form
of
Residual Certificates Transfer Affidavit
Exhibit
L Form
of
Transferor Certificate
Exhibit
M Form
of
ERISA Representation Letter
Exhibit
N Form
of
Swap Administration Agreement
Exhibit
O Form
of
Remittance Report
Exhibit
P Form
of
Financial Guaranty Insurance Policy
Exhibit
Q [Reserved]
Exhibit
R-1 Form
of
Certification to Be Provided by the Depositor with Form 10-K
Exhibit
R-2 Form
of
Certification to Be Provided to Depositor by the Trust
Administrator
Exhibit
R-3 Form
of
Certification to Be Provided to the Depositor by the Master
Servicer
Exhibit
S Servicing
Criteria to Be Addressed in Assessment of Compliance
Exhibit
T Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit
U Additional
Disclosure Notification
Schedule
I Prepayment
Charge Schedule
This
Pooling and Servicing Agreement is dated as of April 1, 2007 (the “Agreement”),
among OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as depositor (the
“Depositor”), OPTION ONE MORTGAGE CORPORATION, as Servicer (the “Servicer”),
HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee (the “Trustee”) and XXXXX FARGO
BANK, N.A., as Master Servicer and Trust Administrator (the “Master Servicer”
and the “Trust Administrator”, as applicable).
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of twelve classes of
certificates, designated as (i) the
Class
I-A-1 Certificates, (ii)
the
Class II-A-1 Certificates, (iii) the Class II-A-2 Certificates, (iv) the
Class
II-A-3 Certificates, (v) the Class II-A-4 Certificates, (vi) the Class C
Certificates, (vii) the Class P Certificates, (viii) the Class R Certificates
and (ix) the Class R-X Certificates.
REMIC
1
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the Mortgage Loans and certain other related assets subject
to
this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account,
any
Servicer Prepayment Charge Payment Amounts, the Swap Account, the Supplemental
Interest Trust and the Interest Rate Swap Agreement) as a REMIC for federal
income tax purposes, and such segregated pool of assets shall be designated
as
“REMIC 1.” The Class R-1 Interest shall represent the sole class of “residual
interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein).
The following table irrevocably sets forth the designation, the Uncertificated
REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance and,
for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC 1 Regular Interests (as
defined herein). None of the REMIC 1 Regular Interests shall be certificated.
|
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|
I
|
(2)
|
$ 156,488,564.28
|
February
2038
|
|
I-1-A
|
(2)
|
$
5,740,765.00
|
February
2038
|
|
I-1-B
|
(2)
|
$
5,740,765.00
|
February
2038
|
|
I-2-A
|
(2)
|
$
6,683,000.00
|
February
2038
|
|
I-2-B
|
(2)
|
$
6,683,000.00
|
February
2038
|
|
I-3-A
|
(2)
|
$
7,506,887.50
|
February
2038
|
|
I-3-B
|
(2)
|
$
7,506,887.50
|
February
2038
|
|
I-4-A
|
(2)
|
$ 8,363,471.25
|
February
2038
|
|
I-4-B
|
(2)
|
$
8,363,471.25
|
February
2038
|
|
I-5-A
|
(2)
|
$ 9,243,401.25
|
February
2038
|
|
I-5-B
|
(2)
|
$
9,243,401.25
|
February
2038
|
|
I-6-A
|
(2)
|
$
9,993,445.00
|
February
2038
|
|
I-6-B
|
(2)
|
$
9,993,445.00
|
February
0000
|
|
X-0-X
|
(2)
|
$ 10,717,767.50
|
February
2038
|
|
I-7-B
|
(2)
|
$
10,717,767.50
|
February
2038
|
|
I-8-A
|
(2)
|
$
11,145,846.25
|
February
2038
|
|
I-8-B
|
(2)
|
$
11,145,846.25
|
February
2038
|
|
I-9-A
|
(2)
|
$
9,931,580.00
|
February
2038
|
|
I-9-B
|
(2)
|
$
9,931,580.00
|
February
2038
|
|
I-10-A
|
(2)
|
$
9,546,587.50
|
February
2038
|
|
I-10-B
|
(2)
|
$
9,546,587.50
|
February
2038
|
|
I-11-A
|
(2)
|
$
9,264,968.75
|
February
2038
|
|
I-11-B
|
(2)
|
$
9,264,968.75
|
February
2038
|
|
I-12-A
|
(2)
|
$
8,991,643.75
|
February
2038
|
|
I-12-B
|
(2)
|
$
8,991,643.75
|
February
2038
|
|
I-13-A
|
(2)
|
$
8,726,365.00
|
February
2038
|
|
I-13-B
|
(2)
|
$
8,726,365.00
|
February
2038
|
|
I-14-A
|
(2)
|
$
8,468,897.50
|
February
2038
|
|
I-14-B
|
(2)
|
$
8,468,897.50
|
February
2038
|
|
I-15-A
|
(2)
|
$
8,219,013.75
|
February
2038
|
|
I-15-B
|
(2)
|
$
8,219,013.75
|
February
2038
|
|
I-16-A
|
(2)
|
$
7,976,485.00
|
February
2038
|
|
I-16-B
|
(2)
|
$
7,976,485.00
|
February
2038
|
|
I-17-A
|
(2)
|
$
7,741,102.50
|
February
2038
|
|
I-17-B
|
(2)
|
$
7,741,102.50
|
February
2038
|
|
I-18-A
|
(2)
|
$
8,394,027.50
|
February
2038
|
|
I-18-B
|
(2)
|
$ 8,394,027.50
|
February
2038
|
|
I-19-A
|
(2)
|
$
9,836,355.00
|
February
2038
|
|
I-19-B
|
(2)
|
$
9,836,355.00
|
February
2038
|
|
I-20-A
|
(2)
|
$
17,327,707.50
|
February
2038
|
|
I-20-B
|
(2)
|
$
17,327,707.50
|
February
2038
|
|
I-21-A
|
(2)
|
$
16,093,393.75
|
February
2038
|
|
I-21-B
|
(2)
|
$
16,093,393.75
|
February
2038
|
|
I-22-A
|
(2)
|
$
14,345,666.25
|
February
2038
|
|
I-22-B
|
(2)
|
$
14,345,666.25
|
February
2038
|
|
I-23-A
|
(2)
|
$
12,190,963.75
|
February
2038
|
|
I-23-B
|
(2)
|
$
12,190,963.75
|
February
2038
|
|
I-24-A
|
(2)
|
$
6,274,632.50
|
February
2038
|
|
I-24-B
|
(2)
|
$
6,274,632.50
|
February
2038
|
|
I-25-A
|
(2)
|
$
6,011,301.25
|
February
2038
|
|
I-25-B
|
(2)
|
$
6,011,301.25
|
February
2038
|
|
I-26-A
|
(2)
|
$
5,798,306.25
|
February
2038
|
|
I-26-B
|
(2)
|
$
5,798,306.25
|
February
2038
|
|
I-27-A
|
(2)
|
$
5,592,841.25
|
February
2038
|
|
I-27-B
|
(2)
|
$
5,592,841.25
|
February
2038
|
|
I-28-A
|
(2)
|
$
5,394,655.00
|
February
2038
|
|
I-28-B
|
(2)
|
$
5,394,655.00
|
February
2038
|
|
I-29-A
|
(2)
|
$
5,203,481.25
|
February
2038
|
|
I-29-B
|
(2)
|
$
5,203,481.25
|
February
2038
|
|
I-30-A
|
(2)
|
$
5,019,075.00
|
February
2038
|
|
I-30-B
|
(2)
|
$
5,019,075.00
|
February
2038
|
|
I-31-A
|
(2)
|
$
4,841,150.00
|
February
2038
|
|
I-31-B
|
(2)
|
$
4,841,150.00
|
February
2038
|
|
I-32-A
|
(2)
|
$
4,669,421.25
|
February
2038
|
|
I-32-B
|
(2)
|
$
4,669,421.25
|
February
2038
|
|
I-33-A
|
(2)
|
$
4,503,590.00
|
February
2038
|
|
I-33-B
|
(2)
|
$
4,503,590.00
|
February
2038
|
|
I-34-A
|
(2)
|
$
4,343,961.25
|
February
2038
|
|
I-34-B
|
(2)
|
$
4,343,961.25
|
February
2038
|
|
I-35-A
|
(2)
|
$
4,189,995.00
|
February
2038
|
|
I-35-B
|
(2)
|
$
4,189,995.00
|
February
2038
|
|
I-36-A
|
(2)
|
$
1,138,107.50
|
February
2038
|
|
I-36-B
|
(2)
|
$ 1,138,107.50
|
February
2038
|
|
I-37-A
|
(2)
|
$
2,028,128.75
|
February
2038
|
|
I-37-B
|
(2)
|
$
2,028,128.75
|
February
2038
|
|
I-38-A
|
(2)
|
$
1,956,200.00
|
February
2038
|
|
I-38-B
|
(2)
|
$ 1,956,200.00
|
February
2038
|
|
I-39-A
|
(2)
|
$ 1,886,818.75
|
February
2038
|
|
I-39-B
|
(2)
|
$
1,886,818.75
|
February
2038
|
|
I-40-A
|
(2)
|
$
1,819,895.00
|
February
2038
|
|
I-40-B
|
(2)
|
$
1,819,895.00
|
February
2038
|
|
I-41-A
|
(2)
|
$
1,755,341.25
|
February
2038
|
|
I-41-B
|
(2)
|
$
1,755,341.25
|
February
2038
|
|
I-42-A
|
(2)
|
$
1,693,073.75
|
February
2038
|
|
I-42-B
|
(2)
|
$
1,693,073.75
|
February
2038
|
|
I-43-A
|
(2)
|
$
1,633,011.25
|
February
2038
|
|
I-43-B
|
(2)
|
$
1,633,011.25
|
February
2038
|
|
I-44-A
|
(2)
|
$
1,575,077.50
|
February
2038
|
|
I-44-B
|
(2)
|
$
1,575,077.50
|
February
2038
|
|
I-45-A
|
(2)
|
$
1,519,193.75
|
February
2038
|
|
I-45-B
|
(2)
|
$
1,519,193.75
|
February
2038
|
|
I-46-A
|
(2)
|
$
1,466,952.50
|
February
2038
|
|
I-46-B
|
(2)
|
$
1,466,952.50
|
February
2038
|
|
I-47-A
|
(2)
|
$
1,415,723.75
|
February
2038
|
|
I-47-B
|
(2)
|
$
1,415,723.75
|
February
2038
|
|
I-48-A
|
(2)
|
$
1,368,262.50
|
February
2038
|
|
I-48-B
|
(2)
|
$
1,368,262.50
|
February
2038
|
|
I-49-A
|
(2)
|
$
1,319,603.75
|
February
2038
|
|
I-49-B
|
(2)
|
$ 1,319,603.75
|
February
2038
|
|
I-50-A
|
(2)
|
$
1,272,636.25
|
February
2038
|
|
I-50-B
|
(2)
|
$
1,272,636.25
|
February
2038
|
|
I-51-A
|
(2)
|
$
1,227,338.75
|
February
2038
|
|
I-51-B
|
(2)
|
$
1,227,338.75
|
February
2038
|
|
I-52-A
|
(2)
|
$
1,183,628.75
|
February
2038
|
|
I-52-B
|
(2)
|
$
1,183,628.75
|
February
2038
|
|
I-53-A
|
(2)
|
$
1,141,492.50
|
February
2038
|
|
I-53-B
|
(2)
|
$
1,141,492.50
|
February
2038
|
|
I-54-A
|
(2)
|
$
1,100,812.50
|
February
2038
|
|
I-54-B
|
(2)
|
$
1,100,812.50
|
February
2038
|
|
I-55-A
|
(2)
|
$
1,061,615.00
|
February
2038
|
|
I-55-B
|
(2)
|
$
1,061,615.00
|
February
2038
|
|
I-56-A
|
(2)
|
$
1,023,813.75
|
February
2038
|
|
I-56-B
|
(2)
|
$
1,023,813.75
|
February
2038
|
|
P
|
(2)
|
$
100.00
|
February
2038
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each REMIC 1 Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through
Rate” herein.
|
REMIC
2
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 1 Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC 2.” The Class R-2 Interest will represent the sole class of “residual
interests” in REMIC 2 for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, the
Uncertificated REMIC 2 Pass-Through Rate, the initial Uncertificated Principal
Balance, and for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 2
Regular Interests. None of the REMIC 2 Regular Interests will be
certificated.
|
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate(2)
|
Initial
Uncertificated
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|||
|
LTAA
|
Variable
|
$
778,360,611.34
|
February
2038
|
|||
|
LTIA1
|
Variable
|
$
3,049,350.00
|
February
2038
|
|||
|
LTIIA1
|
Variable
|
$
1,933,790.00
|
February
2038
|
|||
|
LTIIA2
|
Variable
|
$
1,052,200.00
|
February
2038
|
|||
|
LTIIA3
|
Variable
|
$
415,590.00
|
February
2038
|
|||
|
LTIIA4
|
Variable
|
$
578,140.00
|
February
2038
|
|||
|
LTZZ
|
Variable
|
$
8,855,840.44
|
February
2038
|
|||
|
LTP
|
Variable
|
$
100.00
|
February
2038
|
|||
|
LTIO
|
Variable
|
(3)
|
February
2038
|
___________________
| (1) |
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
| (2) |
Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through
Rate” herein.
|
| (3) |
REMIC
2 Regular Interest LTIO will not have an Uncertificated Principal
Balance,
but will accrue interest on its Uncertificated Notional
Amount.
|
REMIC
3
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC 3.” The Class R-3 Interest represents the sole class of “residual
interests” in REMIC 3 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
Original Class Certificate Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 3 created hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|||||||
|
Class
I-A-1
|
Variable(2)
|
|
$
|
304,935,000
|
February
2038
|
|||||
|
Class
II-A-1
|
Variable(2)
|
|
$
|
193,379,000
|
February
2038
|
|||||
|
Class
II-A-2
|
Variable(2)
|
|
$
|
105,220,000
|
February
2038
|
|||||
|
Class
II-A-3
|
Variable(2)
|
|
$
|
41,559,000
|
February
2038
|
|||||
|
Class
II-A-4
|
Variable(2)
|
|
$
|
57,814,000
|
February
2038
|
|||||
|
Class
C Interest
|
Variable(3)
|
|
$
|
91,338,521.78
|
February
2038
|
|||||
|
Class
P Interest
|
N/A(4)
|
|
$
|
100.00
|
February
2038
|
|||||
|
Class
SWAP-IO Interest
|
N/A(5)
|
|
N/A(5)
|
|
February
2038
|
|||||
__________________
| (1) |
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
| (2) |
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
| (3) |
The
Class C Interest will accrue interest at its variable Pass-Through
Rate on
the Notional Amount of the Class C Interest outstanding from time
to time
which shall equal the aggregate of the Uncertificated Principal
Balances
of the REMIC 2 Regular Interests (other than REMIC 2 Regular Interest
LTP). The Class C Interest will not accrue interest on its Class
Certificate Principal Balance.
|
| (4) |
The
Class P Interest will not accrue
interest.
|
| (5) |
The
Class SWAP-IO Interest will not have a Pass-Through Rate or a Certificate
Principal Balance, but will be entitled to 100% of amounts distributed
on
REMIC 2 Regular Interest LTIO.
|
REMIC
4
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class C Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 4.”
The Class R-4 Interest represents the sole class of “residual interests” in
REMIC 4 for purposes of the REMIC Provisions under federal income tax
law.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
Original Class Certificate Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 4 created hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|||
|
Class
C
|
Variable(2)
|
$91,338,521.78
|
February
2038
|
__________________
| (1) |
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
| (2) |
The
Class C Certificates will receive 100% of amounts received in respect
of
the Class C Interest.
|
REMIC
5
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 5.”
The Class R-5 Interest represents the sole class of “residual interests” in
REMIC 5 for purposes of the REMIC Provisions under federal income tax
law.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
Original Class Certificate Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 5 created hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Latest
Possible
Maturity
Date
(1)
|
|||
|
Class
P
|
Variable(2)
|
$100.00
|
February
2038
|
__________________
| (1) |
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
| (2) |
The
Class P Certificates will receive 100% of amounts received in respect
of
the Class P Interest.
|
REMIC
6
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class SWAP-IO Interest as a REMIC for federal
income
tax purposes, and such segregated pool of assets will be designated as “REMIC
6.” The Class R-6 Interest represents the sole class of “residual interests” in
REMIC 6 for purposes of the REMIC Provisions under federal income tax
law.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
Original Class Certificate Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 6 created hereunder, which will be
uncertificated:
|
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Latest
Possible
Maturity
Date
(1)
|
|
SWAP-IO
|
Variable(2)
|
N/A
|
February
2038
|
__________________
| (1) |
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
| (2) |
REMIC
6 Regular Interest SWAP-IO will receive 100% of amounts received
in
respect of the Class SWAP-IO
Interest.
|
ARTICLE
I
DEFINITIONS
| SECTION 1.01. |
Defined
Terms.
|
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations in
respect of interest on the Class C Certificates and all other calculations
of
interest described herein shall be made on the basis of a 360-day year
consisting of twelve 30-day months and all calculations in respect of interest
on the Class A Certificates shall be made on the basis of the actual number
of
days elapsed in the applicable Accrual Period and a 360-day year. The Class
P
Certificates and the Residual Certificates are not entitled to distributions
in
respect of interest and, accordingly, will not accrue interest.
“1933
Act”: The Securities Act of 1933, as amended.
“Accepted
Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
either (x) those customary mortgage loan master servicing practices of prudent
mortgage servicing institutions that master service mortgage loans of the
same
type and quality as such Mortgage Loan in the jurisdiction where the related
Mortgaged Property is located, to the extent applicable to the Master Servicer
(except in its capacity as successor to the Servicer), or (y) as provided
in
Section 12.01 hereof, but in no event below the standard set forth in clause
(x).
“Account”:
Any
of
the Collection Account, the Distribution Account, the Insurance Account,
the Net
WAC Rate Carryover Reserve Account, the Swap Account or the Swap Collateral
Account.
“Accrual
Period”: With respect to the Class C Certificates and each Distribution Date,
the calendar month prior to the month of such Distribution Date. With respect
to
the Class A Certificates and each Distribution Date, the period commencing
on
the preceding Distribution Date (or in the case of the first such Accrual
Period, commencing on the Closing Date) and ending on the day preceding the
current Distribution Date.
“Additional
Disclosure”: As defined in Section 3.25(a)(iv).
“Additional
Form 10-D Disclosure”: As defined in Section 3.25(a)(i).
“Additional
Form 10-K Disclosure”: As defined in Section 3.25(a)(iii).
“Adjustable-Rate
Mortgage Loan”: A Mortgage Loan which provides at any period during the life of
such loan for the adjustment of the Mortgage Rate payable in respect thereto.
The Adjustable-Rate Mortgage Loans are identified as such on the Mortgage
Loan
Schedule.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date,
on which the Mortgage Rate of such Mortgage Loan changes pursuant to the
related
Mortgage Note. The first Adjustment Date following the Cut-off Date as to
each
Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Adjusted
Net Maximum Mortgage Rate” With respect to any Distribution Date and any
Mortgage Loan, a per annum rate equal to the applicable Maximum Mortgage
Rate
for such Mortgage Loan as of the first day of the month preceding the month
in
which the Distribution Date occurs (or the Cut-off Date with respect to the
first Distribution Date) minus the sum of (i) the Servicing Fee Rate, (ii)
the
Administration Fee Rate and (iii) the Credit Risk Manager Fee Rate.
“Adjusted
Net Mortgage Rate”: With respect to any Distribution Date and any Mortgage Loan
(or the related REO Property) in the Trust Fund as of the close of business
on
the last day of the preceding prepayment period, a per annum rate of interest
equal to the applicable Mortgage Rate for such Mortgage Loan as of the first
day
of the month preceding the month in which such Distribution Date occurs (or
the
Cut-off Date with respect to the first Distribution Date) minus the sum of
(i)
the Servicing Fee Rate, (ii) the Administration Fee Rate and (iii) the Credit
Risk Manager Fee Rate.
“Administration
Fee”: The amount payable to the Trust Administrator and the Master Servicer on
each Distribution Date pursuant to Sections 8.05 and 12.09 as compensation
for
all services rendered by the Trust Administrator and the Master Servicer
in the
execution and administration of the trust created hereby and in the exercise
and
performance of any of the powers and duties of the Trust Administrator and
the
Master Servicer hereunder, which amount, with respect to the Mortgage Loans
and
REO Properties and for any calendar month, shall be equal to one-twelfth
of the
Administration Fee Rate (without regard to the words “per annum” in the
definition thereof) multiplied by the Stated Principal Balance of the Mortgage
Loans as of the first day of the related Due Period.
“Administration
Fee Rate”: 0.0100%
per
annum.
“Advance”:
As to any Mortgage Loan or REO Property, any advance made by the Servicer
in
respect of any Distribution Date pursuant to Section 4.04 or by the Master
Servicer (in its capacity as successor servicer) or any other Servicer pursuant
to Section 4.04.
“Advancing
Facility”: As defined in Section 3.29 hereof.
“Advancing
Person”: As defined in Section 3.29 hereof.
“Advance
Reimbursement Amounts”: As defined in Section 3.29 hereof.
“Adverse
REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by or
under
common control with such Person. For purposes of this definition, “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 and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom, if applicable, the mortgage recordation
information which has not been required pursuant to Section 2.01 hereof or
returned by the applicable recorder’s office and if the assignment has been
delivered in blank, the name of the Assignee), which is sufficient under
the
laws of the jurisdiction wherein the related Mortgaged Property is located
to
reflect or record the sale of the Mortgage.
“Available
Funds”: With respect to any Distribution Date, an amount equal to the excess of
(i) the sum of (a) the aggregate of the related Monthly Payments received
on or
prior to the related Determination Date, including any Subsequent Recoveries,
(b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments and other
unscheduled recoveries of principal and interest in respect of the Mortgage
Loans received during the related Prepayment Period, (c) the aggregate of
any
amounts received in respect of a related REO Property withdrawn from any
REO
Account and deposited in the Collection Account for such Distribution Date,
(d)
the aggregate of any amounts deposited in the Collection Account by the Servicer
in respect of related Prepayment Interest Shortfalls for such Distribution
Date,
(e) the aggregate of any Advances made by the Servicer for such Distribution
Date, (f) the aggregate of any related advances made by the Master Servicer
as
successor servicer for such Distribution Date pursuant to Section 7.02, (g)
[reserved] (h) [reserved], (i) [reserved] and (j) the amount of any Prepayment
Charges collected by the Servicer in connection with the full or partial
prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge
Payment Amount over (ii) the sum of (a) amounts reimbursable or payable to
the
Servicer pursuant to Sections 3.11(ii) (iii), (iv), (vi) and (ix), amounts
payable to the Credit Risk Manager pursuant to Section 4.01, amounts
reimbursable or payable to the Master Servicer pursuant to Sections 12.09
and
12.12 and amounts reimbursable or payable to the Trust Administrator pursuant
to
Sections 3.11(i) and (ix), amounts deposited in the Collection Account or
the
Distribution Account pursuant to clauses (a) through (j) above, as the case
may
be, in error, (c) the amount of any Prepayment Charges collected by the Servicer
in connection with the full or partial prepayment of any of the Mortgage
Loans
and any Servicer Prepayment Charge Payment Amount, (d) the Administration
Fee
payable from the Distribution Account pursuant to Section 8.05, (e)
any
Net Swap Payment or Swap Termination Payment owed to the Swap Provider
but
excluding any Swap Termination Payment owed to the Swap Provider resulting
from
a Swap Provider Trigger Event
(after
taking into account any upfront payment received from the counterparty to
a
replacement swap agreement), (f) [reserved], and (g) any indemnification
payments or expense reimbursements made by the Trust Fund pursuant to Section
8.05 and without duplication, any amounts in respect of the items set forth
in
clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master
Servicer to be withdrawn by the Master Servicer from the Distribution Account
pursuant to Section 12.12.
“Avoided
Payment”: With respect to the Class A Certificates, any payment
of principal or interest previously distributed to a holder of a Class A
Certificate by or on behalf of the Trust formed pursuant to the Agreement
that
is voided as a result of any Insolvency Proceeding (as defined in the
Policy) and which is returned by a holder of Class A Certificates as
required by a final, nonappealable order of a court of competent jurisdiction.
“Back-Up
Certification”: As defined in Section 3.25(a)(ii).
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
Stated Principal Balance of such Mortgage Loan in a single payment at the
maturity of such Mortgage Loan that is substantially greater than the preceding
monthly payment.
“Balloon
Payment”: A payment of the unamortized Stated Principal Balance of a Mortgage
Loan in a single payment at the maturity of such Mortgage Loan that is
substantially greater than the preceding Monthly Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Book-Entry
Certificates”: Any of the Certificates that shall be registered in the name of
the Depository or its nominee, the ownership of which is reflected on the
books
of the Depository or on the books of a Person maintaining an account with
the
Depository (directly, as a “Depository Participant”, or indirectly, as an
indirect participant in accordance with the rules of the Depository and as
described in Section 5.02 hereof). On the Closing Date, the Class A Certificates
shall be Book-Entry Certificates.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which the Certificate
Insurer or banking or savings institutions in the State of Delaware, the
State
of New York, the State of Maryland, the State of California, the State of
Minnesota, the Commonwealth of Pennsylvania, the State of Florida or any
city in
which the Corporate Trust Office of the Trustee or the Corporate Trust Office
of
the Trust Administrator is located are authorized or obligated by law or
executive order to be closed.
“Certificate”:
Any Regular Certificate or Residual Certificate.
“Certificateholder”:
The Person in whose name a Certificate is registered in the Certificate
Register, except that a Disqualified Organization or non-U.S. Person shall
not
be a Holder of a Residual Certificate for any purpose hereof and, solely
for the
purposes of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Depositor, the Servicer or the Master Servicer
or
any Affiliate thereof shall be deemed not to be outstanding and the Voting
Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any
such
consent has been obtained, except as otherwise provided in Section 11.01.
The
Trust Administrator, the Trustee and the Certificate Insurer may conclusively
rely upon a certificate of the Depositor, the Servicer or the Master Servicer
in
determining whether a Certificate is held by an Affiliate thereof. All
references herein to “Certificateholders” shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trust Administrator and the Trustee shall
be
required to recognize as a “Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register.
“Certificate
Insurer”: XL Capital Assurance Inc., a monoline financial guaranty insurance
company incorporated under the laws of the State of New York.
“Certificate
Insurer Default”: The failure by the Certificate Insurer to make a payment
required under the Policy in accordance with its terms.
“Certificate
Insurer Premium Rate”: 0.2000%
per annum.
“Certificate
Margin”: With respect to each Class of Class A Certificates and for purposes of
the Marker Rate and the Maximum LTZZ Uncertificated Interest Deferral Amount,
the specified REMIC 2 Regular Interest, as follows:
| Certificate Margin | ||||||
| Class | REMIC 2 Regular Interest | (1) (%) | (2) (%) | |||
|
I-A-1
|
LTIIIA1
|
0.250%
|
0.500%
|
|||
|
II-A-1
|
LTIIIA1
|
0.120%
|
0.240%
|
|||
|
II-A-2
|
LTIIIA1
|
0.250%
|
0.500%
|
|||
|
II-A-3
|
LTIIIA1
|
0.300%
|
0.600%
|
|||
|
II-A-4
|
LTIIIA1
|
0.400%
|
0.800%
|
|||
__________
|
(1)
|
For
the Accrual Period for each Distribution Date on or prior to the
Optional
Termination Date.
|
|
(2)
|
For
each other Accrual Period.
|
“Certificate
Owner”: With respect to each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate
Principal Balance”: With respect to any Class of Regular Certificates (other
than the Class C Certificates) immediately prior to any Distribution Date,
will
be equal to the Initial Certificate Principal Balance thereof reduced by
the sum
of all amounts actually distributed in respect of principal of such Class.
With
respect to the Class C Certificates as of any date of determination, an amount
equal to the excess, if any, of (A) the then aggregate Uncertificated Principal
Balance of the REMIC 3 Regular Interests over (B) the then aggregate Certificate
Principal Balances of the Class A Certificates and the Class P Certificates
then
outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar
appointed pursuant to Section 5.02 hereof.
“Certification
Parties”: As defined in Section 3.25(a)(ii).
“Certifying
Person”: As defined in Section 3.25 (a)(ii).
“Class”:
Collectively, Certificates which have the same priority of payment and bear
the
same class designation and the form of which is identical except for variation
in the Percentage Interest evidenced thereby.
“Class
A
Certificateholder”: Any Holder of a Class A Certificate.
“Class
A
Certificates”: Any Class I-A-1 Certificate, Class II-A-1 Certificate, Class
II-A-2 Certificate, Class II-A-3 Certificate or Class II-A-4
Certificate.
“Class
A
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group I Senior Principal Distribution Amount and (ii) the Group
II
Senior Principal Distribution Amount.
“Class
I-A-1 Certificate”: Any one of the Class I-A-1 Certificates executed by the
Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-1, representing
(i) a Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-1 Certificate”: Any one of the Class II-A-1 Certificates executed by the
Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2, representing
(i) a Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-2 Certificate”: Any one of the Class II-A-2 Certificates executed by the
Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-3, representing
(i) a Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-3 Certificate”: Any one of the Class II-A-3 Certificates executed by the
Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-4, representing
(i) a Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-4 Certificate”: Any one of the Class II-A-4 Certificates executed by the
Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-5, representing
(i) a Regular Interest in REMIC 3, (ii) the right to receive the Net WAC
Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
C
Certificate”: Any one of the Class C Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-6, representing (i)
a
Regular Interest in REMIC 4, (ii) beneficial ownership of the Net WAC Rate
Carryover Reserve Account and (iii) beneficial ownership of the Supplemental
Interest Trust.
“Class
C
Interest”: An uncertificated interest in the Trust held by the Trustee on behalf
of the Holders of the Class C Certificates, evidencing a Regular Interest
in
REMIC 3 for purposes of the REMIC Provisions.
“Class
IO
Distribution Amount”: As defined in Section 4.08 hereof. For purposes of
clarity, the Class IO Distribution Amount for any Distribution Date shall
equal
the amount payable to the Swap Administrator on such Distribution Date in
excess
of the amount payable on the Class Swap-IO Interest on such Distribution
Date,
all as further provided in Section 4.08 hereof.
“Class
Swap-IO Interest”: An uncertificated interest in the Trust Fund evidencing a
Regular Interest in REMIC 3.
“Class
P
Certificate”: Any one of the Class P Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-7, representing the
right
to distributions as set forth herein and therein and evidencing a regular
interest in REMIC 5.
“Class
P
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class P Certificates, evidencing a Regular Interest
in REMIC 3 for purposes of the REMIC Provisions.
“Class
R
Certificate”: The Class R Certificate executed by the Trust Administrator, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-8 and evidencing the ownership of the Class
R-1
Interest, the Class R-2 Interest and the Class R-3 Interest.
“Class
R-X Certificate”: The Class R-X Certificate executed by the Trust Administrator,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-9 and evidencing the ownership of the
Class
R-4 Interest, the Class R-5 Interest and the Class R-6 Interest.
“Class
R-1 Interest”: The uncertificated Residual Interest in REMIC 1.
“Class
R-2 Interest”: The uncertificated Residual Interest in REMIC 2.
“Class
R-3 Interest”: The uncertificated Residual Interest in REMIC 3.
“Class
R-4 Interest”: The uncertificated Residual Interest in REMIC 4.
“Class
R-5 Interest”: The uncertificated Residual Interest in REMIC 5.
“Class
R-6 Interest”: The uncertificated Residual Interest in REMIC 6.
“Close
of
Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing
Date”: April 26, 2007.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The segregated account or accounts created and maintained by the
Servicer pursuant to Section 3.10(a), which shall be entitled “Xxxxx Fargo Bank,
N.A., as Trust Administrator, in trust for registered Holders of Option One
Mortgage Loan Trust 2007-HL1, Asset-Backed Certificates, Series 2007-HL1,” and
which must be an Eligible Account.
“Commission”:
The U.S. Securities and Exchange Commission.
“Compensating
Interest”: As defined in Section 3.24 hereof.
“Convertible
Mortgage Loan”: Any Adjustable-Rate Mortgage Loan which allows the Mortgagor
thereunder to convert the Mortgage Rate thereon to a fixed Mortgage
Rate.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee or the Trust
Administrator, as the case may be, at which at any particular time its corporate
trust business in connection with this Agreement shall be administered, which
office at the date of the execution of this instrument is located at (i)
with
respect to the Trustee, HSBC Bank USA, National Association, 000 Xxxxx Xxxxxx,
Xxx Xxxx, XX 00000, Attention: Option One Series 2007-HL1, or at such other
address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Servicer, the Certificate Insurer,
the
Master Servicer, the Originator, and the Trust Administrator, or (ii) with
respect to the Trust Administrator, (A) for Certificate transfer and surrender
purposes, Xxxxx Fargo Bank, N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Client Manager, Option One 2007-HL1
and
(B) for all other purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Services—Option One
2007-HL1, or in each case, at such other address as the Trust Administrator
may
designate from time to time by notice to the Certificateholders, the Depositor,
the Servicer, the Certificate Insurer, the Master Servicer, the Originator
and
the Trustee.
“Corresponding
Certificate”: With respect to each REMIC 2 Regular Interest set forth below, the
corresponding Regular Certificate set forth in the table below:
|
REMIC
2 Regular Interest
|
Regular
Certificate
|
|
|
LTIA1
|
Class
I-A-1
|
|
|
LTIIA1
|
Class
II-A-1
|
|
|
LTIIA2
|
Class
II-A-2
|
|
|
LTIIA3
|
Class
II-A-3
|
|
|
LTIIA4
|
Class
II-A-4
|
|
|
LTP
|
Class
P
|
“Covered
Mortgage Loan”: A Mortgage Loan covered by the Pool Policy.
“Credit
Risk Management Agreement”: The Loan Performance Monitoring Agreement, dated
April 26 2007, between the Servicer and the Credit Risk Manager.
“Credit
Risk Manager”: OfficeTiger Global Real Estate Services, Inc.
“Credit
Risk Manager Fee”: For
any
Distribution Date, the premium payable to the Credit Risk Manager at the
Credit
Risk Manager Fee Rate on the aggregate stated Principal Balance of the Mortgage
Loans as of the first day of the related Due Period.
“Credit
Risk Manager Fee Rate”: 0.0150% per annum.
“Cumulative
Loss Servicer Termination Trigger”: For any Distribution Date, the aggregate
amount of Realized Losses incurred since the Cut-off Date through the last
day
of the related Due Period (after reduction for all Subsequent Recoveries
received from the Cut-off Date through the Prepayment Period) divided by
the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date
exceeds
the applicable percentages set forth below with respect to such Distribution
Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
|
May
2010 - April 2011
|
4.75%
for the first month, plus 1/12 of 5.00% thereafter
|
|
|
May
2011 - April 2012
|
9.75%
for the first month, plus 1/12 of 2.750% thereafter
|
|
|
May
2012 - April 2013
|
12.50%
for the first month, plus 1/12 of 1.50% thereafter
|
|
|
May
2013 and thereafter
|
14.00%
|
“Custodian”:
Xxxxx Fargo Bank, N.A., as custodian of the Mortgage Files, and any successor
thereto.
“Cut-off
Date”: With respect to any Mortgage Loan, April 1, 2007. With respect to all
Qualified Substitute Mortgage Loans, their respective dates of substitution.
References herein to the “Cut-off Date,” when used with respect to more than one
Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage
Loans.
“Cut-off
Date Principal Balance”: With respect to any Mortgage Loan, the unpaid principal
balance thereof as of the Cut-off Date as applicable (or as of the applicable
date of substitution with respect to a Qualified Substitute Mortgage Loan),
after application of scheduled payments due thereon, whether or not
received.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Default”:
As defined in the Pool Policy.
“Deficiency
Amount”: Has the meaning given to such term in the Policy.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less
than
the then outstanding principal balance of the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 5.02(c) hereof.
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more
Qualified Substitute Mortgage Loans.
“Delinquency
Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
the aggregate Stated Principal Balance of Mortgage Loans (not including any
Liquidated Mortgage Loan as of the end of the related Prepayment Period)
Delinquent 60 days or more (including Mortgage Loans that are REO Properties,
in
foreclosure or in bankruptcy and that are also Delinquent 60 days or more)
by
(y) the aggregate Stated Principal Balance of the Mortgage Loans (not including
any Liquidated Mortgage Loan as of the end of the related Prepayment Period),
in
each case, as of the last day of the previous calendar month.
“Delinquency
Servicer Termination Trigger”: A Delinquency Servicer Termination Trigger will
have occurred with respect to the Certificates on a Distribution Date if
the
Three Month Rolling Delinquency Percentage for the Mortgage Loans exceeds
30.00%.
“Delinquent”:
Any Mortgage Loan, the Monthly Payment due on a Due Date which is not made
by
the Close of Business on the next scheduled Due Date for such Mortgage Loan.
For
example, a Mortgage Loan is 60 or more days Delinquent if the Monthly Payment
due on a Due Date is not made by the Close of Business on the second scheduled
Due Date after such Due Date.
“Depositor”:
Option One Mortgage Acceptance Corporation, a Delaware corporation, or any
successor in interest.
“Depository”:
The initial Depository shall be The Depository Trust Company and upon request,
Clearstream Banking Luxembourg and the Euroclear System, whose nominee is
Cede
& Co., or any other organization registered as a “clearing agency” pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The
Depository shall initially be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of
New
York.
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to any Distribution Date, the 15th day of the calendar month
in which such Distribution Date occurs or, if such 15th day is not a Business
Day, the Business Day immediately preceding such 15th day.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by the REMIC other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer or the Master
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or the Servicer or the Master
Servicer on behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance, or makes decisions
as to repairs or capital expenditures with respect to such REO
Property.
“Disqualified
Organization”: A “disqualified organization” under Section 860E of the Code,
which as of the Closing Date is any of: (i) the United States, any state
or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (ii)
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, (iii) any organization described in Section 1381(a)(2)(C) of the Code,
(iv) an “electing large partnership” within the meaning of Section 775 of the
Code or (v) any other Person so designated by the Trust Administrator based
upon
an Opinion of Counsel provided by nationally recognized counsel to the Trust
Administrator that the holding of an ownership interest in a Residual
Certificate by such Person may cause any REMIC formed hereunder or any Person
having an ownership interest in any Class of Certificates (other than such
Person) to incur liability for any federal tax imposed under the Code that
would
not otherwise be imposed but for the transfer of an ownership interest in
the
Residual Certificate to such Person. A corporation will not be treated as
an
instrumentality of the United States or of any state or political subdivision
thereof, if all of its activities are subject to tax and, a majority of its
board of directors is not selected by a governmental unit. The terms “United
States,” “state” and “international organizations” shall have the meanings set
forth in Section 7701 of the Code.
“Distribution
Account”: The segregated trust account or accounts created and maintained by the
Trust Administrator pursuant to Section 3.10(b) which shall be entitled
“Distribution Account, Xxxxx Fargo Bank, N.A., as Trust Administrator on behalf
of the Trustee, in trust for the registered Certificateholders of Option
One
Mortgage Loan Trust 2007-HL1, Asset-Backed Certificates, Series 2007-HL1” and
which must be an Eligible Account.
“Distribution
Date”: The 25th
day of
any calendar month, or if such 25th
day is
not a Business Day, the Business Day immediately following such 25th
day,
commencing in May 2007.
“Due
Date”: With respect to each Mortgage Loan and any Distribution Date, the first
day of the calendar month in which such Distribution Date occurs on which
the
Monthly Payment for such Mortgage Loan was due (or, in the case of any Mortgage
Loan under the terms of which the Monthly Payment for such Mortgage Loan
was due
on a day other than the first day of the calendar month in which such
Distribution Date occurs, the day during the related Due Period on which
such
Monthly Payment was due), exclusive of any days of grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month preceding the month in which such Distribution Date
occurs and ending on the first day of the month in which such Distribution
Date
occurs.
“Eligible
Account”: Any of (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company, the short-term
unsecured debt obligations of such holding company) are rated P-1 by Xxxxx’x,
F-1 by Fitch and A-1+ by S&P (or comparable ratings if Xxxxx’x, Fitch and
S&P are not the Rating Agencies) at the time any amounts are held on deposit
therein, (ii) an account or accounts the deposits in which are fully 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 delivered to the Certificate Insurer, the Trustee, the Trust
Administrator and to each Rating Agency, the Certificateholders will have
a
claim with respect to the funds in such account or a perfected first priority
security interest against such collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account
is
maintained, (iii) a trust account or accounts maintained with the trust
department of a federal or state chartered depository institution, national
banking association or trust company acting in its fiduciary capacity, or
(iv)
an account otherwise (A) acceptable to each Rating Agency without reduction
or
withdrawal of their then current ratings of the Certificates (without regard
to
the Policy) as evidenced by a letter from each Rating Agency to the Trust
Administrator, the Trustee and the Certificate Insurer and (B) acceptable
to the
Certificate Insurer. Eligible Accounts may bear interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Escrow
Payments”: The amounts constituting ground rents, taxes, assessments, water
rates, fire and hazard insurance premiums and other payments required to
be
escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
Loan.
“Estate
in Real Property”: A fee simple estate in a parcel of real
property.
“Estimated
Swap Termination Payment”: As defined in the Interest Rate Swap
Agreement.
“Excess
Overcollateralized Amount”: With respect to the Class A Certificates and any
Distribution Date, the excess, if any, of (i) the Overcollateralized Amount
for
such Distribution Date, assuming that 100% of the Principal Remittance Amount
is
applied as a principal payment on such Distribution Date over (ii) the
Overcollateralization Target Amount for such Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended.
“Extra
Principal Distribution Amount”: With respect to any Distribution Date, the
lesser of (x) the Monthly Interest Distributable Amount payable on the Class
C
Certificates on such Distribution Date as reduced by Realized Losses allocated
thereto with respect to such Distribution Date pursuant to Section 4.08 and
(y)
the Overcollateralization Deficiency Amount for such Distribution Date.
“Extraordinary
Trust Fund Expense”: Any amounts reimbursable pursuant to Section 12.03 or
Section 6.03, to the Master Servicer, Servicer, the Trustee or the Trust
Administrator, or any director, officer, employee or agent of the Trustee
or the
Trust Administrator from the Trust Fund pursuant to Section 6.03, Section
8.05
or Section 10.01(c) and any amounts payable from the Distribution Account
in
respect of taxes pursuant to Section 10.01(g)(iii).
“Xxxxxx
Mae”: Federal National Mortgage Association or any successor
thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Fitch”:
Fitch Ratings Inc., or its successor in interest.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the Originator
or the Servicer pursuant to or as contemplated by Section 2.03 or 10.01),
a
determination made by the Servicer that all Insurance Proceeds, Liquidation
Proceeds and other payments or recoveries which the Servicer, in its reasonable
good faith judgment, expects to be finally recoverable in respect thereof
have
been so recovered. The Servicer shall maintain records, prepared by a Servicing
Officer, of each Final Recovery Determination made thereby. For the avoidance
of
doubt, the Final Recovery Determination shall be deemed made by the Servicer
upon the sale of any REO Property.
“Fixed
Swap Payment”: With respect to any Distribution Date, the amount calculated
based on a fixed rate as set forth in the Interest Rate Swap
Agreement.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the related Notional Amount (as defined
in
the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the numerator
of which is the actual number of days elapsed from and including the previous
Floating Rate Payer Period End Date (as defined in the Interest Rate Swap
Agreement) to but excluding the current Floating Rate Payer Period End Date
(or,
for the first Distribution Date, the actual number of days elapsed from the
Closing Date to but excluding the first Floating Rate Payer Period End Date),
and the denominator of which is 360.
“Form
8-K
Disclosure Information”: As defined in Section 3.25(a)(ii).
“Formula
Rate”: For any Distribution Date and any Class of Class A Certificates, the
lesser of (a) the sum of (i) LIBOR plus (ii) the related Certificate Margin
and
(b) the Maximum Cap Rate.
“Xxxxxxx
Mac”: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage
Note
used to determine the Mortgage Rate for such Mortgage Loan.
“Group
I
Allocation Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is (i) the Group I Principal
Remittance Amount for such Distribution Date, and the denominator of which
is
(ii) the Principal Remittance Amount for such Distribution Date.
“Group
I
Basic Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Group I Principal Remittance Amount for such Distribution
Date
over (ii) the Overcollateralization Release Amount, if any, for such
Distribution Date multiplied by the Group I Allocation Percentage.
“Group
I
Certificates”: The Class I-A-1 Certificates.
“Group
I
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to interest
received or advanced with respect to the Group I Mortgage Loans.
“Group
I
Mortgage Loan”: A Mortgage Loan assigned to Loan Group I. The aggregate
principal balance of the Group I Mortgage Loans as of the Cut-off Date is
equal
to $344,560,379.72.
“Group
I
Overcollateralization Floor”: With respect to the Group I Certificates,
$1,752,665.
“Group
I
Principal Distribution Amount”: With respect to any Distribution Date, that
portion of the Available Funds equal to the sum of (i) the Group I Basic
Principal Distribution Amount for such Distribution Date and (ii) the Extra
Principal Distribution Amount for such Distribution Date multiplied by the
Group
I Allocation Percentage.
“Group
I
Principal Remittance Amount”: With respect to any Distribution Date, the sum of
(i) each scheduled payment of principal collected or advanced on the Group
I
Mortgage Loans by the Servicer that were due during the related Due Period,
(ii)
the principal portion of all partial and full principal prepayments of the
Group
I Mortgage Loans received by the Servicer during the related Prepayment Period,
(iii) the principal portion of all related Net Liquidation Proceeds, Subsequent
Recoveries and Insurance Proceeds received during such Prepayment Period
with
respect to the Group I Mortgage Loans, (iv) that portion of the Purchase
Price,
representing principal of any repurchased Group I Mortgage Loan, deposited
to
the Collection Account during such Prepayment Period, (v) the principal portion
of any related Substitution Adjustments deposited in the Collection Account
during such Prepayment Period with respect to the Group I Mortgage Loans
and
(vi) on the Distribution Date on which the Trust Fund is to be terminated
pursuant to Section 10.01, that portion of the Termination Price, in respect
of
principal on the Group I Mortgage.
“Group
I
Senior Principal Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the aggregate Certificate Principal Balance of the Group
I
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 72.00%
and
(ii)
the aggregate Stated 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 (B) the positive difference, if any, of the aggregate Stated
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) minus the Group I Overcollateralization Floor.
“Group
II
Allocation Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is (i) the Group II Principal
Remittance Amount for such Distribution Date, and the denominator of which
is
(ii) the Principal Remittance Amount for such Distribution Date.
“Group
II
Basic Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Group II Principal Remittance Amount for such Distribution
Date over (ii) the Overcollateralization Release Amount, if any, for such
Distribution Date multiplied by the Group II Allocation Percentage.
“Group
II
Certificates”: The Class II-A-1 Certificates, the Class II-A-2 Certificates, the
Class II-A-3 Certificates and the Class II-A-4 Certificates.
“Group
II
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to interest
received or advanced with respect to the Group II Mortgage Loans.
“Group
II
Mortgage Loan”: A Mortgage Loan assigned to Loan Group II. The aggregate
principal balance of the Group II Mortgage Loans as of the Cut-off Date is
equal
to $449,685,242.06.
“Group
II
Overcollateralization Floor”: With respect to the Group II Certificates,
$2,292,455.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date, that
portion of the Available Funds equal to the sum of (i) the Group II Basic
Principal Distribution Amount for such Distribution Date and (ii) the Extra
Principal Distribution Amount for such Distribution Date multiplied by the
Group
II Allocation Percentage.
“Group
II
Principal Remittance Amount”: With respect to any Distribution Date, the sum of
(i) each scheduled payment of principal collected or advanced on the Group
II
Mortgage Loans by the Servicer that were due during the related Due Period,
(ii)
the principal portion of all partial and full principal prepayments of the
Group
II Mortgage Loans received by the Servicer during the related Prepayment
Period,
(iii) the principal portion of all related Net Liquidation Proceeds, Subsequent
Recoveries and Insurance Proceeds received during such Prepayment Period
with
respect to the Group II Mortgage Loans, (iv) that portion of the Purchase
Price,
representing principal of any repurchased Group II Mortgage Loan, deposited
to
the Collection Account during such Prepayment Period, (v) the principal portion
of any related Substitution Adjustments deposited in the Collection Account
during such Prepayment Period with respect to the Group II Mortgage Loans
and
(vi) on the Distribution Date on which the Trust Fund is to be terminated
pursuant to Section 10.01, that portion of the Termination Price, in respect
of
principal on the Group II Mortgage Loans.
“Group
II
Senior Principal Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the Certificate Principal Balance of the Group II Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 72.00%
and
(ii)
the aggregate Stated 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 (B) the positive difference, if any, of the aggregate Stated
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) minus the Group II Overcollateralization Floor.
“Holder”:
See “Certificateholder.”
“Indenture”:
An indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or Residual Certificates (or any
portion thereof).
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Servicer or the Master Servicer and
their
respective Affiliates, (b) does not have any direct financial interest in
or any
material indirect financial interest in the Depositor or the Servicer or
any
Affiliate thereof, and (c) is not connected with the Depositor or the Servicer
or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided,
however,
that a
Person shall not fail to be Independent of the Depositor or the Servicer
or any
Affiliate thereof merely because such Person is the beneficial owner of 1%
or
less of any class of securities issued by the Depositor or the Servicer or
any
Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer or the Master
Servicer) that would be an “independent contractor” with respect to any of the
REMICs created hereunder within the meaning of Section 856(d)(3) of the Code
if
such REMIC were a real estate investment trust (except that the ownership
tests
set forth in that section shall be considered to be met by any Person that
owns,
directly or indirectly, 35% or more of any Class of Certificates), so long
as
each such REMIC does not receive or derive any income from such Person and
provided that the relationship between such Person and such REMIC is at arm’s
length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5),
or
(ii) any other Person (including the Servicer and the Master Servicer) if
the
Trust Administrator has received an Opinion of Counsel for the benefit of
the
Trustee and the Trust Administrator to the effect that the taking of any
action
in respect of any REO Property by such Person, subject to any conditions
therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a)
of
the Code), or cause any income realized in respect of such REO Property to
fail
to qualify as Rents from Real Property.
“Index”:
With respect to each Adjustable-Rate Mortgage Loan and each related Adjustment
Date, the index as specified in the related Mortgage Note.
“Initial
Certificate Principal Balance”: With respect to any Regular Certificate, the
amount designated “Initial Certificate Principal Balance” on the face
thereof.
“Insurance
Account”: The account or accounts created and maintained pursuant to Section
4.02.
“Insurance
Agreement”: The insurance and indemnity agreement, dated as of April 26, 2007,
among the Certificate Insurer, Option One Mortgage Corporation, the Depositor
and the Trust Administrator.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
covering a Mortgage Loan (including the Pool Policy),
to the
extent such proceeds are received by the Servicer and are not to be applied
to
the restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the procedures that the Servicer would follow in servicing
mortgage loans held for its own account, subject to the terms and conditions
of
the related Mortgage Note and Mortgage.
“Insured
Amount”: With respect to any Distribution Date, the Deficiency Amount for such
Distribution Date.
“Insured
Payments”: As
defined in the Policy.
“Interest
Determination Date”: With respect to the Class A Certificates and each related
Accrual Period, the second LIBOR Business Day preceding the commencement
of such
Accrual Period.
“Interest
Rate Swap Agreement”: The interest rate swap agreement, dated the Closing Date,
between the Supplemental Interest Trust Trustee and the Swap Provider, including
any schedule, confirmations, credit support annex or other credit support
document relating thereto, and attached hereto as Exhibit I.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received subsequent
to the Determination Date immediately following any related Due Period, whether
as late payments of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds, Subsequent Recoveries or otherwise, which represent late payments
or
collections of principal and/or interest due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) but delinquent
on a
contractual basis for such Due Period and not previously recovered.
“Latest
Possible Maturity Date”: As to each Class of Certificates, the date set forth as
such in the Preliminary Statement.
“Late
Payment Rate”: With respect to the Policy, the lesser of (a) the greater of (i)
the prime rate as published in the Wall Street Journal (or if no such rate
is
published thereby, in a publication selected by the Insurer) (any change
in such
rate of interest to be effective on the date such change is published) plus
2%,
and (ii) the then applicable rate of interest on the Insured Certificates
and (b) the maximum rate permissible under applicable usury or similar laws
limiting interest rates. The Late Payment Rate shall be computed on the basis
of
the actual number of days elapsed over a year of 360 days for any Distribution
Date.
“LIBOR”:
With respect to each Accrual Period for the Class A Certificates, the rate
determined by the Trust Administrator on the related Interest Determination
Date
on the basis of the London interbank offered rate for one-month United States
dollar deposits, as such rate appears on the Reuters Screen LIBOR01 Page,
as of
11:00 a.m. (London time) on such Interest Determination Date. If such rate
does
not appear on Reuters Screen LIBOR01 Page, the rate for such Interest
Determination Date will be determined on the basis of the offered rates of
the
Reference Banks for one-month United States dollar deposits, as of 11:00
a.m.
(London time) on such Interest Determination Date. The Trust Administrator
will
request the principal London office of each of the Reference Banks to provide
a
quotation of its rate. On such Interest Determination Date, LIBOR for the
related Accrual Period for the Class A Certificates will be established by
the
Trust Administrator as follows:
(i) If
on
such Interest Determination Date two or more Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the arithmetic
mean of such offered quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16 of 1%); and
(ii) If
on
such Interest Determination Date fewer than two Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the higher
of
(i) LIBOR as determined on the previous Interest Determination Date and (ii)
the
Reserve Interest Rate.
“LIBOR
Business Day”: Any day on which banks in London, England and The City of New
York are open and conducting transactions in foreign currency and
exchange.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the Servicer has determined, in accordance with the servicing procedures
specified herein, as of the end of the related Prepayment Period, that all
Liquidation Proceeds which it expects to recover with respect to the liquidation
of the Mortgage Loan or disposition of the related REO Property have been
recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full, (ii) a Final Recovery Determination is made
as to
such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust
Fund by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03 or Section 10.01. With respect to any REO Property, either
of
the following events: (i) a Final Recovery Determination is made as to such
REO
Property or (ii) such REO Property is removed from the Trust Fund by reason
of
its being sold or purchased pursuant to Section 3.23 or Section
10.01.
“Liquidation
Proceeds”: The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the Servicer in
connection with (i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or condemnation, (ii) the liquidation
of
a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan
or an
REO Property pursuant to or as contemplated by Section 2.03, Section 3.23
or
Section 10.01.
“Loan-to-Value
Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as
a
percentage, the numerator of which is the Principal Balance of the Mortgage
Loan
and the denominator of which is the Value of the related Mortgaged
Property.
“Loan
Group”: Loan Group I or Loan Group II, as the context requires.
“Loan
Group I”: The group of Mortgage Loans with original principal balances that
conform to Xxxxxxx Mac guidelines identified in the Mortgage Loan Schedule
as
having been assigned to Loan Group I.
“Loan
Group II”: The group of Mortgage Loans with original principal balances that may
or may not conform to Xxxxxxx Mac guidelines identified in the Mortgage Loan
Schedule as having been assigned to Loan Group II.
“Loss
Mitigation Procedures”: The policies and procedures set forth in Exhibit G
hereto relating to the realization on delinquent Mortgage Loans.
“Losses”:
As defined in Section 9.03.
“Lost
Note Affidavit”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost, misplaced or destroyed and has not
been
replaced, an affidavit from the Originator certifying that the original Mortgage
Note has been lost, misplaced or destroyed (together with a copy of the related
Mortgage Note) and indemnifying the Trust against any loss, cost or liability
resulting from the failure to deliver the original Mortgage Note in the form
of
Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing at least 51% of the
Voting Rights.
“Marker
Rate”: With respect to the Class C Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 1 Pass-Through Rates for REMIC
2
Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
LTIIA4 and REMIC 2 Regular Interest LTZZ,
with
the rates on such REMIC 2 Regular Interests (other than REMIC 2 Regular Interest
LTZZ) subject to a cap equal to lesser of (i) LIBOR plus the related Certificate
Margin and (ii) the Net WAC Rate for the purpose of this calculation; and
with
the rate on REMIC 2 Regular Interest LTZZ subject to a cap of zero for the
purpose of this calculation; provided, however, that for this purpose,
calculations of the Uncertificated REMIC 2 Pass-Through Rate and the related
caps with respect to each such REMIC 2 Regular Interest shall be multiplied
by a
fraction, the numerator of which is the actual number of days in the Accrual
Period and the denominator of which is 30.
“Master
Servicer”: As of the Closing Date, Xxxxx Fargo Bank, N.A. and thereafter, its
respective successors in interest who meet the qualifications of the Master
Servicer under this Agreement or any successor appointed hereunder. The Master
Servicer and the Trust Administrator shall at all times be the same
Person.
“Master
Servicer Event of Termination”: One or more of the events described in Section
7.01(c).
“Master
Servicing Compensation”: The meaning specified in Section 12.09.
“Master
Servicing Transfer Costs”: Shall mean all reasonable out-of-pocket costs and
expenses incurred by the Trustee in connection with the transfer of master
servicing from a predecessor master servicer, including, without limitation,
any
reasonable costs or expenses associated with the complete transfer of all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the Trustee (or other successor master servicer)
to
correct any errors or insufficiencies in the servicing data or otherwise
to
enable the Trustee (or other successor master servicer) to master service
the
Mortgage Loans properly and effectively.
“Maximum
Cap Rate”: With respect to each Distribution Date and the Class A Certificates,
a per
annum
rate (subject to adjustment based on the actual number of days elapsed in
the
related Accrual Period) equal to the weighted average of the Adjusted Net
Maximum Mortgage Rates of the Mortgage Loans (weighted based on the principal
balance of each Mortgage Loan) as of the first day of the related Due Period
or,
in the case of the first Distribution Date, the Cut-off Date, (adjusted,
except
in the case of the first Distribution Date, to reflect unscheduled principal
payments made thereafter during the Prepayment Period that includes such
first
day of the related Due Period) minus (i) the Swap Expense Fee Rate and (ii)
the
Certificate Insurer Premium Rate multiplied by a fraction, the numerator
of
which is the aggregate Certificate Principal Balance of the Class A Certificates
and the denominator of which is the aggregate Principal Balance of the Mortgage
Loans as of the first day of the related Due Period or, in the case of the
first
Distribution Date, the Cut-off Date (adjusted, except in the case of the
first
Distribution Date, to reflect unscheduled principal payments made thereafter
during the Prepayment Period that includes such first day of the related
Due
Period) plus (4) an amount, expressed as a per annum rate equal to the product
of (x) the Net Swap Payment made by the Swap Provider on such Distribution
Date
divided by the aggregate outstanding Principal Balance of the Mortgage
Loans as of the first day of the related Due Period or, in the case of the
first
Distribution Date, the Cut-off Date (adjusted, except in the case of the
first
Distribution Date, to reflect unscheduled principal payments made thereafter
during the Prepayment Period that includes such first day of the related
Due
Period) and (y) 12.
“Maximum
LTZZ Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the Uncertificated
REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest LTZZ for
such
Distribution Date on a balance equal to the Uncertificated Principal Balance
of
REMIC 2 Regular Interest LTZZ minus the REMIC 2 Overcollateralization Amount,
in
each case for such Distribution Date, over (ii) Uncertificated Interest on
REMIC
2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3 and REMIC 2 Regular Interest
LTIIA4 for such Distribution Date, with the rate on each such REMIC 2 Regular
Interest subject to a cap equal to the lesser of (i) LIBOR plus the related
Certificate Margin and (ii) the related Net WAC Rate provided, however, that
solely for this purpose, calculations of the Uncertificated REMIC 2 Pass-Through
Rate and the related caps with respect to each such REMIC 2 Regular Interest
shall be multiplied by a fraction, the numerator of which is the actual number
of days in the Accrual Period and the denominator of which is 30.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage
Rate
thereunder.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage
Rate
thereunder.
“Monthly
Interest Distributable Amount”: With respect to any Class of Class A
Certificates, the Class C Certificates and any Distribution Date the amount
of
interest accrued during the related Accrual Period at the related Pass-Through
Rate on the Certificate Principal Balance (or Notional Amount in the case
of the
Class C Certificates) of such Class immediately prior to such Distribution
Date,
reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls as allocated to such Certificate as provided in Section 1.03 and
based on its respective entitlements to interest irrespective of any Net
Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution Date).
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined:
(a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b)
without giving effect to any extension granted or agreed to by the Servicer
pursuant to Section 3.01; and (c) on the assumption that all other amounts,
if
any, due under such Mortgage Loan are paid when due.
“Monthly
Statement”: As defined in Section 4.03(a) hereof.
“Xxxxx’x”:
Xxxxx’x Investors Service, Inc. or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on,
or
first priority security interest in, a Mortgaged Property securing a Mortgage
Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01, Section 2.03(d) or Section 2.08 as from time to time held as
a
part of the Trust Fund, the Mortgage Loans so held being identified in the
Mortgage Loan Schedule.
“Mortgage
Loan Purchase Agreement”: The agreement among the Originator, the Sellers and
the Depositor, regarding the transfer of the Mortgage Loans by the Sellers
to or
at the direction of the Depositor, substantially in the form attached hereto
as
Exhibit C.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 2
on such date, separately identifying the Group I Mortgage Loans and the Group
II
Mortgage Loans, attached hereto as Exhibit D. The Mortgage Loan Schedule
shall
be prepared by the Originator and shall set forth the following information
with
respect to each Mortgage Loan, as applicable:
| (1) |
the
Mortgage Loan identifying number;
|
| (2) |
[reserved];
|
| (3) |
the
state and zip code of the Mortgaged
Property;
|
|
(4)
|
a
code indicating whether the Mortgaged Property was represented
by the
borrower, at the time of origination, as being
owner-occupied;
|
| (5) |
the
type of Residential Dwelling constituting the Mortgaged
Property;
|
| (6) |
the
original months to maturity;
|
|
(7)
|
the
stated remaining months to maturity from the Cut-off Date based
on the
original amortization schedule;
|
| (8) |
the
Loan-to-Value Ratio at origination;
|
|
(9)
|
the
Mortgage Rate in effect immediately following the Cut-off
Date;
|
|
(10)
|
the
date on which the first Monthly Payment was due on the Mortgage
Loan;
|
| (11) |
the
stated maturity date;
|
| (12) |
the
amount of the Monthly Payment at
origination;
|
|
(13)
|
the
amount of the Monthly Payment due on the first Due Date after the
Cut-off
Date;
|
|
(14)
|
the
last Due Date on which a Monthly Payment was actually applied to
the
unpaid Stated Principal Balance;
|
| (15) |
the
original principal amount of the Mortgage
Loan;
|
|
(16)
|
the
Stated Principal Balance of the Mortgage Loan as of the Close of
Business
on the Cut-off Date;
|
|
(17)
|
a
code indicating the purpose of the Mortgage Loan (i.e.,
purchase financing, rate/term refinancing, cash-out
refinancing);
|
| (18) |
the
Mortgage Rate at origination;
|
|
(19)
|
a
code indicating the documentation program (i.e.,
full documentation, limited documentation, stated income
documentation);
|
| (20) |
the
risk grade;
|
| (21) |
the
Value of the Mortgaged Property;
|
| (22) |
the
sale price of the Mortgaged Property, if
applicable;
|
|
(23)
|
the
actual unpaid principal balance of the Mortgage Loan as of the
Cut-off
Date;
|
| (24) |
the
type and term of the related Prepayment
Charge;
|
| (25) |
the
rounding code;
|
| (26) |
the
program code;
|
| (27) |
a
code indicating the lien priority for Mortgage
Loans;
|
|
(28)
|
the
credit score (“FICO”) of such Mortgage Loan;
|
|
(29)
|
with
respect to each Adjustable-Rate Mortgage Loan, the Minimum Mortgage
Rate;
|
|
(30)
|
with
respect to each Adjustable-Rate Mortgage Loan, the Maximum Mortgage
Rate;
|
| (31) |
with
respect to each Adjustable-Rate Mortgage Loan, the Gross
Margin;
|
|
(32)
|
with
respect to each Adjustable-Rate Mortgage Loan, the next Adjustment
Date;
|
|
(33)
|
with
respect to each Adjustable-Rate Mortgage Loan, the Periodic Rate
Cap;
|
| (34) |
the
total amount of points and fees charged such Mortgage Loan;
and
|
|
(35)
|
a
code indicating that such Mortgage Loan a Covered Mortgage Loan.
|
The
Mortgage Loan Schedule shall set forth the following information, with respect
to the Mortgage Loans in the aggregate and for each Loan Group as of the
Cut-off
Date: (1) the number of Mortgage Loans (separately identifying the number
of
Fixed-Rate Mortgage Loans and the number of Adjustable-Rate Mortgage Loans);
(2)
the current Stated Principal Balance of the Mortgage Loans; (3) the weighted
average Mortgage Rate of the Mortgage Loans and (4) the weighted average
maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended
from
time to time by the Originator in accordance with the provisions of this
Agreement. With respect to any Qualified Substitute Mortgage Loan, the Cut-off
Date shall refer to the related Cut-off Date for such Mortgage Loan, determined
in accordance with the definition of Cut-off Date herein.
“Mortgage
Note”: The original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage
Rate”: With respect to each Fixed Rate Mortgage Loan, the rate set forth in the
related Mortgage Note. With respect to each Adjustable Rate Mortgage Loan,
the
annual rate at which interest accrues on such Mortgage Loan from time to
time in
accordance with the provisions of the related Mortgage Note, which rate (A)
as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as
the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as
of any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next highest or
nearest
0.125% (as provided in the Mortgage Note), of the Index, determined as set
forth
in the related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination,
the
annual rate determined in accordance with the immediately preceding sentence
as
of the date such Mortgage Loan became an REO Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a Residential
Dwelling.
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
disposition of related Mortgaged Property (including REO Property) the related
Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing Advances,
Servicing Fees and any other accrued and unpaid servicing fees received and
retained in connection with the liquidation of such Mortgage Loan or Mortgaged
Property.
“Net
Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a)
any Overcollateralization Release Amount for such Distribution Date and (b)
the
excess of (x) Available Funds for such Distribution Date over (y) the sum
for
such Distribution Date of (A) the Monthly Interest Distributable Amounts
for the
Class A Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class
A
Certificates, (C) the Principal Remittance Amount and (D) the premiums and
reimbursements distributable to the Certificate Insurer.
“Net
Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property),
as of any date of determination, a per annum rate of interest equal to the
then
applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee Rate.
“Net
Swap
Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
the Fixed Swap Payment over (y) the Floating Swap Payment, and in the case
of
payments made by the Swap Provider, the excess, if any, of (x) the Floating
Swap
Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment
shall not be less than zero.
“Net
Prepayment Interest Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date over
the
related Compensating Interest.
“Net
WAC
Rate”:
With
respect to the Class A Certificates and any Distribution Date, a per annum
rate
(subject to adjustment based on the actual number of days elapsed in the
related
Accrual Period) equal to (1) the weighted average of the Adjusted Net Mortgage
Rates of the Mortgage Loans (weighted based on the principal balance
of each
Mortgage Loan as of the first day of the related Due Period or,
in
the case of the first Distribution Date, the Cut-off Date, adjusted, except
in
the case of the first Distribution Date, to reflect unscheduled principal
payments made thereafter during the
Prepayment Period that includes such first day
of the
related Due Period) minus the sum of (1) the Swap Expense Fee Rate and
(2) the Certificate Insurer Premium Rate multiplied by a fraction, the numerator
of which is the Certificate Principal Balance of the Offered Certificates
and the denominator of which is the aggregate Principal Balance of the Mortgage
Loans as of the first day of the related Due Period (after taking into account
principal prepayments received during the related Prepayment Period that
includes such first day).
For
federal income tax purposes, such rate shall be a rate per annum (adjusted
for
the actual number of days elapsed in the related Accrual Period) equal to
the
weighted average of the Uncertificated REMIC 2 Pass-Through Rate on the REMIC
2
Regular Interest LTIO, weighted on the basis of the Uncertificated Principal
Balance of each such REMIC 2 Regular Interest.
“Net
WAC
Rate Carryover Amount”: With respect to any Class of Class A Certificates and
any Distribution Date, the sum of (A) the positive excess of (i) the amount
of
interest that would have accrued on such Class of Certificates for such
Distribution Date calculated at the related Pass-Through Rate had it not
been
limited by the Net WAC Rate over (ii) the amount of interest accrued on such
Class of Certificates at the related Net WAC Rate for such Distribution Date
and
(B) the related Net WAC Rate Carryover Amount for the previous Distribution
Date
not previously paid, together with interest thereon at a rate equal to the
related Pass-Through Rate without regard to the Net WAC Rate, in each case
for
such Distribution Date and for such related Accrual Period.
“Net
WAC
Rate Carryover Reserve Account”: The reserve account established and maintained
pursuant to Section 4.05.
“New
Lease”: Any lease of REO Property entered into on behalf of the Trust, including
any lease renewed or extended on behalf of the Trust if the Trust has the
right
to renegotiate the terms of such lease.
“Nonrecoverable
Advance”: Any Advance or Servicing Advance previously made or proposed to be
made in respect of a Mortgage Loan or REO Property that, in the good faith
business judgment of the Servicer or the Master Servicer, as applicable,
will
not be ultimately recoverable from Late Collections, Insurance Proceeds,
Liquidation Proceeds or condemnation proceeds on such Mortgage Loan or REO
Property as provided herein.
“Notional
Amount”: Immediately prior to any Distribution Date, with respect to the Class C
Interest, the aggregate of the Uncertificated Principal Balances of the REMIC
2
Regular Interests (other than REMIC 2 Regular Interest LTIO and REMIC 2 Regular
Interest LTP).
“Obligor”:
Option One Mortgage Capital Corporation, a Delaware corporation, or its
successor in interest.
“Offered
Certificates”: The Class A Certificates offered to the public pursuant to the
Prospectus Supplement.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries or Servicing Officers of the Servicer, the Master
Servicer, the Originator, the Trustee, the Trust Administrator or the Depositor,
as applicable.
“OTS
Method”: As defined in Section 4.03(a) hereof.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be a
salaried counsel for the Depositor, the Servicer or the Master Servicer,
acceptable to the Trustee, if such opinion is delivered to the Trustee, or
acceptable to the Trust Administrator, if such opinion is delivered to the
Trust
Administrator, and the Certificate Insurer, except that any opinion of counsel
relating to (a) the qualification of any REMIC as a REMIC or (b) compliance
with
the REMIC Provisions must be an opinion of Independent counsel.
“Optional
Termination Date”: The first Distribution Date on which the Servicer or the
Certificate Insurer may opt to terminate the Trust Fund pursuant to Section
10.01.
“Original
Class Certificate Principal Balance”: With respect to the Class A Certificates,
the Class C Interest, the Class C Certificates, the Class P Interest and
the
Class P Certificates, the corresponding amounts set forth opposite such Class
above in the Preliminary Statement.
“Originator”:
Option One Mortgage Corporation, a California corporation, or its successor
in
interest, in its capacity as originator under the Mortgage Loan Purchase
Agreement.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the amount, if any,
by which the Overcollateralization Target Amount exceeds the Overcollateralized
Amount on such Distribution Date (after giving effect to distributions in
respect of the Group I Basic Principal Distribution Amount and the Group
II
Basic Principal Distribution Amount.
“Overcollateralization
Release Amount”: With respect to any Distribution Date, the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the Excess
Overcollateralized Amount.
“Overcollateralization
Target Amount”: With respect to the Distribution Date in May 2007 an amount
equal to 11.50%. With respect to the Distribution Date after the Distribution
Date in May 2007 and prior to the Stepdown Date an amount equal to 14.00%
of the
aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date.
With
respect to any Distribution Date, on or after the Stepdown Date, the lesser
of
the amount set forth in the preceding sentence and 28.00% of the aggregate
Stated Principal Balance of the Mortgage Loans for the related Distribution
Date, subject to a floor equal to the Overcollateralization Floor; provided
however, if a Trigger Event is in effect on the related Distribution Date,
the
Overcollateralization Target Amount will be the Overcollateralization Target
Amount for the previous Distribution Date. Notwithstanding the foregoing,
on and
after any Distribution Date following the reduction of the aggregate Certificate
Principal Balance of the Class A Certificates to zero, the Overcollateralization
Target Amount shall be zero.
“Overcollateralized
Amount”: For any Distribution Date, an amount equal to (i) the sum of the
aggregate Stated Principal Balance of the 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) minus (ii) the aggregate Certificate Principal Balance of the Class
A
Certificates and the Class P Certificates as of such Distribution Date (after
giving effect to distributions to be made on such Distribution
Date).
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
“Pass-Through
Rate”: With respect to any Class of Class A Certificates and any Distribution
Date, the lesser of the sum of (x) the Formula Rate for such Distribution
Date
and (y) the Maximum Cap Rate for such Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to the percentage equivalent of a fraction, the numerator of which
is (x)
the sum of (i) 100% of the interest on REMIC 2 Regular Interest LTP and (ii)
interest on the Uncertificated Principal Balance of each REMIC 2 Regular
Interest listed in clause (y) at a rate equal to the related Uncertificated
REMIC 2 Pass-Through Rate minus the Marker Rate and the denominator of which
is
(y) the aggregate Uncertificated Principal Balance of REMIC 2 Regular Interests
XXXX, XXXX0, XXXXX0, LTIIA2, LTIIA3, LTIIA4 and LTZZ.
With
respect to the Class C Certificates, 100% of the interest distributable to
the
Class C Interest, expressed as a per annum rate on its Notional
Amount.
With
respect to the Class Swap-IO Interest, the Class Swap IO Interest shall not
have
a Pass-Through Rate, but interest for such Regular Interest and each
Distribution Date shall be an amount equal to 100% of the amounts distributable
to REMIC 2 Regular Interest LTIO for such Distribution Date.
REMIC
6
Regular Interest SWAP-IO shall not have a Pass-Through Rate, but interest
for
such Regular Interest and each Distribution Date shall be an amount equal
to
100% of the amounts distributable to the Class SWAP-IO Interest for such
Distribution Date.
The
Class
P Certificates, Class R Certificates and Class R-X Certificates will not
accrue
interest and therefore will not have a Pass-Through Rate.
“Paying
Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage
Interest”: With respect to any Certificate (other than a Residual Certificate),
a fraction, expressed as a percentage, the numerator of which is the Initial
Certificate Principal Balance or Notional Amount represented by such Certificate
and the denominator of which is the Original Class Certificate Principal
Balance
or initial Notional Amount of the related Class. With respect to a Residual
Certificate, the portion of the Class evidenced thereby, expressed as a
percentage, as stated on the face of such Certificate; provided,
however,
that
the sum of all such percentages for each such Class totals 100%.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage
Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or
the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in
effect
immediately prior to such Adjustment Date.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Servicer, the Master Servicer, the
Trustee, the Trust Administrator or any of their respective Affiliates or
for
which an Affiliate of the Trust Administrator serves as an advisor:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) (A)
demand and time deposits in, certificates of deposit of, bankers’ acceptances
issued by or federal funds sold by any depository institution or trust company
(including the Trustee or its agent acting in their respective commercial
capacities) incorporated under the laws of the United States of America or
any
state thereof and subject to supervision and examination by federal and/or
state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution or
trust
company (or, if the only Rating Agency is S&P, in the case of the principal
depository institution in a depository institution holding company, debt
obligations of the depository institution holding company) or its ultimate
parent has a short-term uninsured debt rating in the highest available rating
category of Fitch, Xxxxx’x and S&P and provided that each such investment
has an original maturity of no more than 365 days; and provided further that,
if
the only Rating Agency is S&P and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations of
such
subsidiary are not separately rated, the applicable rating shall be that
of the
bank holding company; and, provided further that, if the original maturity
of
such short-term obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term rating
of such
institution shall be A-1+ in the case of S&P if S&P is the Rating
Agency; and (B) any other demand or time deposit or deposit which is fully
insured by the FDIC;
(iii) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository institution
or
trust company (acting as principal) rated A-1+ by S&P, A2 or higher by
Xxxxx’x and F-1+ or higher by Fitch provided, however, that collateral
transferred pursuant to such repurchase obligation must be of the type described
in clause (i) above and must (A) be valued daily at current market prices
plus
accrued interest, (B) pursuant to such valuation, be equal, at all times,
to
105% of the cash transferred by the Trust Administrator in exchange for such
collateral and (C) be delivered to the Trust Administrator or, if the Trust
Administrator is supplying the collateral, an agent for the Trust Administrator,
in such a manner as to accomplish perfection of a security interest in the
collateral by possession of certificated securities;
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any State
thereof
and that are rated by a Rating Agency in its highest long-term unsecured
rating
category at the time of such investment or contractual commitment providing
for
such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not
more
than 30 days after the date of acquisition thereof) that is rated by a Rating
Agency in its highest short-term unsecured debt rating available at the time
of
such investment;
(vi) units
of
money market funds, including those managed or advised by the Trust
Administrator or its Affiliates, that have been rated, if so rated, “AAAm” by
S&P, “AAA” by Fitch and “Aaa” by Xxxxx’x; and
(vii) if
previously confirmed in writing to the Trustee and the Trust Administrator,
any
other demand, money market or time deposit, or any other obligation, security
or
investment, as may be acceptable to the Rating Agencies and the Certificate
Insurer in writing as a permitted investment of funds backing securities
having
ratings equivalent to its highest initial rating of the Class A
Certificates;
provided,
that no instrument described hereunder shall evidence either the right to
receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any transferee of a Residual Certificate other than a Disqualified
Organization or a non-U.S. Person.
“Person”:
Any individual, corporation, limited liability company, partnership, joint
venture, association, joint stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
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 are subject
to
ERISA or Section 4975 of the Code.
“Policy”:
The financial guaranty insurance policy (policy # CA03705A) relating to the
Class A Certificates dated the Closing Date and issued by the Certificate
Insurer for the benefit of the Holders of the Class A Certificates.
“Pool
Insurer”: Radian Guaranty Inc., a Pennsylvania corporation and stock mortgage
insurance company, or any permitted successor thereof, as issuer of the Pool
Policy.
“Pool
Policy”: The mortgage pool insurance policy (policy number #07-273042) dated the
Closing Date and issued by the Pool Insurer.
“Pool
Balance”: As of any date of determination, the aggregate Stated Principal
Balance of the Mortgage Loans in both Loan Groups as of such date.
“Premium”:
The non-refundable premium payable in respect of the Policy, which shall
be
payable on each Distribution Date, an amount equal to the product of (A)
the
Certificate Insurer Premium Rate and (B) the aggregate outstanding Certificate
Principal Balance of the Class A Certificates on the immediately preceding
Distribution Date after giving effect to any payments of principal made on
such
immediately preceding Distribution Date, other than any such distribution
related to an unreimbursed Insured Payment made under the Policy and (C)
the
number of days from and including the immediate Distribution Date to but
excluding such Distribution Date divided by 360.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Mortgage Loan, the charges, fees, penalties or
premiums, if any, due in connection with a full or partial prepayment of
such
Mortgage Loan in accordance with the terms thereof (other than any Servicer
Prepayment Charge Payment Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage
Loans included in the Trust Fund on such date, attached hereto as Schedule
I
(including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall be prepared by the Servicer (in its capacity as
Originator) and set forth the following information with respect to each
Prepayment Charge:
|
(i)
|
the
Mortgage Loan identifying number;
|
|
(ii)
|
a
code indicating the type of Prepayment
Charge;
|
|
(iii)
|
the
state of origination of the related Mortgage
Loan;
|
|
(iv)
|
the
date on which the first monthly payment was due on the related
Mortgage
Loan;
|
|
(v)
|
the
term of the related Prepayment Charge;
and
|
|
(vi)
|
the
principal balance of the related Mortgage Loan as of the Cut-off
Date.
|
The
Prepayment Charge Schedule shall be amended from time to time by the Servicer
in
accordance with the provisions of this Agreement and a copy of such amended
Prepayment Charge Schedule shall be furnished by the Servicer to the
Trustee.
“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a Principal Prepayment in full during the portion
of the
related Prepayment Period occurring between the first day and the Determination
Date of the calendar month in which such Distribution Date occurs, an amount
equal to interest (to the extent received) at the applicable Net Mortgage
Rate
on the amount of such Principal Prepayment for the number of days commencing
on
the first day of the calendar month in which such Distribution Date occurs
and
ending on the date on which such prepayment is so applied.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was the subject of a Principal Prepayment in full during the portion
of the related Prepayment Period occurring between the first day of the related
Prepayment Period and the last day of the calendar month preceding the month
in
which such Distribution Date occurs, an amount equal to one month’s interest on
the Mortgage Loan less any payments made by the Mortgagor. The obligations
of
the Servicer in respect of any Prepayment Interest Shortfall are set forth
in
Section 3.24.
“Prepayment
Period”: With respect to any Distribution Date, the period commencing on the day
after the Determination Date in the calendar month preceding the calendar
month
in which such Distribution Date occurs (or, in the case of the first
Distribution Date, commencing on April 1, 2007) and ending on the Determination
Date of the calendar month in which such Distribution Date occurs.
“Principal
Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any
day, the related Cut-off Date Principal Balance, minus
all
collections credited against the Principal Balance of any such Mortgage Loan.
For purposes of this definition, a Liquidated Mortgage Loan shall be deemed
to
have a Principal Balance equal to the Principal Balance of the related Mortgage
Loan as of the final recovery of related Liquidation Proceeds and a Principal
Balance of zero thereafter. As to any REO Property and any day, the Principal
Balance of the related Mortgage Loan immediately prior to such Mortgage Loan
becoming REO Property minus any REO Principal Amortization received with
respect
thereto on or prior to such day.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Principal
Remittance Amount”: With respect to any Distribution Date, the sum of (i) the
Group I Principal Remittance Amount and (ii) the Group II Principal Remittance
Amount.
“Prospectus
Supplement”: That certain Prospectus Supplement dated April 17, 2007 relating to
the public offering of the Offered Certificates.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03, and as confirmed by an Officers’
Certificate from the Servicer to the Trustee, an amount equal to the sum
of (i)
100% of the Stated Principal Balance thereof as of the date of purchase,
(ii) in
the case of (x) a Mortgage Loan, accrued interest on such Stated Principal
Balance at the applicable Mortgage Rate in effect from time to time from
the Due
Date as to which interest was last covered by a payment by the Mortgagor
or an
advance by the Servicer, which payment or advance had as of the date of purchase
been distributed pursuant to Section 4.01, through the end of the calendar
month
in which the purchase is to be effected, and (y) an REO Property, the sum
of (1)
accrued interest on such Stated Principal Balance at the applicable Mortgage
Rate in effect from time to time from the Due Date as to which interest was
last
covered by a payment by the Mortgagor or an advance by the Servicer through
the
end of the calendar month immediately preceding the calendar month in which
such
REO Property was acquired, plus (2) REO Imputed Interest for such REO Property
for each calendar month commencing with the calendar month in which such
REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase
had
been distributed as or to cover REO Imputed Interest pursuant to Section
4.04,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan or REO Property pursuant to Section 3.23 and (v) in the case of a Mortgage
Loan required to be purchased pursuant to Section 2.03, expenses reasonably
incurred or to be incurred by the Servicer, the Certificate Insurer, the
Master
Servicer, the Trust Administrator or the Trustee in respect of the breach
or
defect giving rise to the purchase obligation including any costs and damages
incurred by the Trust in connection with any violation by such loan of any
predatory or abusive lending law.
“Qualified
Insurer”: Any insurance company acceptable to Xxxxxx Xxx.
“Qualified
Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan pursuant to the terms of this Agreement or the Mortgage Loan Purchase
Agreement which must, on the date of such substitution, (i) have an outstanding
principal balance (or in the case of a substitution of more than one mortgage
loan for a Deleted Mortgage Loan, an aggregate Principal Balance), after
application of all scheduled payments of principal and interest due during
or
prior to the month of substitution, not in excess of, and not more than 5%
less
than, the outstanding principal balance of the Deleted Mortgage Loan as of
the
Due Date in the calendar month during which the substitution occurs, (ii)
have a
Mortgage Rate not less than (and not more than one percentage point in excess
of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Maximum
Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage
Loan, (iv) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum Mortgage
Rate of the Deleted Mortgage Loan, (v) if the Qualified Substitute Mortgage
Loan
is an Adjustable-Rate Mortgage Loan, have a Gross Margin equal to or greater
than the Gross Margin of the Deleted Mortgage Loan, (vi) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a next
Adjustment Date not more than two months later than the next Adjustment Date
on
the Deleted Mortgage Loan, (vii) have a remaining term to maturity not greater
than (and not more than one year less than) that of the Deleted Mortgage
Loan,
(viii) be current as of the date of substitution, (ix) have a Loan-to-Value
Ratio as of the date of substitution equal to or lower than the Loan-to-Value
Ratio of the Deleted Mortgage Loan as of such date, (x) have a risk grading
determined by the Originator at least equal to the risk grading assigned
on the
Deleted Mortgage Loan, (xi) have been underwritten or reunderwritten by the
Originator in accordance with the same underwriting criteria and guidelines
as
the Deleted Mortgage Loan, (xii) have a Prepayment Charge provision at least
equal to the Prepayment Charge provision of the Deleted Mortgage Loan, (xiii)
conform to each representation and warranty set forth in Section 3.01 of
the
Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan,
(xiv)
have the same Due Date as the Deleted Mortgage Loan, (xv) [reserved]
and
(xvi) not be a Convertible Mortgage Loan unless that Deleted Mortgage Loan
was a
Convertible Mortgage Loan. In the event that one or more mortgage loans are
substituted for one or more Deleted Mortgage Loans, the amounts described
in
clause (i) hereof shall be determined on the basis of aggregate Principal
Balances, the Mortgage Rates described in clauses (ii) through (vi) hereof
shall
be satisfied for each such mortgage loan, the risk gradings described in
clause
(x) hereof shall be satisfied as to each such mortgage loan, the terms described
in clause (vii) hereof shall be determined on the basis of weighted average
remaining term to maturity (provided that no such mortgage loan may have
a
remaining term to maturity longer than the Deleted Mortgage Loan), the
Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied as
to
each such mortgage loan and, except to the extent otherwise provided in this
sentence, the representations and warranties described in clause (xii) hereof
must be satisfied as to each Qualified Substitute Mortgage Loan or in the
aggregate, as the case may be.
“Rating
Agency or Rating Agencies”: Xxxxx’x and S&P or their successors. If such
agencies or their successors are no longer in existence, “Rating Agencies” shall
be such nationally recognized statistical rating agencies, or other comparable
Persons, designated by the Depositor and acceptable to the Certificate Insurer,
notice of which designation shall be given to the Trustee, the Trust
Administrator and the Master Servicer.
“Realized
Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized
equal to the portion of the Stated Principal Balance remaining unpaid after
application of all Net Liquidation Proceeds in respect of such Mortgage
Loan.
“Record
Date”: With respect to (i) the Class P Certificates, the Class C Certificates
and the Residual Certificates, the Close of Business on the last Business
Day of
the calendar month preceding the month in which the related Distribution
Date
occurs and (ii) with respect to the Class A Certificates, the Close of Business
on the Business Day immediately preceding the related Distribution Date;
provided,
however,
that
following the date on which Definitive Certificates for a Class A Certificate
are available pursuant to Section 5.02, the Record Date for such Certificates
shall be the Close of Business on the last Business Day of the calendar month
preceding the month in which the related Distribution Date occurs.
“Relevant
Servicing Criteria”: The
Servicing Criteria applicable to the various parties, as set forth on Exhibit
S
attached hereto. For clarification purposes, multiple parties can have
responsibility for the same Relevant Servicing Criteria.
“Reference
Banks”: Those banks (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with
the Depositor, the Originator, the Master Servicer or the Servicer or any
affiliate thereof and (iii) which have been designated as such by the Trust
Administrator, after consultation with the Depositor; provided,
however,
that if
fewer than two of such banks provide a LIBOR rate, then any leading banks
selected by the Trust Administrator, after consultation with the Depositor
which
are engaged in transactions in United States dollar deposits in the
international Eurocurrency market.
“Regular
Certificate”: Any of the Class A Certificates, Class C Certificates or Class P
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. 1,506-1,631 (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.
“Reimbursement
Amount”: Has the meaning given to the term “Insurer Reimbursement” in the
Policy.
“Relief
Act”: The Servicemembers Civil Relief Act.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
Loan with respect to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended Due Period as a result of
the
application of the Relief Act or any similar state or local law, the amount
by
which (i) interest collectible on such Mortgage Loan during such Due Period
is
less than (ii) one month’s interest on the Stated Principal Balance of such
Mortgage Loan at the Mortgage Rate for such Mortgage Loan before giving effect
to the application of the Relief Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
1”: The segregated pool of assets subject hereto, constituting the primary
trust
created hereby and to be administered hereunder, with respect to which a
REMIC
election is to be made consisting of: (i) such Mortgage Loans as from time
to
time are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof,
(ii)
any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustee’s rights with respect to the Mortgage Loans under all
insurance policies, including the Pool Policy, required to be maintained
pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights
under the Mortgage Loan Purchase Agreement or the Assignment Agreements,
if any,
(including any security interest created thereby) and (v) the Collection
Account, the Distribution Account (subject to the last sentence of this
definition) and any REO Account and such assets that are deposited therein
from
time to time and any investments thereof, together with any and all income,
proceeds and payments with respect thereto. Notwithstanding the foregoing,
however, a REMIC election will not be made with respect to the Net WAC Rate
Carryover Reserve Account, the Swap Account, the Supplemental Interest Trust,
the Interest Rate Swap Agreement or any Servicer Prepayment Charge Payment
Amounts.
“REMIC
1
Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC 1 issued hereunder and designated as a “regular interest” in
REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, 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 the Preliminary Statement hereto.
“REMIC
2”: The segregated pool of assets consisting of all of the REMIC 1 Regular
Interests conveyed in trust to the Trustee, for the benefit of REMIC 3, as
holder of the REMIC 2 Regular Interests and the Class R Certificate (in respect
of the Class R-2 Interest), pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to
be
made.
“REMIC
2
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the sum of the aggregate Stated Principal
Balance of the Mortgage Loans and (ii) the Uncertificated REMIC 2 Pass-Through
Rate for REMIC 2 Regular Interest LTAA minus the Marker Rate, divided by
(b)
12.
“REMIC
2
Marker Allocation Percentage”: 50% of any amount payable or loss attributable
from the Mortgage Loans, which shall be allocated to REMIC 2 Regular Interest
LTAA, REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC
2
REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2
Regular Interest LTIIA4 and REMIC 2 Regular Interest LTZZ.
“REMIC
2
Overcollateralization Target Amount”: 0.50% of the Overcollateralization Target
Amount.
“REMIC
2
Overcollateralized Amount”: With respect to any date of determination, (i) 0.50%
of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
Interests (other than REMIC 2 Regular Interest LTP) minus (ii) the aggregate
of
the Uncertificated Principal Balances of REMIC 2 Regular Interest LTIA1,
REMIC 2
Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
Interest LTIIA3 and REMIC 2 Regular Interest LTIIA4, in each case as of such
date of determination.
“REMIC
2
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) 50% of the sum of the aggregate Stated
Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times
the
aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest
LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2,
REMIC 2
Regular Interest LTIIA3, REMIC 2 Regular Interest LTIIA4 and the denominator
of
which is the aggregate of the Uncertificated Principal Balances of REMIC
2
Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
LTIIA4 and REMIC 3 Regular Interest LTZZ.
“REMIC
2
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 2 issued hereunder and designated as a Regular Interest
in
REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and
shall
be entitled to distributions of principal (other than REMIC 2 Regular Interest
LTIO), subject to the terms and conditions hereof, in an aggregate amount
equal
to its initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto. The following is a list of each of the REMIC 2 Regular
Interests: REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1,
REMIC
2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
Interest LTIIA3, REMIC 2 Regular Interest LTIIA4 REMIC 2 Regular Interest
LTZZ,
REMIC 2 Regular Interest LT-XX, REMIC 2 Regular Interest LTP and REMIC 2
Regular
Interest LTIO, each of which is a separate non-certificated beneficial ownership
interests in REMIC 2.
“REMIC
3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the Regular Certificates and the Class R Certificate (in respect of the Class
R-3 Interest), pursuant to Article II hereunder, and all amounts deposited
therein, with respect to which a separate REMIC election is to be
made.
“REMIC
3
Regular Interests”: Any Class A Certificate, Class C Interest, Class P Interest
or Class SWAP-IO Interest.
“REMIC
4”: The segregated pool of assets consisting of the Class C Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class C Certificates
and the Class R-X Certificates (in respect of the Class R-4 Interest), pursuant
to Section 2.07, and all amounts deposited therein, with respect to which
a
separate REMIC election is to be made.
“REMIC
5”: The segregated pool of assets consisting of the Class P Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class P Certificates
and the Class R-X Certificates (in respect of the Class R-5 Interest),
pursuant
to Section 2.07, and all amounts deposited therein, with respect to which
a
separate REMIC election is to be made.
“REMIC
6”: The segregated pool of assets consisting of the Class SWAP-IO Interest
conveyed in trust to the Trustee, for the benefit of the Holders of REMIC
6
Regular Interest SWAP-IO and the Class R-X Certificate (in respect of the
Class
R-6 Interest), pursuant to Section 2.07, and all amounts deposited therein,
with
respect to which a separate REMIC election is to be made.
“REMIC
6
Regular Interest”: REMIC 6 Regular Interest SWAP-IO.
“REMIC
6
Regular Interest SWAP-IO”: The non-certificated beneficial ownership interest in
REMIC 6 issued hereunder and designated as a Regular Interest in REMIC 6.
REMIC
6 Regular Interest SWAP-IO shall be entitled to 100% of amounts distributed
in
respect of The Class SWAP-IO Interest.
“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate
mortgage investment conduits which appear at Section 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
and rulings promulgated thereunder, as the foregoing may be in effect from
time
to time.
“REMIC
Regular Interests”: The REMIC 1 Regular Interests, REMIC 2 Regular Interests,
the Class C Interest, Class P Interest or Class SWAP-IO Interest.
“Remittance
Report”: A report prepared by the Servicer and delivered to the Master
Servicer and the Trust Administrator pursuant to Section 4.04.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code.
“REO
Account”: The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of the
Trust Fund.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of the Trust Fund, one month’s interest
at the applicable Net Mortgage Rate on the Stated Principal Balance of such
REO
Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the Close of Business on the Distribution
Date in such calendar month.
“REO
Principal Amortization”: With respect to any REO Property, for any calendar
month, the excess, if any, of (a) the aggregate of all amounts received in
respect of such REO Property during such calendar month, whether in the form
of
rental income, sale proceeds (including, without limitation, that portion
of the
Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 that is allocable to such
REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.23 in respect of the proper operation, management and maintenance
of such REO Property or (ii) payable or reimbursable to the Servicer or the
Master Servicer (in its capacity as successor Servicer) pursuant to Section
3.23
for unpaid Servicing Fees in respect of the related Mortgage Loan and
unreimbursed Servicing Advances and Advances in respect of such REO Property
or
the related Mortgage Loan, over (b) the REO Imputed Interest in respect of
such
REO Property for such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in
Section
3.23.
“Reportable
Event”: As defined in Section 3.25(a)(ii).
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Reserve
Interest Rate”: With respect to any Interest Determination Date, the rate per
annum that the Trust Administrator determines to be either (i) the arithmetic
mean (rounded upwards if necessary to the nearest whole multiple of 1/16
of 1%)
of the one-month United States dollar lending rates which banks in The City
of
New York selected by the Depositor are quoting on the relevant Interest
Determination Date to the principal London offices of leading banks in the
London interbank market or (ii) in the event that the Trust Administrator
can
determine no such arithmetic mean, in the case of any Interest Determination
Date after the initial Interest Determination Date, the lowest one-month
United
States dollar lending rate which such New York banks selected by the Depositor
are quoting on such Interest Determination Date to leading European
banks.
“Residential
Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
detached two- to four-family dwelling, (iii) a one-family dwelling unit in
a
Xxxxxx Xxx eligible condominium project, (iv) a manufactured home, or (v)
a
detached one-family dwelling in a planned unit development, none of which
is a
mobile home.
“Residual
Certificate”: Any Class R Certificates or Class R-X Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trust Administrator, the Chairman or
Vice Chairman of the Board of Directors or trustees, the Chairman or Vice
Chairman of the Executive or Standing Committee of the Board of Directors
or
trustees, the President, any vice president, any assistant vice president,
the
Secretary, any assistant secretary, the Treasurer, any assistant treasurer,
the
Cashier, any assistant cashier, any trust officer or assistant trust officer,
the Controller and any assistant controller or any other officer of the Trust
Administrator, as applicable, customarily performing functions similar to
those
performed by any of the above designated officers in each case, having direct
responsibility for the administration of this Agreement, and, with respect
to a
particular matter, to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject. When used with
respect
to the Trustee, any officer in the corporate trust department or similar
group
of the Trustee with direct responsibility for the administration of this
Agreement and also, with respect to a particular corporate trust matter,
any
other officer to whom such matter is referred because of his or her knowledge
of
and familiarity with the particular subject.
“S&P”:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
“Xxxxxxxx-Xxxxx
Act”: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any published interpretations
thereof by the Commission’s staff).
“Xxxxxxxx-Xxxxx
Certification”: As defined in Section 3.25(a)(iii).
“Seller”:
Any one or all of: (i) Option One Mortgage Corporation, a California
corporation, (ii) Option One Mortgage Capital Corporation, a Delaware
corporation, or (iii) Option One Owner Trust 2001-1A, Option One Owner Trust
2001-2, Option One Owner Trust 2002-3, Option One Owner Trust 2003-4, Option
One
Owner Trust 2003-5, Option One Owner Trust 2005-6, Option One Owner Trust
2005-7, Option One Owner Trust 2005-8, Option One Owner Trust 2005-9 and/or
Option One Owner Trust 2005-5A, each a Delaware statutory trust.
“Senior
Credit Enhancement Percentage”: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate Certificate
Principal Balance of the Class C Certificates, and the denominator of which
is
the aggregate Stated Principal Balance of the Mortgage Loans, calculated
prior
to taking into account payments of principal on the Mortgage Loans and
distribution of the Group I Principal Distribution Amount and the Group II
Principal Distribution Amount to the Holders of the Certificates then entitled
to distributions of principal on such Distribution Date.
“Servicer”:
Option One Mortgage Corporation, a California corporation, or any successor
servicer appointed as herein provided, in its capacity as Servicer
hereunder.
“Servicer
Affiliate”: A Person (i) controlling, controlled by or under common control with
the Servicer or which is 50% or more owned by the Servicer and (ii) which
is
qualified to service residential mortgage loans.
“Servicer
Event of Termination”: One or more of the events described in Section
7.01(a).
“Servicer
Optional Purchase Delinquency Trigger”: A Servicer Optional Purchase Delinquency
Trigger has occurred with respect to a Distribution Date if the Delinquency
Percentage exceeds 24.00%.
“Servicer
Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
respect of any Prepayment Charges pursuant to Section 2.05 or Section
3.01.
“Servicer
Remittance Date”: With respect to any Distribution Date, the Business Day prior
to such Distribution Date.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and
expenses other than Advances (including reasonable attorneys’ fees and expenses)
incurred by the Servicer in the performance of its servicing obligations,
including, but not limited to, the cost of (i) the preservation, restoration,
inspection and protection of the Mortgaged Property, (ii) any enforcement
or
judicial proceedings, including foreclosures, (iii) the management and
liquidation of the REO Property and (iv) compliance with the obligations
under
Sections 3.01, 3.09, 3.16, and 3.23.
“Servicing
Criteria”: As set forth in Exhibit S hereto.
“Servicing
Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
equal to one month’s interest (or in the event of any payment of interest which
accompanies a Principal Prepayment in full or in part made by the Mortgagor
during such calendar month, interest for the number of days covered by such
payment of interest) at the Servicing Fee Rate on the same principal amount
on
which interest on such Mortgage Loan accrues for such calendar month. A portion
of such Servicing Fee may be retained by any Sub-Servicer as its servicing
compensation.
“Servicing
Fee Rate”: 0.30% per annum for the first 10 Due Periods, 0.40% per annum for the
11th
through
30th
Due
Periods and 0.65% per annum for all Due Periods thereafter.
“Servicing
Function Participant”: Any party “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB.
“Servicing
Officer”: Any employee or officer of the Servicer involved in, or responsible
for, the administration and servicing of Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Servicer
to
the Master Servicer, the Trust Administrator, the Trustee, the Certificate
Insurer and the Depositor on the Closing Date, as such list may from time
to
time be amended. With respect to the Master Servicer, any officer of the
Master
Servicer involved in or responsible for, the administration and master servicing
of the Mortgage Loans whose name appears on a list of master servicing officers
furnished by the Master Servicer to the Trustee, the Certificate Insurer,
the
Trust Administrator and the Depositor upon request, as such list may from
time
to time be amended.
“Servicing
Rights Pledgee”: One or more lenders, selected by the Servicer, to which the
Servicer may pledge and assign all of its right, title and interest in, to
and
under this Agreement, including Xxxxx Fargo Bank, N.A. as the representative
of
certain lenders.
“Servicing
Transfer Costs”: All reasonable out-of-pocket costs and expenses incurred by the
Trustee or the Master Servicer in connection with the transfer of servicing
from
a predecessor servicer, including, without limitation, any reasonable costs
or
expenses associated with the complete transfer of all servicing data and
the
completion, correction or manipulation of such servicing data as may be required
by the Trustee or the Master Servicer to correct any errors or insufficiencies
in the servicing data or otherwise to enable the Trustee or the Master Servicer
to service the Mortgage Loans properly and effectively.
“Significance
Percentage”: The percentage equivalent of a fraction, the numerator of which is
(I) the present value (such calculation of present value using the two-year
swaps rate made available at Bloomberg Financial Markets, L.P.) of the aggregate
amount payable under the Interest Rate Swap Agreement (assuming that one-month
LIBOR for each remaining Calculation Period (as defined in the Interest Rate
Swap Agreement) beginning with the Calculation Period immediately following
the
related Distribution Date is equal to the sum of (a) the one-month LIBOR
rate
for each remaining Calculation Period made available at Bloomberg Financial
Markets, L.P. by taking the following steps: (1) typing in the following
keystrokes: fwcv <go>, us <go>, 3 <go>; (2) the Forwards shall
be set to “1-Mo”; (3) the Intervals shall be set to “1-Mo”; and (4) the Points
shall be set to equal the remaining term of the Interest Rate Swap Agreement
in
months and the Trust Administrator shall click <go> (provided that the
Depositor shall notify the Trust Administrator in writing of any changes
to such
keystrokes), (b) the percentage equivalent of a fraction, the numerator of
which
is 5.00% and the denominator of which is the initial number of Distribution
Dates on which the Trust Administrator is entitled to receive payments under
the
Interest Rate Swap Agreement (the “Add-On Amount”) and (c) the Add-On Amount for
each previous period) and the denominator of which is (II) the aggregate
Certificate Principal Balance of the Class A Certificates on such Distribution
Date (after giving effect to all distributions on such Distribution
Date).
“Special
Servicer Trigger Event”: As defined in Section 3.13.
“Startup
Day”: As defined in Section 9.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the outstanding principal balance of such Mortgage
Loan as
of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum
of
(i) the principal portion of each Monthly Payment due on a Due Date subsequent
to the Cut-off Date), to the extent received from the Mortgagor or advanced
by
the Servicer and distributed pursuant to Section 4.01 on or before such date
of
determination, (ii) all Principal Prepayments received after the Cut-off
Date,
to the extent distributed pursuant to Section 4.01 on or before such date
of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the
extent distributed pursuant to Section 4.01 on or before such date of
determination, and (iv) any Realized Loss incurred with respect thereto as
a
result of a Deficient Valuation made during or prior to the Due Period for
the
most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed,
zero.
With respect to any REO Property: (a) as of any date of determination up
to but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed,
an
amount (not less than zero) equal to the Stated Principal Balance of the
related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of the Trust Fund, minus the aggregate amount of REO Principal Amortization
in
respect of such REO Property for all previously ended calendar months, to
the
extent distributed pursuant to Section 4.01 on or before such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed,
zero.
“Stepdown
Date”: The later to occur of (i) the Distribution Date occurring in May
2010
and
(ii)
the first Distribution Date on which the Senior Credit Enhancement Percentage
(calculated for this purpose only after taking into account distributions
of
principal on the Mortgage Loans and distribution of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount to the
Certificates then entitled to distributions of principal on such Distribution
Date) is equal to or greater than 28.00%.
“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the
overall servicing 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 Sub-Servicer of any Servicer),
the Master Servicer, the Trustee, the Custodian or the Trust
Administrator.
“Subsequent
Recoveries”: As of any Distribution Date, unexpected amounts received by the
Servicer or the Master Servicer (net of any related expenses permitted to
be
reimbursed pursuant to Section 3.10) specifically related to a Mortgage Loan
that was the subject of a liquidation or an REO Disposition prior to the
related
Prepayment Period that resulted in a Realized Loss.
“Sub-Servicer”:
Any Person with which the Servicer has entered into a Sub-Servicing Agreement
and which meets the qualifications of a Sub-Servicer pursuant to Section
3.02.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the applicable
Servicer.
“Sub-Servicing
Agreement”: The written contract between the Servicer and a Sub-Servicer
relating to servicing and administration of certain Mortgage Loans as provided
in Section 3.02.
“Substitution
Adjustment”: As defined in Section 2.03(d) hereof.
“Supplemental
Interest Trust”: As defined in Section 4.08(a).
“Supplemental
Interest Trust Trustee”: Xxxxx Fargo Bank, N.A., a national banking association,
not in its individual capacity but solely in its capacity as supplemental
interest trust trustee, or any successor trustee appointed as herein
provided.
“Swap
Account”: The
account or accounts created and maintained pursuant to Section 4.08.
The Swap
Account must be an Eligible Account.
“Swap
Administration Agreement”: As defined in Section 4.08(b).
“Swap
Administrator”: Xxxxx Fargo Bank, N.A., a national banking association, or its
successor in interest, or any successor swap administrator appointed pursuant
to
the Swap Administration Agreement.
“Swap
Collateral Account”: As defined in Section 4.10.
“Swap
Credit Support Annex”: The credit support annex, dated the Closing Date, between
the Supplemental Interest Trust Trustee on behalf of the Supplement Interest
Trust and the Interest Rate Swap Provider, which is annexed to and forms
part of
the Interest Rate Swap Agreement.
“Swap
Custodian”: As defined in Section 4.10.
“Swap
Expense Rate”: For any Distribution Date, a fraction, expressed as a percentage,
the numerator of which is the product of twelve multiplied by the amount
of any
Net Swap Payment and Swap Termination Payment (other than a Swap Termination
Payment resulting from a Swap Provider Trigger Event) made to the Swap Provider,
and the denominator of which is the Certificate Principal Balance of the
Class A
Certificates immediately prior to such Distribution Date.
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Rate due to
a
discrepancy between the Uncertificated Notional Amount of the Class Swap-IO
Interest and the scheduled notional amount pursuant to the Interest Rate
Swap
Agreement.
“Swap
LIBOR”: A per annum rate equal to the floating rate payable by the Swap Provider
under the Interest Rate Swap Agreement.
“Swap
Provider”: The swap provider under the Interest Rate Swap Agreement. Initially,
the swap provider shall be Bear Xxxxxxx Financial Products Inc.
“Swap
Provider Trigger Event”: Any of (i) an Event of Default under the Interest Rate
Swap Agreement with respect to which the Swap Provider is a Defaulting Party
(as
defined in the Interest Rate Swap Agreement), (ii) a Termination Event under
the
Interest Rate Swap Agreement with respect to which the Swap Provider is the
sole
Affected Party (as defined in the Interest Rate Swap Agreement) or (iii)
an
Additional Termination Event under the Interest Rate Swap Agreement with
respect
to which the Swap Provider is the sole Affected Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“Tax
Matters Person”: The tax matters person appointed pursuant to Section 9.01(e)
hereof.
“Tax
Prepayment Assumption”: The prepayment assumption provided by the Depositor and
as disclosed in the Prospectus Supplement.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the
REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
by
the Trust Administrator on behalf of each REMIC, together with any and all
other
information reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal,
state
or local tax laws.
“Termination
Price”: As defined in Section 10.01(a) hereof.
“Terminator”:
As defined in Section 10.01 hereof.
“Three
Month Rolling Delinquency Percentage”: With respect to the Mortgage Loans and
any Distribution Date, the average for the three most recent calendar months
of
the fraction, expressed as a percentage, the numerator of which is (x) the
sum
(without duplication) of the aggregate of the Stated Principal Balances of
all
Mortgage Loans that are (i) 60 or more days Delinquent, (ii) in bankruptcy
and
60 or more days Delinquent, (iii) in foreclosure and 60 or more days Delinquent
or (iv) REO Properties, and the denominator of which is (y) the sum of the
Stated Principal Balances of the Mortgage Loans, in the case of both (x)
and
(y), as of the Close of Business on the last Business Day of each of the
three
most recent calendar months.
“Trigger
Event”: A Trigger Event is in effect with respect to any Distribution Date on or
after the Stepdown Date if:
(a) the
Delinquency Percentage exceeds 25.00%;
or
(b) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (after reduction for all Subsequent
Recoveries received from the Cut-off Date through the Prepayment Period)
divided
by the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date
exceeds the applicable percentages set forth below with respect to such
Distribution Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
|
May
2010 - April 2011
|
3.95%
for the first month, plus 1/12 of 4.85% thereafter
|
|
|
May
2011 - April 2012
|
8.80%
for the first month, plus 1/12 of 2.70% thereafter
|
|
|
May
2012 - April 2013
|
11.50%
for the first month, plus 1/12 of 1.50% thereafter
|
|
|
May
2013 and thereafter
|
13.00%
|
“Trust”:
Option One Mortgage Loan Trust 2007-HL1, the trust created
hereunder.
“Trust
Administrator”: Xxxxx Fargo Bank, N.A. or any successor in interest, or any
successor trust administrator appointed as herein provided.
“Trust
Fund”: All of the assets of the Trust, which the trust created hereunder
consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, the Net
WAC
Rate Carryover Reserve Account, the Servicer Prepayment Charge Payment Amounts,
distributions made to the Trust Administrator by the Swap Administrator under
the Swap Administration Agreement, the Swap Account, the Supplemental Interest
Trust and the Interest Rate Swap Agreement.
“Trust
REMIC”: Each of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5 and REMIC
6.
“Trustee”:
HSBC
Bank
USA, National Association, a national banking association, or any successor
trustee appointed as herein provided.
“Uncertificated
Accrued Interest”: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month’s interest at the related
Uncertificated Pass-Through Rate on the Uncertificated Principal Balance
of such
REMIC Regular Interest. In each case, Uncertificated Accrued Interest will
be
reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls (allocated to such REMIC Regular Interests based on their respective
entitlements to interest irrespective of any Net Prepayment Interest Shortfalls
and Relief Act Interest Shortfalls for such Distribution Date).
“Uncertificated
Notional Amount”: With respect to REMIC 2 Regular Interest LTIO and each
Distribution Date listed below, the aggregate Uncertificated Principal Balance
of the REMIC 1 Regular Interests ending with the designation “A” listed below:
|
Distribution
Date
|
REMIC
1 Regular Interests
|
|
|
1
and 2
|
I-1-A
through I-56-A
|
|
|
3
|
I-2-A
through X-00-X
|
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
|
0
|
X-0-X
through X-00-X
|
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
|
0
|
X-0-X
through I-56-A
|
|
|
8
|
I-7-A
through X-00-X
|
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
|
00
|
X-0-X
through I-56-A
|
|
|
11
|
I-10-A
through I-56-A
|
|
|
12
|
I-11-A
through I-56-A
|
|
|
13
|
I-12-A
through I-56-A
|
|
|
14
|
I-13-A
through I-56-A
|
|
|
15
|
I-14-A
through I-56-A
|
|
|
16
|
I-15-A
through I-56-A
|
|
|
17
|
I-16-A
through I-56-A
|
|
|
18
|
I-17-A
through I-56-A
|
|
|
19
|
I-18-A
through I-56-A
|
|
|
20
|
I-19-A
through I-56-A
|
|
|
21
|
I-20-A
through I-56-A
|
|
|
22
|
I-21-A
through I-56-A
|
|
|
23
|
I-22-A
through I-56-A
|
|
|
24
|
I-23-A
through I-56-A
|
|
|
25
|
I-24-A
through I-56-A
|
|
|
26
|
I-25-A
through I-56-A
|
|
|
27
|
I-26-A
through I-56-A
|
|
|
28
|
I-27-A
through I-56-A
|
|
|
29
|
I-28-A
through I-56-A
|
|
|
30
|
I-29-A
through I-56-A
|
|
|
31
|
I-30-A
through I-56-A
|
|
|
32
|
I-31-A
through I-56-A
|
|
|
33
|
I-32-A
through I-56-A
|
|
|
34
|
I-33-A
through I-56-A
|
|
|
35
|
I-34-A
through I-56-A
|
|
|
36
|
I-35-A
through I-56-A
|
|
|
37
through 46
|
I-36-A
through I-56-A
|
|
|
47
|
I-37-A
through I-56-A
|
|
|
48
|
I-39-A
through I-56-A
|
|
|
49
|
I-39-A
through I-56-A
|
|
|
50
|
I-40-A
through I-56-A
|
|
|
51
|
I-41-A
through I-56-A
|
|
|
52
|
I-42-A
through I-56-A
|
|
|
53
|
I-43-A
through I-56-A
|
|
|
54
|
I-44-A
through I-56-A
|
|
|
55
|
I-45-A
through I-56-A
|
|
|
56
|
I-46-A
through I-56-A
|
|
|
57
|
I-47-A
through I-56-A
|
|
|
58
|
I-48-A
through I-56-A
|
|
|
59
|
I-49-A
through I-56-A
|
|
|
60
|
I-50-A
through I-56-A
|
|
|
61
|
I-51-A
through I-56-A
|
|
|
62
|
I-52-A
through I-56-A
|
|
|
63
|
I-53-A
through I-56-A
|
|
|
64
|
I-54-A
through I-56-A
|
|
|
65
|
I-55-A
and I-56-A
|
|
|
66
|
I-56-A
|
|
|
thereafter
|
$0.00
|
With
respect to the Class SWAP-IO Interest and any Distribution Date, an amount
equal
to the Uncertificated Notional Amount of the REMIC 2 Regular Interest
LTIO.
“Uncertificated
Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate or
Uncertificated REMIC 2 Pass-Through Rate.
“Uncertificated
Principal Balance”: With respect to each REMIC Regular Interest (other than
REMIC 2 Regular Interest LTIO), the amount of such REMIC Regular Interest
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Principal Balance of each REMIC Regular Interest (other than
REMIC 2 Regular Interest LTIO) shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance.
On
each Distribution Date, the Uncertificated Principal Balance of each REMIC
Regular Interest shall be reduced by all distributions of principal made
on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.08
and,
if and to the extent necessary and appropriate, shall be further reduced
on such
Distribution Date by Realized Losses as provided in Section 4.08, and the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTZZ shall
be
increased by interest deferrals as provided in Section 4.08. The Uncertificated
Principal Balance of each REMIC Regular Interest shall never be less than
zero.
With respect to the Class C Interest, as of any date of determination, an
amount
equal to the excess, if any, of (A) the then aggregate Uncertificated Principal
Balance of the REMIC 2 Regular Interest over (B) the then aggregate Certificate
Principal Balance of the Class A Certificates and the Class P Interest then
outstanding.
“Uncertificated
REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest I, a per
annum rate equal to the weighted average Net Mortgage Rate. With respect
to each
REMIC 1 Regular Interest ending with the designation “A”, a per annum rate equal
to the weighted average Net Mortgage Rate multiplied by 2, subject to a maximum
rate of 10.30%. With respect to each REMIC 1 Regular Interest ending with
the
designation “B”, the greater of (x) a per annum rate equal to the excess, if
any, of (i) 2 multiplied by the weighted average Net Mortgage Rate over (ii)
10.30% and (y) 0.00%.
“Uncertificated
REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest LTAA, REMIC
2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
LTIIA4, and REMIC 2 Regular Interest LTZZ
and
REMIC 2 Regular Interest LTP,
a
per
annum rate (but not less than zero) equal to the weighted average of (w)
with
respect to REMIC 1 Regular Interest I and REMIC 1 Regular Interest LTP,
the
Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1 Regular Interest
for
each such Distribution Date, (x) with respect to REMIC 1 Regular Interests
ending with the designation “B”, the weighted average of the Uncertificated
REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests, weighted on
the
basis of the Uncertificated Principal Balance of such REMIC 1 Regular Interests
for each such Distribution Date and (y) with respect to REMIC 1 Regular
Interests ending with the designation “A”, for each Distribution Date listed
below, the weighted average of the rates listed below for each such REMIC
1
Regular Interest listed below, weighted on the basis of the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest for each such
Distribution Date:
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
||
|
1
|
I-1-A
through I-56-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
2n
|
I-1-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
3
|
I-2-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
4
|
I-3-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
and I-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
5
|
I-4-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
6
|
I-5-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
7
|
I-6-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
8
|
I-7-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
9
|
I-8-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
10
|
I-9-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
11
|
I-10-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
12
|
I-11-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
13
|
I-12-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
14
|
I-13-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
15
|
I-14-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
16
|
I-15-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
17
|
I-16-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
18
|
I-17-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
19
|
I-18-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
20
|
I-19-A
and I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
21
|
I-20-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
22
|
I-21-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
23
|
I-22-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
24
|
I-23-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-22-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
25
|
I-24-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-23-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
26
|
I-25-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-24-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
27
|
I-26-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-25-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
28
|
I-27-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-26-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
29
|
I-28-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-27-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
30
|
I-29-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-28-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
31
|
I-30-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-29-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
32
|
I-31-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-30-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
33
|
I-32-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-31-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
34
|
I-33-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-32-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
35
|
I-34-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-33-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
36
|
I-35-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-34-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
37th
through 46th
|
I-36-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-35-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
47
|
I-37-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-36-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
48
|
I-38-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-37-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
49
|
I-39-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-38-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
50
|
I-40-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-39-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
51
|
I-41-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
Uncertificated
REMIC 1 Pass-Through Rate
|
||||
|
52
|
I-42-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-41-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
53
|
I-43-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
and I-42-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
54
|
I-44-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-43-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
55
|
I-45-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-44-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
56
|
I-46-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-45-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
57
|
I-47-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-46-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
58
|
I-48-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-47-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
59
|
I-49-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-48-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
60
|
I-50-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-49-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
61
|
I-51-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-50-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
62
|
I-52-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-51-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
63
|
I-53-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-52-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
64
|
I-54-A
through I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-53-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
65
|
I-55-A
and I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-54-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
66
|
I-56-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-55-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
thereafter
|
I-1-A
through I-56-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
“Underwriters”:
Each of Banc of America Securities LLC, Greenwich Capital Markets, Inc.,
Deutsche Bank Securities Inc., X.X. Xxxxxx Securities Inc., Xxxxxx Brothers
Inc.
and H&R Block Financial Advisors, Inc.
“Uninsured
Cause”: Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the hazard insurance
policies required to be maintained pursuant to Section 3.14.
“United
States Person” or “U.S. Person”: A citizen or resident of the United States, a
corporation, partnership (or other entity treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided
in
Treasury regulations) provided that, for purposes solely of the restrictions
on
the transfer of Residual 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 required by the applicable
operative agreement to be United States Persons, or an estate the income
of
which from sources without the United States is includible 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, 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 United States persons have authority
to control all substantial decisions of the trust. The term “United States”
shall have the meaning set forth in Section 7701 of the Code or successor
provisions.
“Unpaid
Interest Shortfall Amount”: With respect to the Class A Certificates and (i) the
first Distribution Date, zero, and (ii) any Distribution Date after the first
Distribution Date, the amount, if any, by which (a) the sum of (1) the Monthly
Interest Distributable Amount for such Class for the immediately preceding
Distribution Date and (2) the outstanding Unpaid Interest Shortfall Amount,
if
any, for such Class for such preceding Distribution Date exceeds (b) the
aggregate amount distributed on such Class in respect of interest pursuant
to
clause (a) of this definition on such preceding Distribution Date, plus interest
on the amount of interest due but not paid on the Certificates of such Class
on
such preceding Distribution Date, to the extent permitted by law, at the
Pass-Through Rate for such Class for the related Accrual Period.
“Value”:
With respect to any Mortgage Loan, and the related Mortgaged Property, the
lesser of:
|
(i)
|
with
respect to a Mortgage Loan the proceeds of which were used to purchase
the
related mortgaged property, the lesser of (x) the appraised value
of such
mortgaged property based on an appraisal made for the originator
by an
independent fee appraiser at the time of the origination of the
related
Mortgage Loan; provided however, that in accordance with Option
One
Underwriting Guidelines, such value may be reduced to reflect the
results
of a review appraisal and (y) the sales price of such mortgaged
property
at such time of origination; and
|
|
(ii)
|
with
respect to a Mortgage Loan the proceeds of which were used to refinance
an
existing Mortgage Loan, the appraised value of such mortgaged property
based on an appraisal made for the originator by an independent
fee
appraiser at the time of the origination of the related Mortgage
Loan;
provided however, that in accordance with Option One Underwriting
Guidelines, such value may be reduced to reflect the results of
a review
appraisal.
|
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. At all times the Class A Certificates and the
Class C Certificates shall have 98% of the Voting Rights (allocated among
the
Holders of the Class A Certificates and the Class C Certificates in proportion
to the then outstanding Certificate Principal Balances of their respective
Certificates), the Class P Certificates shall have 1% of the Voting Rights
and
the Residual Certificates shall have 1% of the Voting Rights. The Voting
Rights
allocated to any Class of Certificates (other than the Class P Certificates
and
the Residual Certificates) shall be allocated among all Holders of each such
Class in proportion to the outstanding Certificate Principal Balance or Notional
Amount of such Certificates and the Voting Rights allocated to the Class
P
Certificates and the Residual Certificates shall be allocated among all Holders
of each such Class in proportion to such Holders’ respective Percentage
Interest; provided,
however,
that
when none of the Regular Certificates are outstanding, 100% of the Voting
Rights
shall be allocated among Holders of the Residual Certificates in accordance
with
such Holders’ respective Percentage Interests in the Certificates of such Class.
Notwithstanding the foregoing, the Voting Rights of the Class A Certificates
shall be held by the Certificate Insurer (so long as no Certificate Insurer
Default exists).
| SECTION 1.02. |
Accounting.
|
Unless
otherwise specified herein, for the purpose of any definition or calculation,
whenever amounts are required to be netted, subtracted or added or any
distributions are taken into account such definition or calculation and any
related definitions or calculations shall be determined without duplication
of
such functions.
| SECTION 1.03. |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the amount of the Monthly Interest Distributable
Amount
for each of the Class A Certificates and the Class C Certificates for any
Distribution Date, (1) the aggregate amount of any Net Prepayment Interest
Shortfalls and any Relief Act Interest Shortfalls incurred in respect of
the
Mortgage Loans for any Distribution Date shall be allocated first, among
the
Class C Certificates on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount of each such Certificate and,
thereafter, among the Class A Certificates on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rate on the respective Certificate Principal Balance
of
each such Certificate and (2) the aggregate amount of any Realized Losses
and
Net WAC Rate Carryover Amounts incurred for any Distribution Date shall be
allocated among the Class C Certificates on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount of each such Certificate after the
allocation thereto in clause (1).
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC 1 Regular Interests for any Distribution Date the aggregate amount
of any
Net Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first,
to
REMIC 1 Regular Interest I and to the REMIC 1 Regular Interests ending with
the
designation “B”, pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 1 Regular Interest, and then, to REMIC
1
Regular Interests ending with the designation “A”, pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 1 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC 2 Regular Interests for any Distribution Date:
The
REMIC
2 Marker Allocation Percentage of the aggregate amount of any Net Interest
Shortfalls incurred in respect of the Mortgage Loans for any Distribution
Date
shall be allocated among
REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1, REMIC 2 Regular
Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest
LTIIA3, REMIC 2 Regular Interest LTIIA4 and REMIC 2 Regular Interest LTZZ,
pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 1 Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC 1 Regular Interest.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
| SECTION 2.01. |
Conveyance
of Mortgage Loans.
|
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 for the benefit of the Certificateholders all the right, title and
interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in and to (i) each Mortgage Loan identified on
the
Mortgage Loan Schedule, including the related Cut-off Date Principal Balance,
all interest accruing thereon on and after the Cut-off Date and all collections
in respect of interest and principal due after the Cut-off Date; (ii) property
which secured each such Mortgage Loan and which has been acquired by foreclosure
or deed in lieu of foreclosure; (iii) its interest in any insurance policies
(including the Pool Policy) in respect of the Mortgage Loans; (iv) the rights
of
the Depositor under the Mortgage Loan Purchase Agreement, (v) all other assets
included or to be included in the Trust Fund, (vi) payments made to the Trust
Administrator by the Swap Administrator under the Swap Administration Agreement
and the Swap Account and (vii) all proceeds of any of the foregoing. Such
assignment includes all interest and principal due and collected by the
Depositor or the Servicer after the Cut-off Date with respect to the Mortgage
Loans.
In
connection with such transfer and assignment, the Depositor, does hereby
deliver
to, and deposit with the Custodian (on behalf of the Trustee), the following
documents or instruments with respect to each Mortgage Loan so transferred
and
assigned and the Originator, on behalf of the Depositor:
(i) the
original Mortgage Note, endorsed either (A) in blank, in which case the Trustee
shall cause the endorsement to be completed or (B) in the following form:
“Pay
to the order of HSBC Bank USA, National Association. as Trustee, without
recourse”, or with respect to any lost Mortgage Note, an original Lost Note
Affidavit stating that the original mortgage note was lost, misplaced or
destroyed, together with a copy of the related mortgage note; provided,
however,
that
such substitutions of Lost Note Affidavits for original Mortgage Notes may
occur
only with respect to Mortgage Loans, the aggregate Cut-off Date Principal
Balance, as applicable, of which is less than or equal to 1.00% of the Pool
Balance as of the Cut-off Date;
(ii) the
original Mortgage with evidence of recording thereon, and the original recorded
power of attorney, if the Mortgage was executed pursuant to a power of attorney,
with evidence of recording thereon;
(iii) an
original Assignment. The Mortgage shall be assigned either (A) in blank or
(B)
to “HSBC Bank USA, National Association., as Trustee, without
recourse”;
(iv) an
original of any intervening assignment of Mortgage showing a complete chain
of
assignments;
(v) the
original or a certified copy of lender’s title insurance policy;
and
(vi) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any.
The
Trust
Administrator agrees to execute and deliver (or cause the Custodian to execute
and deliver) to the Depositor and the Certificate Insurer on or prior to
the
Closing Date an acknowledgment of receipt of the original Mortgage Note (with
any exceptions noted), substantially in the form attached as Exhibit F-3
hereto.
If
any of
the documents referred to in Section 2.01(ii), (iii) or (iv) above has as
of the
Closing Date been submitted for recording but either (x) has not been returned
from the applicable public recording office or (y) has been lost or such
public
recording office has retained the original of such document, the obligations
of
the Depositor to deliver such documents shall be deemed to be satisfied upon
(1)
delivery to the Custodian no later than the Closing Date, of a copy of each
such
document certified by the Servicer, in its capacity as Originator, in the
case
of (x) above or the applicable public recording office in the case of (y)
above
to be a true and complete copy of the original that was submitted for recording
and (2) if such copy is certified by the Servicer, in its capacity as
Originator, delivery to the Custodian, promptly upon receipt thereof of either
the original or a copy of such document certified by the applicable public
recording office to be a true and complete copy of the original. If the original
lender’s title insurance policy, or a certified copy thereof, was not delivered
pursuant to Section 2.01(v) above, the Servicer, in its capacity as Originator,
shall deliver or cause to be delivered to the Custodian, the original or
a copy
of a written commitment or interim binder or preliminary report of title
issued
by the title insurance or escrow company or an original attorney’s opinion of
title, with the original or a certified copy thereof to be delivered to the
Custodian, promptly upon receipt thereof. The Servicer or the Depositor shall
deliver or cause to be delivered to the Custodian promptly upon receipt thereof
any other documents constituting a part of a Mortgage File received with
respect
to any Mortgage Loan, including, but not limited to, any original documents
evidencing an assumption or modification of any Mortgage Loan.
Upon
discovery or receipt of notice of any materially defective document in, or
that
a document is missing from, a Mortgage File, the Servicer, in its capacity
as
Originator, shall have 120 days to cure such defect or deliver such missing
document to the Custodian. If the Originator does not cure such defect or
deliver such missing document within such time period, the Servicer, in its
capacity as Originator, shall either repurchase or substitute for such Mortgage
Loan in accordance with Section 2.03.
The
Depositor (at the expense of the Servicer, in its capacity as Originator)
shall
cause the Assignments which were delivered in blank to be completed and shall
cause all Assignments referred to in Section 2.01(iii) hereof and, to the
extent
necessary, in Section 2.01(iv) hereof to be recorded. The Depositor shall
be
required to deliver such Assignments for recording within 90 days of the
Closing
Date. Notwithstanding the foregoing, however, for administrative convenience
and
facilitation of servicing and to reduce closing costs, the Assignments of
Mortgage shall not be required to be submitted for recording (except with
respect to any Mortgage Loan located in Maryland) unless the Trust Administrator
and the Depositor receive notice that such failure to record would result
in a
withdrawal or a downgrading by any Rating Agency of the rating on any Class
of
Certificates; provided, however, each Assignment shall be submitted for
recording by the Depositor in the manner described above, at no expense to
the
Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction
by Holders of Certificates entitled to at least 25% of the Voting Rights
with
the consent of the Certificate Insurer, (ii) the occurrence of a Servicer
Event
of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Servicer, (iv) the occurrence of a servicing transfer as
described in Section 7.02 hereof, (v) if the Originator is not the Servicer
and
with respect to any one Assignment the occurrence of a bankruptcy, insolvency
or
foreclosure relating to the Mortgagor under the related Mortgage, (vi) any
Mortgage Loan that is 90 days or more Delinquent and such recordation would
be
necessary to facilitate conversion of the Mortgaged Property in accordance
with
Section 3.16 and (vii) reasonable direction by the Certificate Insurer. Upon
(a)
receipt of written notice from the Custodian that recording of the Assignments
is required pursuant to one or more of the conditions (excluding (v) and
(vi)
above) set forth in the preceding sentence or (b) upon the occurrence of
condition (v) or (vi) in the preceding sentence, the Depositor shall be required
to deliver such Assignments for recording as provided above, promptly and
in any
event within 30 days following receipt of such notice. Notwithstanding the
foregoing, if the Originator fails to pay the cost of recording the Assignments,
such expense will be paid by the Custodian and the Custodian shall be reimbursed
for such expenses by the Trust. To the extent not previously delivered to
the
Trustee by the Depositor, the Depositor shall furnish the Custodian, or its
designated agent, with a copy of each Assignment submitted for recording.
In the
event that any such Assignment is lost or returned unrecorded because of
a
defect therein, the Depositor shall promptly have a substitute Assignment
prepared or have such defect cured, as the case may be, and thereafter cause
each such Assignment to be duly recorded.
The
Depositor herewith delivers to the Custodian and Trust Administrator an executed
copy of the Mortgage Loan Purchase Agreement and delivers to the Trust
Administrator the Pool Policy.
In
addition, on or prior to the Closing Date, the Depositor shall cause the
Certificate Insurer to deliver the Policy to the Custodian.
The
Servicer shall forward to the Custodian original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with this Agreement within two weeks of their
execution; provided, however, that the Servicer shall provide the Custodian
with
a certified true copy of any such document submitted for recordation within
two
weeks of its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within 365
days
of its submission for recordation. In the event that the Servicer cannot
provide
a copy of such document certified by the public recording office within such
365
day period, an Officers’ Certificate of the Servicer which shall (A) identify
the recorded document, (B) state that the recorded document has not been
delivered to the Custodian due solely to a delay caused by the public recording
office, (C) state the amount of time generally required by the applicable
recording office to record and return a document submitted for recordation,
if
known and (D) specify the date the applicable recorded document is expected
to
be delivered to the Custodian, and, upon receipt of a copy of such document
certified by the public recording office, the Servicer shall immediately
deliver
such document to the Custodian. In the event the appropriate public recording
office will not certify as to the accuracy of such document, the Servicer
shall
deliver a copy of such document certified by an officer of the Servicer to
be a
true and complete copy of the original to the Custodian.
The
parties hereto understand and agree that it is not intended that any mortgage
loan be included in the Trust that is a high-cost home loan as defined by
the
HOEPA or any other applicable predatory or abusive lending laws. Notwithstanding
anything to the contrary contained herein, the parties hereto acknowledge
that
the functions of the Trustee with respect to the custody, acceptance, inspection
and release of Mortgage Files, including but not limited to certain insurance
policies and documents contemplated by this Agreement, and preparation and
delivery of the certifications shall be performed by the Custodian pursuant
to
the terms and conditions of this Agreement.
| SECTION 2.02. |
Acceptance
by Trustee and the Trust
Administrator.
|
The
Trustee acknowledges the receipt of the Pool Policy and, subject to the
provisions of Section 2.01 and subject to the review described below and
any
exceptions noted on the exception report described in the next paragraph
below,
the Trustee acknowledges receipt of the documents referred to in Section
2.01
above and all other assets included in the definition of “Trust Fund” and
declares that it holds and will hold such documents and the other documents
delivered to it constituting a Mortgage File, and that it holds or will hold
all
such assets and such other assets included in the definition of “Trust Fund” in
trust for the exclusive use and benefit of all present and future
Certificateholders and the Certificate Insurer.
The
Trust
Administrator acknowledges receipt of the Policy.
The
Trust
Administrator (or the Custodian on behalf of the Trust Administrator) agrees,
for the benefit of the Certificateholders and the Certificate Insurer, to
review, or that it has reviewed pursuant to Section 2.01 (or to cause the
Custodian to review or that it has caused the Custodian to have reviewed)
each
Mortgage File on or prior to the Closing Date, with respect to each Mortgage
Loan (or, with respect to any document delivered after the Startup Day, within
45 days of receipt and with respect to any Qualified Substitute Mortgage
Loan,
within 45 days after the assignment thereof). The Custodian further agrees,
for
the benefit of the Certificateholders and the Certificate Insurer, to certify
to
the Depositor and the Servicer in substantially the form attached hereto
as
Exhibit F-1, within 45 days after the Closing Date, with respect to each
Mortgage Loan (or, with respect to any document delivered after the Startup
Day,
within 45 days of receipt and with respect to any Qualified Substitute Mortgage,
within 45 days after the assignment thereof) that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full
or any Mortgage Loan specifically identified in the exception report annexed
thereto as not being covered by such certification), (i) all documents required
to be delivered to it pursuant Section 2.01 of this Agreement are in its
possession, (ii) such documents have been reviewed by it and have not been
mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based
on
its examination and only as to the foregoing, the information set forth in
the
Mortgage Loan Schedule that corresponds to items (1) and (2) of the Mortgage
Loan Schedule accurately reflects information set forth in the Mortgage File.
It
is herein acknowledged that, in conducting such review, the Trust Administrator
(or the Custodian, as applicable) is under no duty or obligation to inspect,
review or examine any such documents, instruments, certificates or other
papers
to determine that they 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.
Prior
to
the first anniversary date of this Agreement the Custodian shall deliver
(or
cause the Custodian to deliver) to the Depositor, the Trustee, the Servicer,
the
Master Servicer and the Certificate Insurer a final certification in the
form
annexed hereto as Exhibit F-2 evidencing the completeness of the Mortgage
Files,
with any applicable exceptions noted thereon.
If
in the
process of reviewing the Mortgage Files and making or preparing, as the case
may
be, the certifications referred to above, the Trust Administrator (or the
Custodian, as applicable) finds any document or documents constituting a
part of
a Mortgage File to be missing or defective in any material respect, at the
conclusion of its review the Trust Administrator (or the Custodian on behalf
of
the Trust Administrator) shall so notify the Originator, the Depositor, the
Trust Administrator, the Trustee, the Master Servicer, the Certificate Insurer
and the Servicer. In addition, upon the discovery by the Originator, the
Depositor, the Certificate Insurer, the Master Servicer, or the Servicer
(or
upon receipt by the Trust Administrator of written notification of such breach)
of a breach of any of the representations and warranties made by the Originator
in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which
materially adversely affects such Mortgage Loan or the interests of the related
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties to this Agreement and
the
Certificate Insurer.
The
Depositor, the Trust Administrator and the Trustee intend that the assignment
and transfer herein contemplated constitute a sale of the Mortgage Loans,
the
related Mortgage Notes and the related documents, conveying good title thereto
free and clear of any liens and encumbrances, from the Depositor to the Trustee
in trust for the benefit of the Certificateholders and the Certificate Insurer
and that such property not be part of the Depositor’s estate or property of the
Depositor in the event of any insolvency by the Depositor. In the event that
such conveyance is deemed to be, or to be made as security for, a loan, the
parties intend that the Depositor shall be deemed to have granted and does
hereby grant to the Trustee a first priority perfected security interest
in all
of the Depositor’s right, title and interest in and to the Mortgage Loans, the
related Mortgage Notes and the related documents, and that this Agreement
shall
constitute a security agreement under applicable law.
| SECTION 2.03. |
Repurchase
or Substitution of Mortgage Loans by the Originator or the
Obligor.
|
(a) Upon
discovery or receipt of written notice of any materially defective document
in,
or that a document is missing from, a Mortgage File or of the breach by the
Originator or the Obligor of any representation, warranty or covenant under
the
Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which
materially adversely affects the value of such Mortgage Loan or the interest
therein of the Certificateholders or the Certificate Insurer, the Trustee
shall
promptly notify the Originator, the Certificate Insurer, the Obligor, the
Master
Servicer, the Trust Administrator and the Servicer of such defect, missing
document or breach and request that the Originator or the Obligor, as applicable
and as set forth in the Mortgage Loan Purchase Agreement, deliver such missing
document or cure such defect or breach within 120 days from the date the
Originator or the Obligor, as applicable, was notified of such missing document,
defect or breach, and if the Originator or the Obligor, as applicable, does
not
deliver such missing document or cure such defect or breach in all material
respects during such period, the Trustee shall enforce the Originator’s or the
Obligor’s obligation under the Mortgage Loan Purchase Agreement and cause the
Originator or the Obligor, as applicable, to repurchase such Mortgage Loan
from
the Trust Fund at the Purchase Price on or prior to the Determination Date
following the expiration of such 120 day period (subject to Section 2.03(e)).
The Purchase Price for the repurchased Mortgage Loan shall be deposited in
the
Collection Account, and the Trustee, upon receipt of written certification
from
the Servicer of such deposit, shall cause the Custodian to release to the
Originator or the Obligor, as applicable, the related Mortgage File and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as the Originator or the Obligor, as applicable, shall
furnish
to it and as shall be necessary to vest in the Originator or the Obligor,
as
applicable, any Mortgage Loan released pursuant hereto and neither the Trustee
nor the Custodian shall have any further responsibility with regard to such
Mortgage File (it being understood that the Trustee shall have no responsibility
for determining the sufficiency of such assignment for its intended purpose).
In
lieu of repurchasing any such Mortgage Loan as provided above, the Originator
or
the Obligor, as applicable, may cause such Mortgage Loan to be removed from
the
Trust Fund (in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the manner
and
subject to the limitations set forth in Section 2.03(d). It is understood
and
agreed that the obligation of the Originator or the Obligor, as applicable,
to
cure or to repurchase (or to substitute for) any Mortgage Loan as to which
a
document is missing, a material defect in a constituent document exists or
as to
which such a breach has occurred and is continuing shall constitute the sole
remedy against the Originator or the Obligor, as applicable, respecting such
omission, defect or breach available to the Trustee on behalf of the
Certificateholders and the Certificate Insurer.
(b) Within
90
days of the earlier of discovery by the Depositor or receipt of notice by
the
Depositor of the breach of any representation, warranty or covenant of the
Depositor set forth in Section 2.06 which materially and adversely affects
the
interests of the Certificateholders or the Certificate Insurer in any Mortgage
Loan, the Depositor shall cure such breach in all material
respects.
(c) Within
90
days of the earlier of discovery by the Servicer or receipt of notice by
the
Servicer of the breach of any representation, warranty or covenant of the
Servicer set forth in Section 2.05 which materially and adversely affects
the
interests of the Certificateholders or the Certificate Insurer in any Mortgage
Loan, the Servicer shall cure such breach in all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage
Loans
made pursuant to Section 2.03(a) must be effected prior to the last Business
Day
that is within two years after the Closing Date. As to any Deleted Mortgage
Loan
for which the Originator or the Obligor, as applicable, substitutes a Qualified
Substitute Mortgage Loan or Loans, such substitution shall be effected by
the
Originator or the Obligor, as applicable, delivering to the Custodian, for
such
Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage
and
the Assignment to the Custodian, and such other documents and agreements,
with
all necessary endorsements thereon, as are required by Section 2.01, together
with an Officers’ Certificate providing that each such Qualified Substitute
Mortgage Loan satisfies the definition thereof and specifying the Substitution
Adjustment (as described below), if any, in connection with such substitution.
The Trustee (or the Custodian on behalf of the Trustee), shall acknowledge
receipt for such Qualified Substitute Mortgage Loan or Loans and, within
ten
Business Days thereafter, shall review such documents as specified in Section
2.02 and deliver to the Servicer and the Certificate Insurer, with respect
to
such Qualified Substitute Mortgage Loan or Loans, a certification substantially
in the form attached hereto as Exhibit F-1, with any applicable exceptions
noted
thereon. Within one year of the date of substitution, the Trustee (or the
Custodian on behalf of the Trustee) shall deliver to the Servicer, the Trustee
and the Certificate Insurer a certification substantially in the form of
Exhibit
F-2 hereto with respect to such Qualified Substitute Mortgage Loan or Loans,
with any applicable exceptions noted thereon. Monthly Payments due with respect
to Qualified Substitute Mortgage Loans in the month of substitution are not
part
of the Trust Fund and will be retained by the Originator or the Obligor,
as
applicable. For the month of substitution, distributions to Certificateholders
will reflect the collections and recoveries in respect of such Deleted Mortgage
Loan in the Due Period preceding the month of substitution and the Originator
or
the Obligor, as applicable, shall thereafter be entitled to retain all amounts
subsequently received in respect of such Deleted Mortgage Loan. The Originator
or the Obligor, as applicable, shall give or cause to be given written notice
to
the Certificateholders and the Certificate Insurer that such substitution
has
taken place, shall amend the Mortgage Loan Schedule to reflect the removal
of
such Deleted Mortgage Loan from the terms of this Agreement and the substitution
of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy
of
such amended Mortgage Loan Schedule to the Certificate Insurer, the Master
Servicer, the Trust Administrator, the Trustee and the Custodian. Upon such
substitution by the Originator or the Obligor, as applicable, such Qualified
Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool
and
shall be subject in all respects to the terms of this Agreement and the Mortgage
Loan Purchase Agreement, including all applicable representations and warranties
thereof included in the Mortgage Loan Purchase Agreement as of the date of
substitution.
For
any
month in which the Originator or the Obligor, as applicable, substitutes
one or
more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
Loans,
the Servicer will determine the amount (the “Substitution Adjustment”), if any,
by which the aggregate Purchase Price of all such Deleted Mortgage Loans
exceeds
the aggregate, as to each such Qualified Substitute Mortgage Loan, of the
principal balance thereof as of the date of substitution, together with one
month’s interest on such principal balance at the applicable Net Mortgage Rate.
On the date of such substitution, the Originator or the Obligor, as applicable,
will deliver or cause to be delivered to the Servicer for deposit in the
Collection Account an amount equal to the Substitution Adjustment, if any,
and
the Trustee (or the Custodian on behalf of the Trustee), upon receipt of
the
related Qualified Substitute Mortgage Loan or Loans and certification by
the
Servicer of such deposit, shall release to the Originator or the Obligor,
as
applicable, the related Mortgage File or Files and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse,
as
the Originator or the Obligor, as applicable, shall deliver to it and as
shall
be necessary to vest therein any Deleted Mortgage Loan released pursuant
hereto.
In
addition, the Originator or the Obligor, as applicable, shall obtain at its
own
expense and deliver to the Trustee, the Trust Administrator and the Certificate
Insurer an Opinion of Counsel to the effect that such substitution will not
cause (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on “prohibited transactions” under Section
860F(a)(l) of the Code or on “contributions after the startup date” under
Section 860G(d)(l) of the Code or (b) any REMIC to fail to qualify as a REMIC
at
any time that any Certificate is outstanding. If such Opinion of Counsel
cannot
be delivered, then such substitution may only be effected at such time as
the
required Opinion of Counsel can be given.
Upon
discovery by the Originator, the Master Servicer, the Servicer, the Certificate
Insurer or the Trust Administrator that any Mortgage Loan does not constitute
a
“qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the
party discovering such fact shall within two Business Days give written notice
thereof to the other parties. In connection therewith, the Originator, the
Obligor or the Depositor, as the case may be, shall repurchase or, subject
to
the limitations set forth in Section 2.03(d), substitute one or more Qualified
Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of
the
earlier of discovery or receipt of such notice with respect to such affected
Mortgage Loan. Such repurchase or substitution shall be made (i) by the
Originator or the Obligor, as applicable, if the affected Mortgage Loan’s status
as a non-qualified mortgage is or results from a breach of any representation,
warranty or covenant made by the Originator or the Obligor under the Mortgage
Loan Purchase Agreement or (ii) the Depositor, if the affected Mortgage Loan’s
status as a non-qualified mortgage is a breach of any representation or warranty
of the Depositor set forth in Section 2.06, or if its status as a non-qualified
mortgage is a breach of no representation or warranty. Any such repurchase
or
substitution shall be made in the same manner as set forth in Section 2.03(a),
if made by the Originator or the Obligor, or Section 2.03(b), if made by
the
Depositor. The Trustee shall reconvey to the Depositor or the Originator
or the
Obligor, as the case may be, the Mortgage Loan to be released pursuant hereto
in
the same manner, and on the same terms and conditions, as it would a Mortgage
Loan repurchased for breach of a representation or warranty.
| SECTION 2.04. |
Intentionally
Omitted.
|
| SECTION 2.05. |
Representations,
Warranties and Covenants of Servicer and the Master
Servicer.
|
(a) The
Servicer hereby represents, warrants and covenants to the Trust Administrator
and the Trustee, for the benefit of each of the Trustee, the Trust
Administrator, the Certificate Insurer and the Certificateholders and to
the
Depositor that as of the Closing Date or as of such date specifically provided
herein:
(i) The
Servicer is duly organized, validly existing, and in good standing under
the
laws of the jurisdiction of its formation and has all licenses necessary
to
carry on its business as now being conducted and is licensed, qualified and
in
good standing in the states where the Mortgaged Property is located if the
laws
of such state require licensing or qualification in order to conduct business
of
the type conducted by the Servicer or to ensure the enforceability or validity
of each Mortgage Loan; the Servicer has the power and authority to execute
and
deliver this Agreement and to perform in accordance herewith; the execution,
delivery and performance of this Agreement (including all instruments of
transfer to be delivered pursuant to this Agreement) by the Servicer and
the
consummation of the transactions contemplated hereby have been duly and validly
authorized; this Agreement evidences the valid, binding and enforceable
obligation of the Servicer, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement
of
creditors’ rights generally; and all requisite corporate action has been taken
by the Servicer to make this Agreement valid and binding upon the Servicer
in
accordance with its terms;
(ii) The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Servicer and will not result in the breach
of
any term or provision of the charter or by-laws of the Servicer or result
in the
breach of any term or provision of, or conflict with or constitute a default
under or result in the acceleration of any obligation under, any agreement,
indenture or loan or credit agreement or other instrument to which the Servicer
or its property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Servicer or its property
is
subject;
(iii) The
execution and delivery of this Agreement by the Servicer and the performance
and
compliance with its obligations and covenants hereunder do not require the
consent or approval of any governmental authority or, if such consent or
approval is required, it has been obtained;
(iv) This
Agreement, and all documents and instruments contemplated hereby which are
executed and delivered by the Servicer, constitute and will constitute valid,
legal and binding obligations of the Servicer, enforceable in accordance
with
their respective terms, except as the enforcement thereof may be limited
by
applicable bankruptcy laws and general principles of equity;
(v) [Reserved];
(vi) The
Servicer does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this
Agreement;
(vii) There
is
no action, suit, proceeding or investigation pending or, to its knowledge,
threatened against the Servicer that, either individually or in the aggregate,
(A) may result in any change in the business, operations, financial condition,
properties or assets of the Servicer that might prohibit or materially and
adversely affect the performance by the Servicer of its obligations under,
or
validity or enforceability of, this Agreement, or (B) may result in any material
impairment of the right or ability of the Servicer to carry on its business
substantially as now conducted, or (C) may result in any material liability
on
the part of the Servicer, or (D) would draw into question the validity or
enforceability of this Agreement or of any action taken or to be taken in
connection with the obligations of the Servicer contemplated herein, or (E)
would otherwise be likely to impair materially the ability of the Servicer
to
perform under the terms of this Agreement;
(viii) Neither
this Agreement nor any information, certificate of an officer, statement
furnished in writing or report delivered to the Trustee by the Servicer in
connection with the transactions contemplated hereby contains any untrue
statement of a material fact;
(ix) The
Servicer covenants that its computer and other systems used in servicing
the
Mortgage Loans operate in a manner such that the Servicer can service the
Mortgage Loans in accordance with the terms of this Agreement;
(x) The
information set forth in the Prepayment Charge Schedule (including the
Prepayment Charge Summary attached thereto) is complete, true and correct
in all
material respects on the date or dates when such information is furnished
and
each Prepayment Charge is permissible and enforceable in accordance with
its
terms (except to the extent that the enforceability thereof may be limited
by
bankruptcy, insolvency, moratorium, receivership and other similar laws
affecting creditor’s rights generally or the collectability thereof may be
limited due to acceleration in connection with a foreclosure) under applicable
federal, state and local law;
(xi) The
Servicer will not waive any Prepayment Charge unless it is waived in accordance
with the standard set forth in Section 3.01; and
(xii) The
Servicer has accurately and fully reported, and will continue to accurately
and
fully report, its borrower credit files to each of the credit repositories
in a
timely manner.
It
is
understood and agreed that the representations, warranties and covenants
set
forth in this Section 2.05 shall survive delivery of the Mortgage Files to
the
Trustee or to the Custodian on its behalf and shall inure to the benefit
of the
Trustee, the Trust Administrator, the Depositor, the Certificate Insurer
and the
Certificateholders. Upon discovery by any of the Depositor, The Trust
Administrator, the Certificate Insurer, the Servicer, the Originator or the
Trustee of a breach of any of the foregoing representations, warranties and
covenants which materially and adversely affects the value of any Mortgage
Loan,
Prepayment Charge or the interests therein of the Certificateholders or the
Certificate Insurer, the party discovering such breach shall give prompt
written
notice (but in no event later than two Business Days following such discovery)
to the Servicer, the Trust Administrator, the Originator, the Certificate
Insurer and the Trustee. Notwithstanding the foregoing, within 90 days of
the
earlier of discovery by the Servicer or receipt of notice by the Servicer
of the
breach of the representation or covenant of the Servicer (in its capacity
as
Originator) set forth in Sections 2.05(x) or 2.05(xi) above which materially
and
adversely affects the interests of the Holders of the Class P Certificates
in
any Prepayment Charge, the Servicer shall remedy such breach as follows:
(a) if
the representation made by the Servicer (in its capacity as Originator) in
Section 2.05(x) above is breached and a Principal Prepayment has occurred
in the
applicable Prepayment Period or if a change of law subsequent to the Closing
Date limits the enforceability of a Prepayment Charge (other than in the
circumstances provided in Section 2.05(x) above), the Servicer (in its capacity
as Originator) must pay the amount of the scheduled Prepayment Charge, for
the
benefit of the Holders of the Class P Certificates, by depositing such amount
into the Collection Account, net of any amount previously collected by the
Servicer and paid by the Servicer, for the benefit of the Holders of the
Class P
Certificates, in respect of such Prepayment Charge; and (b) if any of the
covenants made by the Servicer in Section 2.05(xi) above is breached, the
Servicer must pay the amount of such waived Prepayment Charge, for the benefit
of the Holders of the Class P Certificates, by depositing such amount into
the
Collection Account. The foregoing shall not, however, limit any remedies
available to the Certificateholders, the Depositor, the Trust Administrator,
the
Certificate Insurer or the Trustee on behalf of the Certificateholders and
the
Certificate Insurer, pursuant to the Mortgage Loan Purchase Agreement signed
by
the Servicer in its capacity as Originator, respecting a breach of the
representations, warranties and covenants of the Servicer in its capacity
as
Originator contained in the Mortgage Loan Purchase Agreement.
(b) The
Master Servicer hereby represents, warrants and covenants to the Trustee,
for
the benefit of each of the Trustee, the Certificateholders, the Certificate
Insurer and to the Servicer and the Depositor that as of the Closing Date
or as
of such date specifically provided herein:
(i) The
Master Servicer is a national banking association duly formed, validly existing
and in good standing under the laws of the United States of America and is
duly
authorized and qualified to transact any and all business contemplated by
this
Agreement to be conducted by the Master Servicer;
(ii) The
Master Servicer has the full power and authority to conduct its business
as
presently conducted by it and to execute, deliver and perform, and to enter
into
and consummate, all transactions contemplated by this Agreement. The Master
Servicer has duly authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement, and this Agreement,
assuming due authorization, execution and delivery by the Depositor and the
Trustee, constitutes a legal, valid and binding obligation of the Master
Servicer, enforceable against it in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting the enforcement of creditors’ rights generally and by
general principles of equity;
(iii) The
execution and delivery of this Agreement by the Master Servicer, the
consummation by the Master Servicer of any other of the transactions herein
contemplated, and the fulfillment of or compliance with the terms hereof
are in
the ordinary course of business of the Master Servicer and will not (A) result
in a breach of any term or provision of charter and by-laws of the Master
Servicer 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 Master Servicer is a party or by which it may be
bound,
or any statute, order or regulation applicable to the Master Servicer of
any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Master Servicer; and the Master Servicer is not a party
to, bound by, or in breach or violation of any indenture or other agreement
or
instrument, or subject to or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects or, to the Master
Servicer’s knowledge, would in the future materially and adversely affect, the
ability of the Master Servicer to perform its obligations under this
Agreement;
(iv) The
Master Servicer or an Affiliate thereof is an approved seller/servicer for
Xxxxxx Xxx or Xxxxxxx Mac in good standing and is a HUD approved mortgagee
pursuant to Section 203 of the National Housing Act;
(v) The
Master Servicer does not believe, nor does it have any reason or cause to
believe, that it cannot perform each and every covenant made by it and contained
in this Agreement;
(vi) No
litigation is pending against the Master Servicer that would materially and
adversely affect the execution, delivery or enforceability of this Agreement
or
the ability of the Master Servicer to perform any of its other obligations
hereunder in accordance with the terms hereof;
(vii) There
are
no actions or proceedings against, or investigations known to it of, the
Master
Servicer before any court, administrative or other tribunal (A) that might
prohibit its entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or (C) that
might prohibit or materially and adversely affect the performance by the
Master
Servicer of its obligations under, or validity or enforceability of, this
Agreement; and
(viii) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Master
Servicer of, or compliance by the Master Servicer with, this Agreement or
the
consummation of the transactions contemplated by this Agreement, except for
such
consents, approvals, authorizations or orders, if any, that have been obtained
prior to the Closing Date.
It
is
understood and agreed that the representations, warranties and covenants
set
forth in this Section 2.05 shall survive delivery of the Mortgage Files to
the
Trust Administrator, the Trustee or the Custodian, as applicable and shall
inure
to the benefit of the Trustee, the Depositor, the Certificate Insurer and
the
Certificateholders. Upon discovery by any of the Depositor, the Servicer,
the
Master Servicer, the Certificate Insurer or the Trustee of a breach of any
of
the foregoing representations, warranties and covenants which materially
and
adversely affects the value of any Mortgage Loan or the interests therein
of the
Certificateholders or the Certificate Insurer, the party discovering such
breach
shall give prompt written notice (but in no event later than two Business
Days
following such discovery) to other parties to this Agreement and the Certificate
Insurer.
| SECTION 2.06. |
Representations
and Warranties of the Depositor.
|
The
Depositor represents and warrants to the Trust and the Trustee on behalf
of the
Certificateholders and the Certificate Insurer as follows:
(i) This
Agreement constitutes a legal, valid and binding obligation of the Depositor,
enforceable against the Depositor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors’ rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or in equity);
(ii) Immediately
prior to the sale and assignment by the Depositor to the Trustee on behalf
of
the Trust of each Mortgage Loan, the Depositor had good and marketable title
to
each Mortgage Loan (insofar as such title was conveyed to it by the Seller)
subject to no prior lien, claim, participation interest, mortgage, security
interest, pledge, charge or other encumbrance or other interest of any
nature;
(iii) As
of the
Closing Date, the Depositor has transferred all right, title and interest
in the
Mortgage Loans to the Trustee on behalf of the Trust;
(iv) The
Depositor has not transferred the Mortgage Loans to the Trustee on behalf
of the
Trust with any intent to hinder, delay or defraud any of its
creditors;
(v) The
Depositor has been duly incorporated and is validly existing as a corporation
in
good standing under the laws of Delaware, with full corporate power and
authority to own its assets and conduct its business as presently being
conducted;
(vi) The
Depositor is not in violation of its articles of incorporation or by-laws
or in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Depositor is a party
or
by which it or its properties may be bound, which default might result in
any
material adverse changes in the financial condition, earnings, affairs or
business of the Depositor or which might materially and adversely affect
the
properties or assets, taken as a whole, of the Depositor;
(vii) The
execution, delivery and performance of this Agreement by the Depositor, and
the
consummation of the transactions contemplated thereby, do not and will not
result in a material breach or violation of any of the terms or provisions
of,
or, to the knowledge of the Depositor, constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Depositor is a party or by which the Depositor is
bound
or to which any of the property or assets of the Depositor is subject, nor
will
such actions result in any violation of the provisions of the articles of
incorporation or by-laws of the Depositor or, to the best of the Depositor’s
knowledge without independent investigation, any statute or any order, rule
or
regulation of any court or governmental agency or body having jurisdiction
over
the Depositor or any of its properties or assets (except for such conflicts,
breaches, violations and defaults as would not have a material adverse effect
on
the ability of the Depositor to perform its obligations under this
Agreement);
(viii) To
the
best of the Depositor’s knowledge without any independent investigation, no
consent, approval, authorization, order, registration or qualification of
or
with any court or governmental agency or body of the United States or any
other
jurisdiction is required for the issuance of the Certificates, or the
consummation by the Depositor of the other transactions contemplated by this
Agreement, except such consents, approvals, authorizations, registrations
or
qualifications as (a) may be required under State securities or Blue Sky
laws,
(b) have been previously obtained or (c) the failure of which to obtain would
not have a material adverse effect on the performance by the Depositor of
its
obligations under, or the validity or enforceability of, this
Agreement;
(ix) There
are
no actions, proceedings or investigations pending before or, to the Depositor’s
knowledge, threatened by any court, administrative agency or other tribunal
to
which the Depositor is a party or of which any of its properties is the subject:
(a) which if determined adversely to the Depositor would have a material
adverse
effect on the business, results of operations or financial condition of the
Depositor; (b) asserting the invalidity of this Agreement or the Certificates;
(c) seeking to prevent the issuance of the Certificates or the consummation
by
the Depositor of any of the transactions contemplated by this Agreement,
as the
case may be; or (d) which might materially and adversely affect the performance
by the Depositor of its obligations under, or the validity or enforceability
of,
this Agreement; and
(x) The
beneficial owner of the payments made under the Interest Rate Swap Agreement
is
either (i) a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii)
of United States Treasury Regulations) for United States federal income tax
purposes or (ii) a “non-U.S. branch of a foreign person” as that term is used in
section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the
“Regulations”) for United States federal income tax purposes, and it is a
“foreign person” as that term is used in section 1.6041-4(a)(4) of the
Regulations for United States federal income tax purposes. As of the Closing
Date, Option One Mortgage Capital Corporation is the beneficial owner of
the
payments made under the Interest Rate Swap Agreement.
| SECTION 2.07. |
Issuance
of Certificates.
|
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it (or the Custodian, on the Trustee’s behalf) of the Mortgage Files, subject
to the provisions of Sections 2.01 and 2.02, together with the assignment
to it
of all other assets included in the Trust Fund, receipt of which is hereby
acknowledged. Concurrently with such assignment and delivery and in exchange
therefor, the Trust Administrator, pursuant to the written request of the
Depositor executed by an officer of the Depositor, has executed, authenticated
and delivered to or upon the order of the Depositor, the Certificates in
authorized denominations. The interests evidenced by the Certificates,
constitute the entire beneficial ownership interest in the Trust
Fund.
| SECTION 2.08. |
Authorization
to Enter into Interest Rate Swap
Agreement.
|
The
Trust
Administrator, not in its individual capacity but solely in its separate
capacity as Supplemental Interest Trust Trustee, is hereby directed to exercise
the rights, perform the obligations, and make any representations to be
exercised, performed, or made by the Supplemental Interest Trust Trustee,
as
described herein. The Supplemental Interest Trust Trustee is hereby directed
to
execute and deliver the Interest Rate Swap Agreement on behalf of Party B
(as
defined therein) and to exercise the rights, perform the obligations, and
make
the representations of Party B thereunder, solely in its capacity as
Supplemental Interest Trust Trustee on behalf of Party B (as defined therein)
and not in its individual capacity. The Servicer, the Depositor and the
Certificateholders (by acceptance of their Certificates) acknowledge and
agree
that (i) the Supplemental Interest Trust Trustee shall execute and deliver
the
Interest Rate Swap Agreement on behalf of Party B (as defined therein), (ii)
the
Supplemental Interest Trust Trustee shall exercise the rights, perform the
obligations, and make the representations of Party B thereunder, solely in
its
capacity as Supplemental Interest Trust Trustee on behalf of Party B (as
defined
therein) and not in its individual capacity and (iii) the Swap Administrator
shall also be entitled to exercise the rights and be obligated to perform
the
obligations of Party B under the Interest Rate Swap Agreement.
Every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Trust Administrator shall apply to the
Supplemental Interest Trust Trustee’s execution of the Interest Rate Swap
Agreement, and the performance of its duties and satisfaction of its obligations
thereunder.
Every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Swap Administrator shall apply to the Swap
Administrator’s performance of its duties and satisfaction of its obligations
under the Interest Rate Swap Agreement.
| SECTION 2.09. |
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2,
REMIC 3,
REMIC 4, REMIC 5 and REMIC 6 by the Trustee; Issuance of
Certificates.
|
(a) 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
assets
described in the definition of REMIC 1 for the benefit of the holders of
the
REMIC 1 Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges
receipt of the assets described in the definition of REMIC 1 and declares
that
it holds and will hold the same in trust for the exclusive use and benefit
of
the holders of the REMIC 1 Regular Interests and the Class R Certificates
(in
respect of the Class R-1 Interest). The interests evidenced by the Class
R-1
Interest, together with the REMIC 1 Regular Interests, constitute the entire
beneficial ownership interest in REMIC 1.
(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 REMIC
1
Regular Interests for the benefit of the holders of the REMIC 2 Regular
Interests (which are uncertificated) and the Class R Certificates (in respect
of
the Class R-2 Interest). The Trustee acknowledges receipt of the assets
described in the definition of REMIC 2 and declares that it holds and will
hold
the same in trust for the exclusive use and benefit of the holders of the
REMIC
2 Regular Interests and the Class R Certificates (in respect of the Class
R-2
Interest). The interests evidenced by the Class R-2 Interest, together with
the
REMIC 2 Regular Interests, constitute the entire beneficial ownership interest
in REMIC 2.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
REMIC
2 Regular Interests (which are uncertificated) for the benefit of the Holders
of
the REMIC 3 Regular Interests and the Class R Certificates (in respect of
the
Class R-3 Interest). The Trustee acknowledges receipt of the REMIC 2 Regular
Interests and declares that it holds and will hold the same in trust for
the
exclusive use and benefit of the Holders of the REMIC 3 Regular Certificates,
the Class C Interest, Class P Interest and Class SWAP-IO Interest and the
Class
R Certificates (in respect of the Class R-3 Interest). The interests evidenced
by the Class R-3 Interest, together with the REMIC 3 Regular Certificates,
the
Class C Interest, Class P Interest and Class SWAP-IO Interest, constitute
the
entire beneficial ownership interest in REMIC 3.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
Class
C Interest (which is uncertificated) for the benefit of the Holders of the
Class
C Certificates and the Class R-X Certificates (in respect of the Class R-4
Interest). The Trustee acknowledges receipt of the Class C Interest and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of the Holders of the Class C Certificates and the Class R-X Certificates
(in
respect of the Class R-4 Interest). The interests evidenced by the Class
R-4
Interest, together with the Class C Certificates, constitute the entire
beneficial ownership interest in REMIC 4.
(e)
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
Class
P Interest (which is uncertificated) for the benefit of the Holders of the
Class
P Certificates and the Class R-X Certificates (in respect of the Class R-5
Interest). The Trustee acknowledges receipt of the Class P Interest and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of the Holders of the Class P Certificates and the Class R-X Certificates
(in
respect of the Class R-5 Interest). The interests evidenced by the Class
R-5
Interest, together with the Class P Certificates, constitute the entire
beneficial ownership interest in REMIC 5.
(f) 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
Class
SWAP-IO Interest (which is uncertificated) for the benefit of the Holders
of
REMIC 6 Regular Interest SWAP-IO and the Class R-X Certificates (in respect
of
the Class R-6 Interest). The Trustee acknowledges receipt of the Class SWAP-IO
Interest and declares that it holds and will hold the same in trust for the
exclusive use and benefit of the Holders of REMIC 6 Regular Interest SWAP-IO
and
the Class R-X Certificates (in respect of the Class R-6 Interest). The interests
evidenced by the Class R-6 Interest, together with REMIC 6 Regular Interest
SWAP-IO, constitute the entire beneficial ownership interest in REMIC
6.
(g) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 1 and the
acceptance by the Trustee thereof, pursuant to Section 2.01 and Section 2.02,
(ii) the assignment and delivery to the Trustee of REMIC 2 (including the
Residual Interest therein represented by the Class R-2 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.09(b), (iii) the
assignment and delivery to the Trustee of REMIC 3 (including the Residual
Interest therein represented by the Class R-3 Interest) and the acceptance
by
the Trustee thereof, pursuant to Section 2.09(c), (iv) the assignment and
delivery to the Trustee of REMIC 4 (including the Residual Interest therein
represented by the Class R-4 Interest), and the acceptance by the Trustee
thereof, pursuant to Section 2.09(d), (v) the assignment and delivery to
the
Trustee of REMIC 5 (including the Residual Interest therein represented by
the
Class R-5 Interest) and the acceptance by the Trustee thereof, pursuant to
Section 2.09(e) and (vi) the assignment and delivery to the Trustee of REMIC
6
(including the Residual Interest therein represented by the Class R-6 Interest)
and the acceptance by the Trustee thereof, pursuant to Section 2.09(f), the
Trust Administrator, pursuant to the written request of the Depositor executed
by an officer of the Depositor, has executed, authenticated and delivered
to or
upon the order of the Depositor, (A) the Class R Certificates in authorized
denominations evidencing the Class R-1 Interest, Class R-2 Interest and the
Class R-3 Interest and (B) the Class R-X Certificates in authorized
denominations evidencing the Class R-4 Interest, the Class R-5 Interest and
the
Class R-6 Interest.
| SECTION 2.10. |
Negative
Covenants of the Trustee, the Trust Administrator and the
Servicer.
|
Except
as
otherwise expressly permitted by this Agreement, the Trustee, the Trust
Administrator and the Servicer shall not cause the Trust Fund to:
(i) sell,
transfer, exchange or otherwise dispose of any of the assets of the Trust
Fund;
(ii) dissolve
or liquidate the Trust Fund in whole or in part;
(iii) engage,
directly or indirectly, in any business other than that arising out of the
issuance of the Certificates, and the actions contemplated or required to
be
performed under this Agreement;
(iv) incur,
create or assume any indebtedness for borrowed money;
(v) voluntarily
file a petition for bankruptcy, reorganization, assignment for the benefit
of
creditors or similar proceeding; or
(vi) merge,
convert or consolidate with any other Person.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
| SECTION 3.01. |
Servicer
to Act as Servicer.
|
The
Servicer shall service and administer the Mortgage Loans on behalf of the
Trust
and in the best interests of and for the benefit of the Certificateholders
and
the Certificate Insurer (as determined by the Servicer in its reasonable
judgment) in accordance with the terms of this Agreement and the Mortgage
Loans
and, to the extent consistent with such terms, in the same manner in which
it
services and administers similar mortgage loans for its own portfolio, giving
due consideration to customary and usual standards of practice of mortgage
lenders and loan servicers administering similar mortgage loans but without
regard to:
(A) any
relationship that the Servicer, any Sub-Servicer or any Affiliate of the
Servicer or any Sub-Servicer may have with the related Mortgagor;
(B) the
ownership or non-ownership of any Certificate by the Servicer or any Affiliate
of the Servicer;
(C) the
Servicer’s obligation to make Advances or Servicing Advances; or
(D) the
Servicer’s or any Sub-Servicer’s right to receive compensation for its services
hereunder or with respect to any particular transaction.
To
the
extent consistent with the foregoing, the Servicer (a) shall seek the timely
and
complete recovery of principal and interest on the Mortgage Notes and (b)
shall
waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under
the
following circumstances: (i) such waiver is standard and customary in servicing
similar Mortgage Loans and (ii) either (A) such waiver 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 or (B) such waiver is
made
in connection with a refinancing of the related Mortgage Loan unrelated to
a
default or a reasonably foreseeable default where (x) the related Mortgagor
has
stated to the Servicer or an applicable Sub-Servicer an intention to refinance
the related Mortgage Loan and (y) the Servicer has concluded in its reasonable
judgment that the waiver of such Prepayment Charge would induce such mortgagor
to refinance with the Servicer; provided, however, that the Servicer shall
waive
no more than 5.00% of the Prepayment Charges (by number of Prepayment Charges)
set forth on the Prepayment Charge Schedule in accordance with clause (ii)(B)
above. If a Prepayment Charge is waived as permitted by meeting the standards
described in clauses (i) and (ii)(B) above, then the Servicer is required
to pay
the amount of such waived Prepayment Charge, for the benefit of the Holders
of
the Class P Certificates, by depositing such amount into the Collection Account
together with and at the time that the amount prepaid on the related Mortgage
Loan is required to be deposited into the Collection Account. Notwithstanding
any other provisions of this Agreement, any payments made by the Servicer
in
respect of any waived Prepayment Charges pursuant to clauses (i) and (ii)(B)
above shall be deemed to be paid outside of the Trust Fund. Subject only
to the
above-described servicing standards and the terms of this Agreement and of
the
Mortgage Loans, the Servicer shall have full power and authority, acting
alone
or through Sub-Servicers as provided in Section 3.02, to do or cause to be
done
any and all things in connection with such servicing and administration which
it
may deem necessary or desirable. Without limiting the generality of the
foregoing, the Servicer in its own name or in the name of a Sub-Servicer
is
hereby authorized and empowered by the Trustee when the Servicer believes
it
appropriate in its best judgment in accordance with the servicing standards
set
forth above, to execute and deliver, on behalf of the Certificateholders,
the
Certificate Insurer and the Trustee, and upon notice to the Trustee, any
and all
instruments of satisfaction or cancellation, or of partial or full release
or
discharge, and all other comparable instruments, with respect to the Mortgage
Loans and the Mortgaged Properties and to institute foreclosure proceedings
or
obtain a deed-in-lieu of foreclosure so as to convert the ownership of such
properties, and to hold or cause to be held title to such properties, on
behalf
of the Trustee, Certificateholders and Certificate Insurer; provided, that
the
Servicer will not release any Mortgagor without the prior consent of the
Pool
Insurer and the Certificate Insurer. The Servicer shall service and administer
the Mortgage Loans in accordance with applicable state and federal law and
shall
provide to the Mortgagors any reports required to be provided to them thereby.
The Servicer shall also comply in the performance of this Agreement with
all
reasonable rules and requirements of each insurer under any standard hazard
insurance policy. Subject to Section 3.17, within 15 days of the Closing
Date,
the Trustee shall execute, at the written request of the Servicer, and furnish
to the Servicer and any Sub-Servicer any special or limited powers of attorney
(reasonably acceptable to the Trustee) for each county in which a Mortgaged
Property is located and other documents necessary or appropriate to enable
the
Servicer or any Sub-Servicer to carry out their servicing and administrative
duties hereunder; provided,
such
limited powers of attorney or other documents shall be prepared by the Servicer
and submitted to the Trustee for execution. The Trustee shall not be liable
for
the actions of the Servicer or any Sub-Servicers under such powers of
attorney.
Subject
to Section 3.09 hereof, in accordance with the standards of the preceding
paragraph, the Servicer shall advance or cause to be advanced funds as necessary
for the purpose of effecting the payment of taxes and assessments on the
Mortgaged Properties, which advances shall be Servicing Advances reimbursable
in
the first instance from related collections from the Mortgagors pursuant
to
Section 3.09, and further as provided in Section 3.11. Any cost incurred
by the
Servicer or by Sub-Servicers in effecting the payment of taxes and assessments
on a Mortgaged Property shall not, for the purpose of calculating distributions
to Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
In addition, but without duplication, the Servicer will make the advances
contemplated by Section 10A of the Pool Policy.
Notwithstanding
anything in this Agreement to the contrary, the Servicer may not make any
future
advances with respect to a Mortgage Loan (except as provided in Section 4.04)
and the Servicer shall not (i) permit any modification with respect to any
Mortgage Loan that would change the Mortgage Rate, reduce or increase the
Principal Balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such Mortgage Loan (unless,
as
provided in Section 3.07, the Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the judgment of the Servicer, reasonably
foreseeable) or (ii) permit any modification, waiver or amendment of any
term of
any Mortgage Loan that would both (A) effect an exchange or reissuance of
such
Mortgage Loan under Section 1001 of the Code (or Treasury regulations
promulgated thereunder) and (B) cause any REMIC created hereunder to fail
to
qualify as a REMIC under the Code or the imposition of any tax on “prohibited
transactions” or “contributions after the startup date” under the REMIC
Provisions.
| SECTION 3.02. |
Sub-Servicing
Agreements Between Servicer and
Sub-Servicers.
|
(a) The
Servicer may enter into Sub-Servicing Agreements with Sub-Servicers for the
servicing and administration of the Mortgage Loans; provided,
however,
that
(i) such agreements would not result in a withdrawal or a downgrading by
any
Rating Agency of the rating on any Class of Certificates and (ii) the
Certificate Insurer shall have consented to such Sub-Servicing Agreement
and to
the extent any Sub-Servicing Agreement constitutes a “sale or transfer” of
servicing within the meaning of Section 5E of the Pool Policy, the Pool Insurer
shall have consented to such Sub-Servicing Agreement. The Trust Administrator
is
hereby authorized to acknowledge, at the request of the Servicer, any
Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing
Agreements set forth in this Agreement and that is otherwise permitted under
this Agreement.
Each
Sub-Servicer shall be (i) authorized to transact business in the state or
states
where the related Mortgaged Properties it is to service are situated, if
and to
the extent required by applicable law to enable the Sub-Servicer to perform
its
obligations hereunder and under the Sub-Servicing Agreement and (ii) a Xxxxxxx
Mac or Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement
must
impose on the Sub-Servicer requirements conforming to the provisions set
forth
in Section 3.08 and provide for servicing of the Mortgage Loans consistent
with
the terms of this Agreement. The Servicer will examine each Sub-Servicing
Agreement and will be familiar with the terms thereof. The terms of any
Sub-Servicing Agreement will not be inconsistent with any of the provisions
of
this Agreement. The Servicer and the Sub-Servicers may enter into and make
amendments to the Sub-Servicing Agreements or enter into different forms
of
Sub-Servicing Agreements; provided,
however,
that
any such amendments or different forms shall be consistent with and not violate
the provisions of this Agreement, and that no such amendment or different
form
shall be made or entered into which could be reasonably expected to be
materially adverse to the interests of the Certificateholders without the
consent of the Certificate Insurer or the Holders of Certificates entitled
to at
least 66% of the Voting Rights; provided,
further,
that
the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights shall not be required (i) to cure any ambiguity or defect in
a
Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions
of
a Sub-Servicing Agreement, or (iii) to make any other provisions with respect
to
matters or questions arising under a Sub-Servicing Agreement, which, in each
case, shall not be inconsistent with the provisions of this Agreement. Any
variation without the consent of the Certificate Insurer and the Holders
of
Certificates entitled to at least 66% of the Voting Rights from the provisions
set forth in Section 3.08 relating to insurance or priority requirements
of
Sub-Servicing Accounts, or credits and charges to the Sub-Servicing Accounts
or
the timing and amount of remittances by the Sub-Servicers to the Servicer,
are
conclusively deemed to be inconsistent with this Agreement and therefore
prohibited. The Servicer shall deliver to the Certificate Insurer, the Trust
Administrator, the Trustee and the Master Servicer copies of all Sub-Servicing
Agreements, and any amendments or modifications thereof, promptly upon the
Servicer’s execution and delivery of such instruments.
(b) As
part
of its servicing activities hereunder, the Servicer, for the benefit of the
Trustee, the Certificateholders and the Certificate Insurer, shall enforce
the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement
and
of the Originator and the Obligor under the Mortgage Loan Purchase Agreement,
including, without limitation, any obligation to make advances in respect
of
delinquent payments as required by a Sub-Servicing Agreement, or to purchase
a
Mortgage Loan on account of missing or defective documentation or on account
of
a breach of a representation, warranty or covenant, as described in Section
2.03(a). Such enforcement, including, without limitation, the legal prosecution
of claims, termination of Sub-Servicing Agreements, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Servicer, in its good faith business judgment, would
require were it the owner of the related Mortgage Loans. The Servicer shall
pay
the costs of such enforcement at its own expense, and shall be reimbursed
therefor only (i) from a general recovery resulting from such enforcement,
to
the extent, if any, that such recovery exceeds all amounts due in respect
of the
related Mortgage Loans, or (ii) from a specific recovery of costs, expenses
or
attorneys’ fees against the party against whom such enforcement is directed.
Enforcement of the Mortgage Loan Purchase Agreement against the Originator
and
the Obligor shall be effected by the Servicer to the extent it is not the
Originator, and otherwise by the Master Servicer in accordance with the
foregoing provisions of this paragraph.
| SECTION 3.03. |
Successor
Sub-Servicers.
|
The
Servicer, with the consent of the Certificate Insurer, shall be entitled
to
terminate any Sub-Servicing Agreement and the rights and obligations of any
Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the
terms and conditions of such Sub-Servicing Agreement. In the event of
termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer
shall be assumed simultaneously by the Servicer without any act or deed on
the
part of such Sub-Servicer or the Servicer, and the Servicer either shall
service
directly the related Mortgage Loans or shall enter into a Sub-Servicing
Agreement with a successor Sub-Servicer which qualifies under Section
3.02.
Any
Sub-Servicing Agreement shall include the provision that such agreement may
be
immediately terminated by the Servicer, the Master Servicer (if the Master
Servicer is acting as successor servicer) or the Certificate Insurer without
the
payment of any fees, in accordance with the terms of this Agreement, in the
event that the Master Servicer (or the Trustee, if such party is then acting
as
successor servicer) shall, for any reason, no longer be the Servicer (including
termination due to a Servicer Event of Termination).
| SECTION 3.04. |
Liability
of the Servicer.
|
Notwithstanding
any Sub-Servicing Agreement or the provisions of this Agreement relating
to
agreements or arrangements between the Servicer and a Sub-Servicer or reference
to actions taken through a Sub-Servicer or otherwise, the Servicer shall
remain
obligated and primarily liable to the Trustee, the Certificateholders and
the
Certificate Insurer for the servicing and administering of the Mortgage Loans
in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Sub-Servicing Agreements or
arrangements or by virtue of indemnification from the Sub-Servicer and to
the
same extent and under the same terms and conditions as if the Servicer alone
were servicing and administering the Mortgage Loans. The Servicer shall be
entitled to enter into any agreement with a Sub-Servicer for indemnification
of
the Servicer by such Sub-Servicer and nothing contained in this Agreement
shall
be deemed to limit or modify such indemnification.
| SECTION 3.05. |
No
Contractual Relationship Between Sub-Servicers and the Certificate
Insurer, the Trust Administrator, the Trustee or
Certificateholders.
|
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
and the Trustee, the Master Servicer, the Trust Administrator, the Certificate
Insurer or Certificateholders shall not be deemed parties thereto and shall
have
no claims, rights, obligations, duties or liabilities with respect to the
Sub-Servicer except as set forth in Section 3.06. The Servicer shall be solely
liable for all fees owed by it to any Sub-Servicer, irrespective of whether
the
Servicer’s compensation pursuant to this Agreement is sufficient to pay such
fees.
| SECTION 3.06. |
Assumption
or Termination of Sub-Servicing Agreements by the Master
Servicer.
|
In
the
event the Servicer shall for any reason no longer be the servicer (including
by
reason of the occurrence of a Servicer Event of Termination), the Master
Servicer (or another master servicer appointed pursuant to Section 7.02)
shall
thereupon assume all of the rights and obligations of the Servicer under
each
Sub-Servicing Agreement that the Servicer may have entered into, unless the
Master Servicer elects to terminate any Sub-Servicing Agreement in accordance
with its terms as provided in Section 3.03. Upon such assumption, the Master
Servicer (or the successor master servicer appointed pursuant to Section
7.02)
shall be deemed, subject to Section 3.03, to have assumed all of the departing
Servicer’s interest therein and to have replaced the departing Servicer as a
party to each Sub-Servicing Agreement to the same extent as if each
Sub-Servicing Agreement had been assigned to the assuming party, except that
(i)
the departing Servicer shall not thereby be relieved of any liability or
obligations under any Sub-Servicing Agreement that arose before it ceased
to be
the Servicer and (ii) neither the Trust Administrator nor any successor servicer
shall be deemed to have assumed any liability or obligation of the Servicer
that
arose before the Servicer ceased to be the Servicer.
The
Servicer at its expense shall, upon request of the Master Servicer, deliver
to
the assuming party all documents and records relating to each Sub-Servicing
Agreement and the Mortgage Loans then being serviced and an accounting of
amounts collected and held by or on behalf of it, and otherwise use its best
efforts to effect the orderly and efficient transfer of the Sub-Servicing
Agreements to the assuming party. All Servicing Transfer Costs shall be paid
by
the predecessor Servicer upon presentation of reasonable documentation of
such
costs, and if such predecessor Servicer defaults in its obligation to pay
such
costs, such costs shall be paid by the successor servicer (in which case
the
successor servicer shall be entitled to reimbursement therefor from the assets
of the Trust).
| SECTION 3.07. |
Collection
of Certain Mortgage Loan Payments.
|
The
Servicer shall make reasonable efforts to collect all payments called for
under
the terms and provisions of the Mortgage Loans, and shall, to the extent
such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable insurance policies (including the Pool Policy), follow
such
collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Consistent
with
the foregoing, the Servicer may in its discretion (i) waive any late payment
charge or, if applicable, any penalty interest, or (ii) extend the due dates
for
the Monthly Payments due on a Mortgage Note for a period of not greater than
180
days; provided,
however,
that
any extension pursuant to clause (ii) above shall not affect the amortization
schedule of any Mortgage Loan for purposes of any computation hereunder,
except
as provided below. In the event of any such arrangement pursuant to clause
(ii)
above, the Servicer shall make timely Advances on such Mortgage Loan during
such
extension pursuant to Section 4.04 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of
such
arrangement.
Notwithstanding
the foregoing, in the event that any Mortgage Loan is in default or, in the
judgment of the Servicer, such default is reasonably foreseeable, the Servicer,
consistent with the standards set forth in Section 3.01, may also waive,
modify
or vary any term of such Mortgage Loan (including modifications that would
change the Mortgage Rate, forgive the payment of principal or interest,
capitalize the interest portion of past due Monthly Payments and outstanding
Servicing Advances, or extend the final maturity date of such Mortgage Loan),
accept payment from the related Mortgagor of an amount less than the Stated
Principal Balance in final satisfaction of such Mortgage Loan, or consent
to the
postponement of strict compliance with any such term or otherwise grant
indulgence to any Mortgagor (any and all such waivers, modifications, variances,
forgiveness of principal or interest, postponements, or indulgences collectively
referred to herein as “forbearance”), provided,
however,
that in
no event shall the Servicer grant any such forbearance (other than as permitted
by the second sentence of this Section) with respect to any one Mortgage
Loan
more than once in any 12 month period or more than three times over the life
of
such Mortgage Loan, provided,
further,
that in
determining which course of action permitted by this sentence it shall pursue,
the Servicer shall adhere to the Loss Mitigation Procedures and provided,
further,
that
the prior written consent of the Certificate Insurer shall be required for
any
modification, waiver or amendment if the aggregate number of outstanding
Mortgage Loans which have been modified, waived or amended exceeds 5% of
the
number of Mortgage Loans as of the Cut-off Date and provided,
finally,
that
the Servicer shall not modify any Mortgage Loan without the prior consent
of the
Pool Insurer if it would violate Section 5A of the Pool Policy. The Servicer’s
analysis supporting any forbearance and the conclusion that any forbearance
meets the standards of Section 3.01 and the Loss Mitigation Procedures shall
be
reflected in writing in the Mortgage File and shall be provided to the
Certificate Insurer upon request.
| SECTION 3.08. |
Sub-Servicing
Accounts.
|
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with
all
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer shall deposit in the clearing account in which it customarily
deposits payments and collections on mortgage loans in connection with its
mortgage loan servicing activities on a daily basis, and in no event more
than
one Business Day after the Sub-Servicer’s receipt thereof, all proceeds of
Mortgage Loans received by the Sub-Servicer less its servicing compensation
to
the extent permitted by the Sub-Servicing Agreement, and shall thereafter
deposit such amounts in the Sub-Servicing Account, in no event more than
two
Business Days after the receipt of such amounts. The Sub-Servicer shall
thereafter deposit such proceeds in the Collection Account or remit such
proceeds to the Servicer for deposit in the Collection Account not later
than
two Business Days after the deposit of such amounts in the Sub-Servicing
Account. For purposes of this Agreement, the Servicer shall be deemed to
have
received payments on the Mortgage Loans when the Sub-Servicer receives such
payments.
| SECTION 3.09. |
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
The
Servicer shall establish and maintain, or cause to be established and
maintained, one or more accounts (the “Servicing Accounts”), into which all
Escrow Payments shall be deposited and retained. Servicing Accounts shall
be
Eligible Accounts. The Servicer shall deposit in the clearing account in
which
it customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Servicer’s receipt thereof, all Escrow
Payments collected on account of the Mortgage Loans and shall thereafter
deposit
such Escrow Payments in the Servicing Accounts, in no event more than two
Business Days after the deposit of such funds in the clearing account. All
Escrow Payments are collected on account of the Mortgage Loans for the purpose
of effecting the timely payment of any items as required under the terms
of this
Agreement. Withdrawals of amounts from a Servicing Account may be made only
to
(i) effect payment of taxes, assessments, hazard insurance premiums, and
comparable items in a manner and at a time that assures that the lien priority
of the Mortgage is not jeopardized (or, with respect to the payment of taxes,
in
a manner and at a time that avoids the loss of the Mortgaged Property due
to a
tax sale or the foreclosure as a result of a tax lien); (ii) reimburse the
Servicer (or a Sub-Servicer to the extent provided in the related Sub-Servicing
Agreement) out of related collections for any Servicing Advances made pursuant
to Section 3.01 (with respect to taxes and assessments) and Section 3.14
(with
respect to hazard insurance); (iii) refund to Mortgagors any sums as may
be
determined to be overages; (iv) pay interest to the Servicer or, if required
and
as described below, to Mortgagors on balances in the Servicing Account; or
(v)
clear and terminate the Servicing Account at the termination of the Servicer’s
obligations and responsibilities in respect of the Mortgage Loans under this
Agreement in accordance with Article X. In the event the Servicer deposits
in a
Servicing Account any amount not required to be deposited therein, it may
at any
time withdraw such amount from such Servicing Account, any provision herein
to
the contrary notwithstanding. The Servicer will be responsible for the
administration of the Servicing Accounts and will be obligated to make Servicing
Advances to such accounts when and as necessary to avoid the lapse of insurance
coverage on the Mortgaged Property, or which the Servicer knows, or in the
exercise of the required standard of care of the Servicer hereunder should
know,
is necessary to avoid the loss of the Mortgaged Property due to a tax sale
or
the foreclosure as a result of a tax lien. If any such payment has not been
made
and the Servicer receives notice of a tax lien with respect to the Mortgage
being imposed, the Servicer shall, within 10 business days of such notice,
advance or cause to be advanced funds necessary to discharge such lien on
the
Mortgaged Property. As part of its servicing duties, the Servicer or
Sub-Servicers shall pay to the Mortgagors interest on funds in the Servicing
Accounts, to the extent required by law and, to the extent that interest
earned
on funds in the Servicing Accounts is insufficient, to pay such interest
from
its or their own funds, without any reimbursement therefor. The Servicer
may pay
to itself any excess interest on funds in the Servicing Accounts, to the
extent
such action is in conformity with the Servicing Standard, is permitted by
law
and such amounts are not required to be paid to Mortgagors or used for any
of
the other purposes set forth above.
| SECTION 3.10. |
Collection
Account and Distribution Account.
|
(a) On
behalf
of the Trust Fund, the Servicer shall establish and maintain, or cause to
be
established and maintained, one or more accounts (such account or accounts,
the
“Collection Account”), held in trust for the benefit of the Trustee, the
Certificateholders and the Certificate Insurer. On behalf of the Trust Fund,
the
Servicer shall deposit or cause to be deposited in the clearing account in
which
it customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Servicer’s receipt thereof, and shall
thereafter deposit in the Collection Account, in no event more than two Business
Days after the deposit of such funds in the clearing account, as and when
received or as otherwise required hereunder, the following payments and
collections received or made by it subsequent to the Cut-off Date (other
than in
respect of principal or interest on the Mortgage Loans due on or before the
Cut-off Date) or payments (other than Principal Prepayments) received by
it on
or prior to the Cut-off Date but allocable to a Due Period subsequent
thereto:
(i) all
payments on account of principal, including Principal Prepayments (but not
Prepayment Charges), on the Mortgage Loans;
(ii) all
payments on account of interest (net of the related Servicing Fee) on each
Mortgage Loan;
(iii) all
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and condemnation
proceeds (other than proceeds collected in respect of any particular REO
Property and amounts paid in connection with a purchase of Mortgage Loans
and
REO Properties pursuant to Section 10.01);
(iv) any
amounts required to be deposited pursuant to Section 3.12 in connection with
any
losses realized on Permitted Investments with respect to funds held in the
Collection Account;
(v) any
amounts required to be deposited by the Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(vi) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03 or Section 10.01;
(vii) all
amounts required to be deposited in connection with Substitution Adjustments
pursuant to Section 2.03;
(viii) all
Prepayment Charges collected by the Servicer and any Servicer Prepayment
Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans; and
(ix) without
duplication, all payments of claims under the Pool Policy.
The
foregoing requirements for deposit in the Collection Account shall be exclusive,
it being understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of Servicing Fees, late payment charges,
assumption fees, insufficient funds charges and ancillary income (other than
Prepayment Charges) need not be deposited by the Servicer in the Collection
Account and may be retained by the Servicer as additional compensation. In
the
event the Servicer shall deposit in the Collection Account any amount not
required to be deposited therein, it may at any time withdraw such amount
from
the Collection Account, any provision herein to the contrary
notwithstanding.
(b) On
behalf
of the Trust Fund, the Trust Administrator shall establish and maintain one
or
more accounts (such account or accounts, the “Distribution Account”), held in
Trust for the benefit of the Trustee, the Certificateholders and the Certificate
Insurer. The Distribution Account shall be an Eligible Account. The Trust
Administrator will deposit into the Distribution Account the following
amounts:
(i) Any
amounts remitted to the Trust Administrator by the Servicer from the Collection
Account or the related Custodial Account;
(ii) Any
Advances received from the Servicer, or made by the Master Servicer or (if
the
Master Servicer is the Servicer) the Trustee (in each case in its capacity
as
successor servicer), and any payments of Compensating Interest received from
the
Servicer or made by the Master Servicer (unless, in the case of the Master
Servicer, such amounts are deposited by the Master Servicer directly into
the
Distribution Account);
(iii) Any
Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
the
Master Servicer or which were not deposited in the Collection
Account;
(iv) Any
amounts required to be deposited with respect to losses on investments of
deposits in the Distribution Account; and
(v) Any
other
amounts received by or on behalf of the Master Servicer and required to be
deposited in the Distribution Account pursuant to this Agreement.
All
amounts deposited into the Distribution Account shall be held by the Trust
Administrator in the name of the Trustee in Trust for the benefit of the
Certificateholders and the Certificate Insurer in accordance with the terms
and
provisions of this Agreement. The requirements for crediting the Distribution
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of (A) late
payment charges or assumption, tax service, statement account or payoff,
substitution, satisfaction, release and other like fees and charges and (B)
the
items enumerated in Section 12.12(a) (with respect the clearing and termination
of the Distribution Account and with respect to amounts deposited in error),
in
Section 12.12(b) or in clauses (i), (ii), (iii) and (iv), (v) of Section
12.12(c), need not be credited by the Master Servicer to the Distribution
Account. In the event that the Master Servicer shall deposit or cause to
be
deposited into the Distribution Account any amount not required to be credited
thereto, the Trust Administrator shall promptly transfer such amount to the
Master Servicer, any provision herein to the contrary
notwithstanding.
(c) Funds
in
the Collection Account and the Distribution Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12.
The
Servicer shall give notice to the Trust Administrator, the Certificate Insurer
and the Master Servicer of the location of the Collection Account maintained
by
it when established and prior to any change thereof. The Trust Administrator
shall give notice to the Certificate Insurer, the Servicer, the Master Servicer,
the Trustee and the Depositor of the location of the Distribution Account
when
established and prior to any change thereof.
(d) Funds
held in the Collection Account at any time may be delivered by the Servicer
to
the Trust Administrator for deposit in an account (which may be the Distribution
Account and must satisfy the standards for the Distribution Account as set
forth
in the definition thereof) and for all purposes of this Agreement shall be
deemed to be a part of the Collection Account; provided,
however,
that
the Trust Administrator shall have the sole authority to withdraw any funds
held
pursuant to this subsection (d). In the event the Servicer shall deliver
to the
Trust Administrator for deposit in the Distribution Account any amount not
required to be deposited therein, it may at any time request that the Trust
Administrator withdraw such amount from the Distribution Account and remit
to it
any such amount, any provision herein to the contrary notwithstanding. In
addition, the Servicer, with respect to items (i) through (iv) below, shall
deliver to the Trust Administrator from time to time for deposit, and the
Trust
Administrator, with respect to items (i) through (iv) below, shall so deposit,
in the Distribution Account:
(i) any
Advances, as required pursuant to Section 4.04;
(ii) any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
(iii) any
amounts to be paid in connection with a purchase of Mortgage Loans and REO
Properties pursuant to Section 10.01;
(iv) any
Compensating Interest to be deposited pursuant to Section 3.24 in connection
with any Prepayment Interest Shortfall; and
(v) any
amounts required to be paid to the Trust Administrator pursuant to the
Agreement, including, but not limited to Section 3.06, Section 3.26 and Section
7.02.
(e) [Reserved].
(f) The
Servicer shall deposit in the Collection Account any amounts required to
be
deposited pursuant to Section 3.12(b) in connection with losses realized
on
Permitted Investments with respect to funds held in the Collection
Account.
| SECTION 3.11. |
Withdrawals
from the Collection Account and Distribution
Account.
|
The
Servicer shall, from time to time, make withdrawals from the
Collection Account for any of the following purposes or as described in Section
4.04:
(i) to
remit
to the Trust Administrator on the Servicer Remittance Date for deposit in
the
Distribution Account the amounts required to be so remitted pursuant to Section
3.10(b) or permitted to be so remitted pursuant to the first sentence of
Section
3.10(d);
(ii) subject
to Section 3.16(d), to reimburse the Servicer or Master Servicer for (a)
any
unreimbursed Advances to the extent of amounts received which represent Late
Collections (net of the related Servicing Fees) of Monthly Payments or
Liquidation Proceeds and Insurance Proceeds on Mortgage Loans with respect
to
which such Advances were made in accordance with the provisions of Section
4.04;
(b) any unreimbursed Advances with respect to the final liquidation of a
Mortgage Loan that are Nonrecoverable Advances, but only to the extent that
Late
Collections, including, Liquidation Proceeds and Insurance Proceeds received
with respect to such Mortgage Loan are insufficient to reimburse the Servicer
for such unreimbursed Advances; or (c) subject to Section 4.04(b), any
unreimbursed Advances to the extent of funds held in the Collection Account
for
future distribution that were not included in Available Funds for the preceding
Distribution Date;
(iii) subject
to Section 3.16(d), to pay the Servicer or any Sub-Servicer (a) any unpaid
Servicing Fees, but only to the extent of the interest portion of any Late
Collections, including Liquidation Proceeds, Insurance Proceeds and condemnation
proceeds received with respect to such Mortgage Loan, (b) any unreimbursed
Servicing Advances with respect to each Mortgage Loan, but only to the extent
of
any Late Collections, including, Liquidation Proceeds, Insurance Proceeds
and
condemnation proceeds received with respect to such Mortgage Loan, (c) any
Servicing Fees with respect to the final liquidation of a Mortgage Loan,
but
only to the extent that Late Collections, including, Liquidation Proceeds
and
Insurance Proceeds received with respect to such Mortgage Loans are insufficient
to pay the Servicer or any Sub-Servicer for unpaid Servicing Fees, and (d)
any
Servicing Advances with respect to the final liquidation of a Mortgage Loan
that
are Nonrecoverable Advances, but only to the extent that Late Collections,
including, Liquidation Proceeds and Insurance Proceeds received with respect
to
such Mortgage Loan are insufficient to reimburse the Servicer or any
Sub-Servicer for Servicing Advances;
(iv) to
pay to
the Servicer as servicing compensation (in addition to the Servicing Fee)
on the
Servicer Remittance Date any interest or investment income earned on funds
deposited in the Collection Account;
(v) to
pay to
the Originator, or the Obligor, as applicable, with respect to each Mortgage
Loan that has previously been purchased or replaced pursuant to Section 2.03
or
Section 3.16(c) all amounts received thereon subsequent to the date of purchase
or substitution, as the case may be;
(vi) to
reimburse the Servicer or Master Servicer for any Advance or Servicing Advance
previously made which the Servicer or Master Servicer has determined to be
a
Nonrecoverable Advance in accordance with the provisions of Section
4.04;
(vii) to
pay,
or to reimburse the Servicer or Master Servicer for Servicing Advances in
respect of, expenses incurred in connection with any Mortgage Loan pursuant
to
Section 3.16(b);
(viii) to
reimburse the Master Servicer for expenses incurred by or reimbursable to
the
Master Servicer pursuant to Section 6.03;
(ix) to
reimburse the Trust Administrator, Certificate Insurer, the Servicer (if
the
Servicer is not an Affiliate of the Originator), the Master Servicer or the
Trustee, as the case may be, for enforcement expenses reasonably incurred
in
respect of the breach or defect giving rise to the purchase obligation under
Section 2.03 of this Agreement that were included in the Purchase Price of
the
Mortgage Loan, including any expenses arising out of the enforcement of the
purchase obligation;
(x) to
pay
itself any Prepayment Interest Excess;
(xi) to
clear
and terminate the Collection Account pursuant to Section 10.01.
The
foregoing requirements for withdrawal from the Collection Account shall be
exclusive. In the event the Servicer shall deposit in the Collection Account
any
amount not required to be deposited therein, it may at any time withdraw
such
amount from the Collection Account, any provision herein to the contrary
notwithstanding.
The
Servicer shall keep and maintain separate accounting, on a Mortgage Loan
by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Collection Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (v), (vi), (ix) and (x) above. The Servicer shall
provide written notification to the Certificate Insurer and the Trust
Administrator, on or prior to the next succeeding Servicer Remittance Date,
upon
making any withdrawals from the Collection Account pursuant to subclause
(vi)
above; provided
that an
Officers’ Certificate in the form described under Section 4.04(d) shall suffice
for such written notification to the Trust Administrator in respect
hereof.
| SECTION 3.12. |
Investment
of Funds in the Collection Account and the Distribution
Account.
|
(a) The
Servicer may direct any depository institution maintaining the Collection
Account to invest the funds on deposit in such accounts, and the Trust
Administrator may invest the funds on deposit in the Distribution Account
(each
such account, for the purposes of this Section 3.12 an “Investment Account”).
All investments pursuant to this Section 3.12 shall be in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless
payable
on demand, (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 Trust Administrator is the obligor
thereon
or if such investment is managed or advised by a Person other than the Trust
Administrator or an Affiliate of the Trust Administrator, and (ii) no later
than
the date on which such funds are required to be withdrawn from such account
pursuant to this Agreement, if the Trust Administrator is the obligor thereon
or
if such investment is managed or advised by the Trust Administrator or any
Affiliate. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall
be
made in the name of the Trust Administrator (in its capacity as such), or
in the
name of a nominee of the Trust Administrator. The Trust Administrator shall
be
entitled to sole possession (except with respect to investment direction
of
funds held in the Collection Account and any income and gain realized thereon)
over each such investment, and any certificate or other instrument evidencing
any such investment shall be delivered directly to the Trust Administrator
or
its agent, together with any document of transfer necessary to transfer title
to
such investment to the Trust Administrator or its nominee. In the event amounts
on deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Trust Administrator shall:
|
(x)
|
consistent
with any notice required to be given thereunder, demand that payment
thereon be made on the last day such Permitted Investment may otherwise
mature hereunder in an amount equal to the lesser of (1) all amounts
then
payable thereunder and (2) the amount required to be withdrawn
on such
date; and
|
|
(y)
|
demand
payment of all amounts due thereunder promptly upon determination
by a
Responsible Officer of the Trust Administrator that such Permitted
Investment would not constitute a Permitted Investment in respect
of funds
thereafter on deposit in the Investment
Account.
|
(b) All
income and gain realized from the investment of funds deposited in the
Collection Account and any REO Account held by or on behalf of the Servicer
shall be for the benefit of the Servicer and shall be subject to its withdrawal
in accordance with Section 3.11 or Section 3.23, as applicable. The Servicer
shall deposit in the Collection Account or any REO Account, as applicable,
the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in such account immediately upon realization of
such
loss.
(c) All
income and gain realized from the investment of funds deposited in the
Distribution Account shall be for the benefit of the Trust Administrator.
The
Trust Administrator shall deposit in the Distribution Account the amount
of any
loss of principal incurred in respect of any such Permitted Investment made
with
funds in such accounts immediately upon realization of such loss.
(d) Except
as
otherwise expressly provided in this Agreement, if any default occurs in
the
making of a payment due under any Permitted Investment, or if a default occurs
in any other performance required under any Permitted Investment, the Trust
Administrator may and, subject to Section 8.01 and Section 8.02(a)(v), upon
the
request of the Certificate Insurer or the Holders of Certificates representing
more than 50% of the Voting Rights allocated to any Class of Certificates,
shall
take such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate
proceedings.
| SECTION 3.13. |
Rights
of the Class C Certificateholder.
|
(a) Notwithstanding
anything to the contrary contained in this Agreement, (i) the majority Holder
of
the Class C Certificates (as long as such majority Holder is not the Servicer
or
an Affiliate of the Servicer or if the Class C Certificates are secured by
an
Indenture, as long as the Servicer or an Affiliate of the Servicer is not
the
majority equity holder in such transaction) with the prior written consent
of
the Certificate Insurer or if the majority Holder of the Class C Certificates
does not exercise such right then the Certificate Insurer shall have the
right
(with the consent of the Servicing Rights Pledgee and the Pool Insurer) to
direct the Master Servicer to appoint a qualified successor servicer who
will
act as successor in all respects to the Servicer in the event of a Servicer
Event of Termination pursuant to Article VII and (ii) the majority Holder
of the
Class C Certificates (as long as such majority Holder is not the Servicer
or an
Affiliate of the Servicer or if the Class C Certificates are secured by an
Indenture, as long as the Servicer or an Affiliate of the Servicer is not
the
majority equity holder in such transaction) with the prior written consent
of
the Certificate Insurer and the Pool Insurer shall have the right to direct
the
Servicer to transfer the servicing of any Mortgage Loans Delinquent 120 days
or
more to a special servicer in the event of a Special Servicer Trigger Event,
for
so long as the appointment of such special servicer (i) shall not cause a
downgrade or withdrawal of the ratings on the Class A Certificates, (ii)
shall
meet the eligibility requirements of a servicer under Section 7.02 and (iii)
shall service in accordance with the terms of this Agreement. A special servicer
shall be entitled to the Servicing Fee for the Mortgage Loans serviced by
it and
any excess fees due to such special servicer shall be paid by the majority
Holder of the Class C Certificates.
A
Special
Servicer Trigger Event (“Special Servicer Trigger Event”) shall be in effect
with respect to any Distribution Date if:
(a)
the
Servicer’s primary servicer rating for the servicing of residential mortgage
loans is reduced by more than one full level or withdrawn, in each case by
at
least two of the Rating Agencies; or
(b)
the
Delinquency Percentage exceeds 30.00%;
or
(c)
the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (after reduction for all Subsequent
Recoveries received from the Cut-off Date through the Prepayment Period)
divided
by the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date
exceeds 4.00% with respect to such Distribution Date.
| SECTION 3.14. |
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
(a) The
Servicer shall cause to be maintained for each Mortgage Loan hazard insurance
with extended coverage on the Mortgaged Property in an amount which is at
least
equal to the lesser of (i) the current Principal Balance of such Mortgage
Loan
and (ii) the amount necessary to fully compensate for any damage or loss
to the
improvements that are a part of such property on a replacement cost basis,
in
each case in an amount not less than such amount as is necessary to avoid
the
application of any coinsurance clause contained in the related hazard insurance
policy. The Servicer shall also cause to be maintained hazard insurance with
extended coverage on each REO Property in an amount which is at least equal
to
the lesser of (i) the maximum insurable value of the improvements which are
a
part of such property and (ii) the outstanding Principal Balance of the related
Mortgage Loan at the time it became an REO Property. The Servicer will comply
in
the performance of this Agreement with all reasonable rules and requirements
of
each insurer under any such hazard policies. Any amounts to be collected
by the
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the property subject to the related Mortgage or
amounts
to be released to the Mortgagor in accordance with the procedures that the
Servicer would follow in servicing loans held for its own account, subject
to
the terms and conditions of the related Mortgage and Mortgage Note) shall
be
deposited in the Collection Account, subject to withdrawal pursuant to Section
3.11, if received in respect of a Mortgage Loan, or in the REO Account, subject
to withdrawal pursuant to Section 3.23, if received in respect of an REO
Property. Any cost incurred by the Servicer in maintaining any such insurance
shall not, for the purpose of calculating distributions to Certificateholders
and the Certificate Insurer, be added to the unpaid Principal Balance of
the
related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
so
permit. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Mortgaged Property or REO Property
is
at any time in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards and flood insurance
has been made available, the Servicer will cause to be maintained a flood
insurance policy in respect thereof. Such flood insurance shall be in an
amount
equal to the lesser of (i) the unpaid Principal Balance of the related Mortgage
Loan and (ii) the maximum amount of such insurance available for the related
Mortgaged Property under the national flood insurance program (assuming that
the
area in which such Mortgaged Property is located is participating in such
program).
In
the
event that the Servicer shall obtain and maintain a blanket policy with an
insurer having a General Policy Rating of B:III or better in Best’s Key Rating
Guide (or such other rating that is comparable to such rating) 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 two sentences of
this
Section 3.14, 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 or REO Property
a policy complying with the first two sentences of this Section 3.14, and
there
shall have been one or more losses which would have been covered by such
policy,
deposit to the Collection Account from its own funds the amount not otherwise
payable under the blanket policy because of such deductible clause. In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Servicer agrees to prepare and present, on behalf of itself, the
Trustee, the Trust Administrator, the Master Servicer, the Certificateholders
and the Certificate Insurer, claims under any such blanket policy in a timely
fashion in accordance with the terms of such policy.
(b) The
Servicer shall keep in force during the term of this Agreement a policy or
policies of insurance covering errors and omissions for failure in the
performance of the Servicer’s obligations under this Agreement, which policy or
policies shall be in such form and amount that would meet the requirements
of
Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans,
unless
the Servicer has obtained a waiver of such requirements from Xxxxxx Mae or
Xxxxxxx Mac. The Servicer shall provide the Trustee, the Trust Administrator,
the Master Servicer and the Certificate Insurer, upon request, with copies
of
such insurance policies and fidelity bond. The Servicer shall also maintain
a
fidelity bond in the form and amount that would meet the requirements of
Xxxxxx
Mae or Xxxxxxx Mac, unless the Servicer has obtained a waiver of such
requirements from Xxxxxx Mae or Xxxxxxx Mac. The Servicer shall be deemed
to
have complied with this provision if an Affiliate of the Servicer has such
errors and omissions and fidelity bond coverage and, by the terms of such
insurance policy or fidelity bond, the coverage afforded thereunder extends
to
the Servicer. Any such errors and omissions policy and fidelity bond shall
by
its terms not be cancelable without thirty days’ prior written notice to the
Trustee, the Trust Administrator, the Master Servicer and the Certificate
Insurer. The Servicer shall also cause each Sub-Servicer to maintain a policy
of
insurance covering errors and omissions and a fidelity bond which would meet
such requirements and shall provide to the Master Servicer evidence of the
authorization of the person signing any certification, statement, financial
information and reports or such other information related to any Sub-Servicer
or
to the Servicer’s or such Sub-Servicer’s performance hereunder.
| SECTION 3.15. |
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
The
Servicer will, to the extent it has knowledge of any conveyance or prospective
conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor remains
or
is to remain liable under the Mortgage Note and/or the Mortgage), exercise
its
rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided,
however,
that
the Servicer shall not be required to take such action if in its sole business
judgment the Servicer believes it is not in the best interests of the Trust
Fund
and shall not exercise any such rights if prohibited by law from doing so.
If
the Servicer reasonably believes it is unable under applicable law to enforce
such “due-on-sale” clause, or if any of the other conditions set forth in the
proviso to the preceding sentence apply, the Servicer will enter into an
assumption and modification agreement from or with the person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which
such
person becomes liable under the Mortgage Note and, to the extent permitted
by
applicable state law, the Mortgagor remains liable thereon. The Servicer
is also
authorized 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 the Mortgagor and becomes liable under the Mortgage
Note, provided that no such substitution shall be effective unless such person
satisfies the underwriting criteria of the Servicer and has a credit risk
rating
at least equal to that of the original Mortgagor. In connection with any
assumption or substitution, the Servicer shall apply such underwriting standards
and follow such practices and procedures as shall be normal and usual in
its
general mortgage servicing activities and as it applies to other mortgage
loans
owned solely by it. The Servicer shall not take or enter into any assumption
and
modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy, nor will the Servicer
permit any assumption of liability for a Mortgage Loan without the prior
consent
of the Pool Insurer. Any fee collected by the Servicer in respect of an
assumption, modification or substitution of liability agreement shall be
retained by the Servicer as additional servicing compensation. In connection
with any such assumption, no material term of the Mortgage Note (including
but
not limited to the related Mortgage Rate and the amount of the Monthly Payment)
may be amended or modified, except as otherwise required pursuant to the
terms
thereof. The Servicer shall notify the Trustee, the Master Servicer and the
Trust Administrator that any such substitution, modification or assumption
agreement has been completed by forwarding to the Custodian the executed
original of such substitution, modification or assumption agreement, which
document shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as
all
other documents and instruments constituting a part thereof.
Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the Servicer
shall not be deemed to be in default, breach or any other violation of its
obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or by the terms of the Mortgage Note or any assumption which
the Servicer may be restricted by law from preventing, for any reason whatever.
For purposes of this Section 3.15, the term “assumption” is deemed to also
include a sale (of the Mortgaged Property) subject to the Mortgage that is
not
accompanied by an assumption or substitution of liability
agreement.
| SECTION 3.16. |
Realization
Upon Defaulted Mortgage Loans.
|
(a) The
Servicer shall use its best efforts, in as practical a time frame as possible
and consistent with Servicing Standard, to foreclose upon or otherwise
comparably convert the ownership of 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 3.07. The Servicer shall be responsible for all costs and expenses
incurred by it in any such proceedings; provided,
however,
that
such costs and expenses will be recoverable as Servicing Advances by the
Servicer as contemplated in Section 3.11 and Section 3.23. The foregoing
is
subject to the provision that, in any case in which a Mortgaged Property
shall
have suffered damage from an Uninsured Cause, the Servicer shall not be required
to expend its own funds toward the restoration of such property unless it
shall
determine in its discretion that such restoration will increase the proceeds
of
liquidation of the related Mortgage Loan after reimbursement to itself for
such
expenses.
(b) Notwithstanding
the foregoing provisions of this Section 3.16 or any other provision of this
Agreement, with respect to any Mortgage Loan as to which the Servicer has
received actual notice of, or has actual knowledge of, the presence of any
toxic
or hazardous substance on the related Mortgaged Property, the Servicer shall
not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or (ii)
otherwise acquire possession of, or take any other action with respect to,
such
Mortgaged Property, if, as a result of any such action, the Trustee, the
Trust
Fund, the Trust Administrator, Certificateholders or the Certificate Insurer
would be considered to hold title to, to be a “mortgagee-in-possession” of, or
to be an “owner” or “operator” of such Mortgaged Property within the meaning of
the Comprehensive Environmental Response, Compensation and Liability Act
of
1980, as amended from time to time, or any comparable law, unless the Servicer
has also previously determined, based on its reasonable judgment and a report
prepared by a Person who regularly conducts environmental audits using customary
industry standards, that:
(1) such
Mortgaged Property is in compliance with applicable environmental laws or,
if
not, that it would be in the best economic interest of the Trust Fund to
take
such actions as are necessary to bring the Mortgaged Property into compliance
therewith; and
(2) there
are
no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any hazardous substances, hazardous materials,
hazardous wastes, or petroleum-based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under
any
federal, state or local law or regulation, or that if any such materials
are
present for which such action could be required, that it would be in the
best
economic interest of the Trust Fund to take such actions with respect to
the
affected Mortgaged Property.
Notwithstanding
the foregoing, if such environmental audit reveals, or if the Servicer has
actual knowledge or notice, that such Mortgaged Property contains such wastes
or
substances, the Servicer shall not foreclose or accept a deed in lieu of
foreclosure without the prior written consent of the Certificate
Insurer.
The
cost
of the environmental audit report contemplated by this Section 3.16 shall
be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(vii), such
right of reimbursement being prior to the rights of Certificateholders to
receive any amount in the Collection Account received in respect of the affected
Mortgage Loan or other Mortgage Loans.
If
the
Servicer determines, as described above, that it is in the best economic
interest of the Trust Fund to take such actions as are necessary to bring
any
such Mortgaged Property into compliance with applicable environmental laws,
or
to take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting any such Mortgaged Property, then the Servicer shall
take
such action as it deems to be in the best economic interest of the Trust
Fund;
provided
that any
amounts disbursed by the Servicer pursuant to this Section 3.16(b) shall
constitute Servicing Advances, subject to Section 4.04(d). The cost of any
such
compliance, containment, cleanup or remediation shall be advanced by the
Servicer, subject to the Servicer’s right to be reimbursed therefor from the
Collection Account as provided in Section 3.11(iii) and (a)(vii), such right
of
reimbursement being prior to the rights of Certificateholders to receive
any
amount in the Collection Account received in respect of the affected Mortgage
Loan or other Mortgage Loans.
(c) (i) The
Certificate Insurer may, at its option, purchase a Mortgage Loan which has
become 90 or more days delinquent or for which the Servicer has accepted
a deed
in lieu of foreclosure. Prior to purchase pursuant to this Section 3.16(c)(i),
the Servicer shall be required to continue to make Advances pursuant to Section
4.04. The Certificate Insurer shall not use any procedure in selecting Mortgage
Loans to be repurchased which is materially adverse to the interests of the
Certificateholders. The Certificate Insurer shall purchase such delinquent
Mortgage Loan at a price equal to the Purchase Price of such Mortgage Loan.
Any
such purchase of a Mortgage Loan pursuant to this Section 3.16(c)(i) shall
be
accomplished by remittance to the Servicer for deposit in the Collection
Account
of the amount of the Purchase Price. The Trustee shall immediately effectuate
the conveyance of such delinquent Mortgage Loan to the Certificate Insurer
to
the extent necessary, including the prompt delivery of all documentation
to the
Certificate Insurer.
(ii) If
the
Servicer Optional Purchase Delinquency Trigger has been met, the Servicer
may
with the consent of the Certificate Insurer, at its option, purchase a Mortgage
Loan which has become 90 or more days delinquent or for which the Servicer
has
accepted a deed in lieu of foreclosure. Prior to purchase pursuant to this
Section 3.16(c)(ii), the Servicer shall be required to continue to make Advances
pursuant to Section 4.04. The Servicer shall purchase such delinquent Mortgage
Loan at a price equal to the Purchase Price of such Mortgage Loan. Any such
purchase of a Mortgage Loan pursuant to this Section 3.16(c)(ii) shall be
accomplished by deposit in the Collection Account of the amount of the Purchase
Price. The Trustee shall immediately effectuate the conveyance of such
delinquent Mortgage Loan to the Servicer to the extent necessary, including
the
prompt delivery of all documentation to the Servicer.
Notwithstanding
the foregoing: (A) the Servicer shall have the option to purchase pursuant
to
this Section 3.16(c)(ii) only such delinquent Mortgage Loans having an aggregate
Stated Principal Balance such that, if such delinquent Mortgage Loans were
not
in the Trust, the Servicer Optional Purchase Delinquency Trigger would not
be
met; (B) if the Servicer purchases any delinquent Mortgage Loans pursuant
to
this Section 3.16(c)(ii), it must purchase Mortgage Loans that are delinquent
the greatest number of days before it may purchase any that are delinquent
any
fewer number of days; (C) if the Servicer purchases some but not all Mortgage
Loans that are delinquent any given number of days, it must purchase Mortgage
Loans having the same delinquency status in the order of lowest Stated Principal
Balance to highest Stated Principal Balance; (D) the Servicer may at any
time
relinquish its rights to purchase delinquent Mortgage Loans pursuant to this
Section 3.16(C)(ii) in writing delivered to the Trustee and the Certificate
Insurer, and from and after the taking of such action by the Servicer, the
provisions of this Section 3.16(c)(ii) shall no longer be of any force or
effect.
(d) Proceeds
received in connection with any Final Recovery Determination, as well as
any
recovery resulting from a partial collection of Insurance Proceeds, Liquidation
Proceeds or condemnation proceeds, in respect of any Mortgage Loan, will
be
applied in the following order of priority: first,
to
unpaid Servicing Fees; second,
to
reimburse the Servicer or any Sub-Servicer for any related unreimbursed
Servicing Advances pursuant to Section 3.11(iii) and Advances pursuant to
Section 3.11(ii); third,
to
accrued and unpaid interest on the Mortgage Loan, to the date of the Final
Recovery Determination, or to the Due Date prior to the Distribution Date
on
which such amounts are to be distributed if not in connection with a Final
Recovery Determination; and fourth,
as a
recovery of principal of the Mortgage Loan. The portion of the recovery so
allocated to unpaid Servicing Fees shall be reimbursed to the Servicer or
any
Sub-Servicer pursuant to Section 3.11(iii).
| SECTION 3.17. |
Trustee
to Cooperate; Release of Mortgage
Files.
|
(a) Upon
the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full shall be escrowed in a manner customary
for
such purposes, the Servicer shall deliver to the Custodian on behalf of the
Trustee, in written (with two executed copies) or electronic format, a Request
for Release in the form of Exhibit E (which certification shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.10 have been or will be so deposited)
signed by a Servicing Officer (or in a mutually agreeable electronic format
that
will, in lieu of a signature on its face, originate from a Servicing Officer)
and shall request delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Custodian on behalf of the Trustee shall,
within
three Business Days, release and send by overnight mail, at the expense of
the
Servicer, the related Mortgage File to the Servicer. No expenses incurred
in
connection with any instrument of satisfaction or deed of reconveyance shall
be
chargeable to the Collection Account or the Distribution Account.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any insurance policy
relating to the Mortgage Loans, the Custodian shall, upon any request made
by or
on behalf of the Servicer and delivery to the Trustee and Custodian, in written
(with two executed copies) or electronic format, of a Request for Release
in the
form of Exhibit E signed by a Servicing Officer (or in a mutually agreeable
electronic format that will, in lieu of a signature on its face, originate
from
a Servicing Officer), release the related Mortgage File to the Servicer within
three Business Days, and the Trustee shall, at the direction of the Servicer,
execute such documents as shall be necessary to the prosecution of any such
proceedings. Such Request for Release shall obligate the Servicer to return
each
and every document previously requested from the Mortgage File to the Custodian
when the need therefor by the Servicer no longer exists, unless the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Collection Account or 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, or caused to
be
delivered, to the Trustee and Custodian an additional Request for Release
certifying as to such liquidation or action or proceedings. Upon the request
of
the Trustee, Custodian or the Certificate Insurer, the Servicer shall provide
notice to the Trustee and the Certificate Insurer of 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. Upon receipt of a Request for Release,
in
written (with two executed copies) or electronic format, from a Servicing
Officer stating that such Mortgage Loan was liquidated and that all amounts
received or to be received in connection with such liquidation that are required
to be deposited into the Collection Account have been so deposited, or that
such
Mortgage Loan has become an REO Property, such Mortgage Loan shall be released
by the Custodian to the Servicer or its designee.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute and
deliver to the Servicer or the Sub-Servicer, as the case may be, and upon
the
request of the Certificate Insurer the Servicer shall deliver or cause to
be
delivered to the Certificate Insurer copies of, any court pleadings, requests
for trustee’s sale or other documents necessary to the foreclosure or trustee’s
sale in respect of a Mortgaged Property or to any legal action brought to
obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
a
deficiency judgment, or to enforce any other remedies or rights provided
by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each
such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except
for the termination of such a lien upon completion of the foreclosure or
trustee’s sale.
| SECTION 3.18. |
Servicing
Compensation.
|
As
compensation for the activities of the Servicer hereunder, the Servicer shall
be
entitled to the Servicing Fee with respect to each Mortgage Loan payable
solely
from payments of interest in respect of such Mortgage Loan, subject to Section
3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing
Fees out of Insurance Proceeds, Liquidation Proceeds or condemnation proceeds
to
the extent permitted by Section 3.11(iii) and out of amounts derived from
the
operation and sale of an REO Property to the extent permitted by Section
3.23.
Except as provided in Section 3.29, the right to receive the Servicing Fee
may
not be transferred in whole or in part except in connection with the transfer
of
all of the Servicer’s responsibilities and obligations under this Agreement;
provided,
however,
that
the Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer
pursuant to a Sub-Servicing Agreement entered into under Section
3.02.
Additional
servicing compensation in the form of assumption fees, late payment charges,
insufficient funds charges, ancillary income or otherwise (other than Prepayment
Charges) shall be retained by the Servicer only to the extent such fees or
charges are received by the Servicer. The Servicer shall also be entitled
pursuant to Section 3.11(iv) to withdraw from the Collection Account and
pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits therein,
subject to Section 3.12 and Section 3.24. The Servicer shall be required
to pay
all expenses incurred by it in connection with its servicing activities
hereunder (including premiums for the insurance required by Section 3.14,
to the
extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer
and servicing compensation of each Sub-Servicer) and shall not be entitled
to
reimbursement therefor except as specifically provided herein.
The
Servicer shall be entitled to any Prepayment Interest Excess, which it may
withdraw from the Collection Account pursuant to Section 3.11(ix).
| SECTION 3.19. |
Reports
to the Trust Administrator and the Certificate Insurer; Collection
Account
Statements.
|
Not
later
than ten days after each Distribution Date, the Servicer shall forward to
the
Certificate Insurer and, upon request, to the Trust Administrator, the Master
Servicer and the Depositor the most current available bank statement for
the
Collection Account. Copies of such statement shall be provided by the Trust
Administrator to any Certificateholder and to any Person identified to the
Trust
Administrator as a prospective transferee of a Certificate, upon request
at the
expense of the requesting party, provided such statement is delivered by
the
Servicer to the Trust Administrator.
| SECTION 3.20. |
Statement
as to Compliance.
|
Each
of
the Servicer, the Master Servicer and the Trust Administrator shall deliver
(or
otherwise make available) (and each of the Servicer, the Master Servicer
and the
Trust Administrator shall cause any Servicing Function Participant engaged
by it
to deliver) to the Depositor and the Certificate Insurer, not later than
March
15th
of each
calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement
of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of such party during the preceding calendar year, or portion therof,
and of performance under this Agreement or other applicable agreement has
been
made under such officers’ supervision and (ii) to the best of such officers’
knowledge, based on such review, such party has fulfilled all of its obligations
under this Agreement or other applicable agreement in the case of a Servicing
Function Participant in all material respects throughout such year, or portion
thereof, 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. Each such Annual Statement
of
Compliance shall contain no restrictions or limitations on its use.
The
Servicer, the Trust Administrator and the Master Servicer shall deliver a
similar Annual Statement of Compliance by any Sub-Servicer, subcontractor
or
other Person engaged by it and satisfying any of the criteria set forth in
Item
1108(a)(2)(i) - (iii) of Regulation AB with respect to the Mortgage Loans,
to
the Depositor, the Trust Administrator and the Certificate Insurer as described
above as and when required with respect to the Servicer.
In
the
event the Servicer, the Trust Administrator or the Master Servicer is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide,
and shall use its reasonable efforts to cause any Sub-Servicer, subcontractor
or
other Person engaged by it and satisfying any of the criteria set forth in
Item
1108(a)(2)(i) - (iii) of Regulation AB with respect to the Mortgage Loans
that
resigns or is terminated under any applicable agreement to provide, an Annual
Statement of Compliance pursuant to this Section 3.20 with respect to the
period
of time that such party was subject to this Agreement or such other agreement,
as applicable.
For
so
long as a Form 10-K is required to be filed with respect to the Trust for
the
preceding calendar year, failure by the Servicer to timely comply with this
Section 3.20 shall be deemed a Servicer Event of Termination, and the Master
Servicer may (with the consent of the Depositor and the Certificate Insurer),
in
addition to whatever rights the Master Servicer may have under this Agreement
and at law or in equity, 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 supersede
any other provision in this Agreement or any other agreement to the
contrary.
Each
of
the Servicer, the Master Servicer and the Trust Administrator (each, an
“Indemnifying Party”) shall indemnify and hold harmless the Depositor, the
Master Servicer, the Servicer, the Trust Administrator and their officers,
directors and Affiliates, as applicable, from and against any actual losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses that such Person may
sustain based upon a breach of the obligations of such Indemnifying Party
under
this Section 3.20.
| SECTION 3.21. |
Assessment
of Compliance and Attestation
Report.
|
Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB,
the Servicer, the Master Servicer, the Trust Administrator and the Custodian
shall deliver (or otherwise make available if notice of such other means
of
delivery is provided) and each such party shall cause any Servicing Function
Participant engaged by it to deliver to the Trust Administrator, the Depositor
and the Certificate Insurer on or before March 15th
of each
calendar year beginning in 2008, a report regarding such party’s assessment of
compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria
(as set forth in Exhibit S hereto) during the preceding calendar year. As
set
forth in Regulation AB, the Assessment of Compliance must contain the
following:
(a) A
statement by such officer of its responsibility for assessing compliance
with
the Relevant Servicing Criteria applicable to such party;
(b) A
statement by such officer that such officer used the Relevant Servicing
Criteria, and which will also be attached to the Assessment of Compliance,
to
assess compliance with the Relevant Servicing Criteria applicable to such
party;
(c) An
assessment by such officer of such party’s compliance with the applicable
Relevant 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 and a discussion of the nature and status
of
each such failure, which assessment shall be based on the activities it performs
with respect to asset-backed securities transactions taken as a whole involving
such 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 such party’s Assessment of Compliance with the Relevant Servicing
Criteria for the period consisting of the preceding calendar year;
and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
the Servicer, the Master Servicer, the Trust Administrator or the Custodian,
as
applicable, which statement shall be based on the activities it performs
with
respect to asset-backed securities transactions taken as a whole involving
the
Servicer, that are backed by the same asset type as the Mortgage
Loans.
In
the
event the Servicer, the Master Servicer or the Trust Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide,
and each such party shall cause each Sub-Servicer and subcontractor engaged
by
it and determined to be a Servicing Function Participant that resigns or
is
terminated under any applicable agreement to provide, an annual Assessment
of
Compliance pursuant to this Section 3.21, coupled with an attestation as
required hereunder with respect to the period of time that such party was
subject to this Agreement or the period of time such party was subject to
such
other agreement.
Such
report at a minimum shall address each of the Relevant Servicing Criteria
specified on Exhibit S hereto which are indicated as applicable to the Servicer,
the Master Servicer or the Trust Administrator.
On
or
before March 15th
of each
calendar year beginning in 2008, the Servicer, the Master Servicer, the Trust
Administrator and the Custodian, each at its own expense, shall cause, and
each
party shall cause any Servicing Function Participant engaged by it to cause
a
registered public accounting firm to furnish to the Trust Administrator,
the
Depositor and the Certificate Insurer a report (an “Attestation Report”) by such
registered public accounting firm that attests to, and reports on, the
Assessment of Compliance made by such 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, the Master Servicer and the Trust Administrator shall cause any
Sub-Servicer and each subcontractor engaged by it and determined to be a
Servicing Function Participant within the meaning of Item 1122 of Regulation
AB,
to deliver to the Trust Administrator, the Depositor and the Certificate
Insurer
an Assessment of Compliance and Attestation Report as and when provided above
setting forth the Servicing Criteria addressed in such assessment.
Such
Assessment of Compliance, as to each Sub-Servicer and subcontractor determined
to be a Servicing Function Participant, shall address each of the Servicing
Criteria applicable to it, as specified on Exhibit S hereto. The Trust
Administrator shall confirm that the assessments, taken individually, address
the Servicing Criteria for each attesting party as set forth on Exhibit S
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.
Promptly
after receipt of each such assessment of compliance and attestation report,
the
Trust Administrator shall confirm that each assessment submitted pursuant
to
this Section 3.21 is coupled with an attestation meeting the requirements
of
this Section and notify the Depositor of any exceptions.
In
the
event the Servicer, the Trust Administrator, the Master Servicer, the Custodian,
or any Sub-servicer or subcontractor determined to be a Servicing Function
Participant in the servicing function” within the meaning of Item 1122 of
Regulation AB engaged by any such party, is terminated, assigns its rights
and
duties under, or resigns pursuant to the terms of, this Agreement, or any
applicable custodial agreement, or sub-servicing agreement, as the case may
be,
such party shall cause a registered public accounting firm to provide an
attestation pursuant to this Section 3.21, or such other applicable agreement,
notwithstanding any such termination, assignment or resignation.
For
so
long as a Form 10-K is required to be filed with respect to the Trust for
the
preceding calendar year, failure of the Servicer to comply with this Section
3.21 shall be deemed a Servicer Event of Termination, and the Master Servicer
may (with the consent of the Depositor and the Certificate Insurer), in addition
to whatever rights the Master Servicer may have under this Agreement and
at law
or in equity, including injunctive relief and specific performance,
give
notice to Certificateholders that they have ten Business Days to object.
If no
such objection is received, the Master Servicer shall
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 supersede any
other
provision in this Agreement or any other agreement to the contrary.
| SECTION 3.22. |
Access
to Certain Documentation.
|
The
Servicer shall provide to the Office of Thrift Supervision, the FDIC, and
any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder or Certificate Owner, access
to
the documentation regarding the Mortgage Loans required by applicable laws
and
regulations. Such access shall be afforded without charge, but only upon
reasonable request and during normal business hours at the offices of the
Servicer designated by it. In addition, access to the documentation regarding
the Mortgage Loans will be provided to any Certificateholder or Certificate
Owner, the Trustee, the Trust Administrator, the Master Servicer, the
Certificate Insurer, the Pool Insurer and to any Person identified to the
Servicer as a prospective transferee of a Certificate, upon reasonable request
during normal business hours at the offices of the Servicer designated by
it at
the expense of the Person requesting such access.
| SECTION 3.23. |
Title,
Management and Disposition of REO
Property.
|
(a) The
deed
or certificate of sale of any REO Property shall be taken in the name of
the
Trustee, or its nominee, in trust for the benefit of the Certificateholders
and
the Certificate Insurer. The Servicer, on behalf of REMIC 2, shall sell any
REO
Property as soon as practical and in any event no later than the end of the
third full taxable year after the taxable year in which such REMIC acquires
ownership of such REO Property for purposes of Section 860G(a)(8) of the
Code or
request from the Internal Revenue Service, no later than 60 days before the
day
on which the three-year grace period would otherwise expire, an extension
of
such three-year period, unless the Servicer shall have delivered to the Trustee,
the Depositor, the Trust Administrator, the Master Servicer and the Certificate
Insurer an Opinion of Counsel acceptable to the Certificate Insurer and
addressed to the Trustee, the Certificate Insurer, the Trust Administrator,
the
Master Servicer and the Depositor, to the effect that the holding by the
REMIC
of such REO Property subsequent to three years after its acquisition will
not
result in the imposition on the REMIC of taxes on “prohibited transactions”
thereof, as defined in Section 860F of the Code, or cause any of the REMICs
created hereunder to fail to qualify as a REMIC under Federal law at any
time
that any Certificates are outstanding. The Servicer shall manage, conserve,
protect and operate each REO Property for the Certificateholders and the
Certificate Insurer solely for the purpose of its prompt disposition and
sale in
a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any of the REMICs created hereunder of any “income from
non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code,
or any “net income from foreclosure property” which is subject to taxation under
the REMIC Provisions.
(b) The
Servicer shall separately account for all funds collected and received in
connection with the operation of any REO Property and shall establish and
maintain, or cause to be established and maintained, with respect to REO
Properties an account held in trust for the Trustee for the benefit of the
Certificateholders and the Certificate Insurer (the “REO Account”), which shall
be an Eligible Account. The Servicer shall be permitted to allow the Collection
Account to serve as the REO Account, subject to separate ledgers for each
REO
Property. The Servicer shall be entitled to retain or withdraw any interest
income paid on funds deposited in the REO Account.
(c) The
Servicer shall have full power and authority, subject only to the specific
requirements and prohibitions of this Agreement, to do any and all things
in
connection with any REO Property as are consistent with the manner in which
the
Servicer manages and operates similar property owned by the Servicer or any
of
its Affiliates, all on such terms and for such period (subject to the
requirement of prompt disposition set forth in Section 3.23(a)) as the Servicer
deems to be in the best interests of Certificateholders and the Certificate
Insurer. In connection therewith, the Servicer shall deposit, or cause to
be
deposited in the clearing account in which it customarily deposits payments
and
collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than one Business Day after
the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account,
in no event more than two Business Days after the Servicer’s receipt thereof,
all revenues received by it with respect to an REO Property and shall withdraw
therefrom funds necessary for the proper operation, management and maintenance
of such REO Property including, without limitation:
(i) all
insurance premiums due and payable in respect of such REO Property;
(ii) all
real
estate taxes and assessments in respect of such REO Property that may result
in
the imposition of a lien thereon; and
(iii) all
costs
and expenses necessary to maintain such REO Property.
To
the
extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Servicer shall advance
from
its own funds such amount as is necessary for such purposes if, but only
if, the
Servicer would make such advances if the Servicer owned the REO Property
and if
in the Servicer’s judgment, the payment of such amounts will be recoverable from
the rental or sale of the REO Property.
Notwithstanding
the foregoing, neither the Servicer nor the Trustee shall:
(A) authorize
the Trust Fund to enter into, renew or extend any New Lease with respect
to any
REO Property, if the New Lease by its terms will give rise to any income
that
does not constitute Rents from Real Property;
(B) authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
(C) authorize
any construction on any REO Property, other than the completion of a building
or
other improvement thereon, and then only if more than ten percent of the
construction of such building or other improvement was completed before default
on the related Mortgage Loan became imminent, all within the meaning of Section
856(e)(4)(B) of the Code; or
(D) authorize
any Person to Directly Operate any REO Property on any date more than 90
days
after its date of acquisition by the Trust Fund;
unless,
in any such case, the Servicer has obtained an Opinion of Counsel, provided
to
the Trustee, the Trust Administrator, the Master Servicer and the Certificate
Insurer, to the effect that such action will not cause such REO Property
to fail
to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the REMIC, in which case the Servicer
may take such actions as are specified in such Opinion of Counsel.
The
Servicer may contract with any Independent Contractor for the operation and
management of any REO Property, provided that:
(1) the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(2) any
such
contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection
with
the operation and management of such REO Property, including those listed
above
and remit all related revenues (net of such costs and expenses) to the Servicer
as soon as practicable, but in no event later than thirty days following
the
receipt thereof by such Independent Contractor;
(3) none
of
the provisions of this Section 3.23(c) relating to any such contract or to
actions taken through any such Independent Contractor shall be deemed to
relieve
the Servicer of any of its duties and obligations to the Trustee on behalf
of
the Certificateholders and the Certificate Insurer with respect to the operation
and management of any such REO Property; and
(4) the
Servicer shall be obligated with respect thereto to the same extent as if
it
alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees owed by
it to
any such Independent Contractor, irrespective of whether the Servicer’s
compensation pursuant to Section 3.18 is sufficient to pay such fees;
provided,
however,
that to
the extent that any payments made by such Independent Contractor would
constitute Servicing Advances if made by the Servicer, such amounts shall
be
reimbursable as Servicing Advances made by the Servicer.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Servicer
may
from time to time make withdrawals from the REO Account for any REO Property:
(i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of
the
related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
unreimbursed Servicing Advances and Advances made in respect of such REO
Property or the related Mortgage Loan. On the Servicer Remittance Date, the
Servicer shall withdraw from each REO Account maintained by it and remit
to the
Trust Administrator for deposit into the Distribution Account in accordance
with
Section 3.10(d)(ii), for distribution on the related Distribution Date in
accordance with Section 4.01, the income from the related REO Property received
during the related Prepayment Period, net of any withdrawals made pursuant
to
Section 3.23(c) or this Section 3.23(d).
(e) Subject
to the time constraints set forth in Section 3.23(a), each REO Disposition
shall
be carried out by the Servicer in a manner, at such price and upon such terms
and conditions as shall be in conformity with the requirements of the Loss
Mitigation Procedures and as shall be normal and usual in its Servicing
Standard.
(f) The
proceeds from the REO Disposition, net of any amount required by law to be
remitted to the Mortgagor under the related Mortgage Loan and net of any
payment
or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
be
remitted to the Trust Administrator and deposited in the Distribution Account
in
accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the
month
following the receipt thereof for distribution on the related Distribution
Date
in accordance with Section 4.01. Any REO Disposition shall be for cash only
(unless changes in the REMIC Provisions made subsequent to the Startup Day
allow
a sale for other consideration).
(g) The
Servicer shall file information returns with respect to the receipt of mortgage
interest received in a trade or business, reports of foreclosures and
abandonments of any Mortgaged Property and cancellation of indebtedness income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J
and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.
| SECTION 3.24. |
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
Not
later
than 1:00 p.m. New York time on each Servicer Remittance Date, the Servicer
shall remit to the Distribution Account an amount (“Compensating Interest”)
equal to the lesser of (A) the aggregate of the Prepayment Interest Shortfalls
for the related Distribution Date and (B) its aggregate Servicing Fee for
the
related Due Period and any Prepayment Interest Excess for the related
Distribution Date. The Servicer shall not have the right to reimbursement
for
any amounts remitted to the Trust Administrator in respect of Compensating
Interest. Such amounts so remitted shall be included in the Available Funds
and
distributed therewith on the next Distribution Date. The Servicer shall not
be
obligated to pay Compensating Interest with respect to Relief Act Interest
Shortfalls.
| SECTION 3.25. |
Reports
Filed with Securities and Exchange
Commission.
|
(a) (i) Within
15 days after each
Distribution Date (subject to permitted extensions under the Exchange Act),
the
Trust Administrator shall, on behalf of the Trust and in accordance with
industry standards, prepare and file with the Commission via the Electronic
Data
Gathering and Retrieval System (“XXXXX”), the report on Form 10-D, signed by the
Depositor, with a copy of the Monthly Statement to be furnished by the Trust
Administrator to the Certificateholders and the Certificate Insurer for such
Distribution Date and such other information required to be reported by the
Trust on Form 10-D as set forth in this Section 3.25; provided that the Trust
Administrator shall have received no later than 5 calendar days after the
related Distribution Date, all information required to be provided to the
Trust
Administrator 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, pursuant to the paragraph immediately
below, be reported to the Depositor, and the Trust Administrator by the parties
set forth on Exhibit T, approved by the Depositor, and the Trust Administrator
will have no duty or liability for any failure hereunder to determine or
prepare
any Additional Form 10-D Disclosure information absent such reporting, direction
and approval.
(ii) Within
5
calendar days after the related Distribution Date, (i) the parties set forth
in
Exhibit T shall be required to provide, pursuant to Section 3.25(a)(v) below,
to
the Trust Administrator (at ,
with a
copy by facsimile to 410-715-2380) and the Depositor, to the extent known,
in
XXXXX-compatible format, or in such other format as otherwise agreed upon
by the
Trust Administrator and such party, the form and substance of any Additional
Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit T
hereto
shall include with such Additional Form 10-D Disclosure, an Additional
Disclosure Notification in the form attached hereto as Exhibit U, and (iii)
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
Trust
Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit T of their duties under this
paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information. The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Trust Administrator
in
connection with including any Additional Form 10-D Disclosure on Form 10-D
pursuant to this Section.
After
preparing the Form 10-D, the Trust Administrator shall forward electronically
a
draft copy of the Form 10-D to the Depositor for review (provided that such
Form
10-D includes any Additional Form 10-D Disclosure) and execution. Within
two
Business Days after receipt of such copy, but no later than the 12th
calendar
day after the Distribution Date, the Depositor shall notify the Trust
Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 10-D. A duly authorized representative of the
Depositor shall sign the Form 10-D no later than the close of business on
the
13th
calendar
day after the Distribution Date 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 Trust Administrator. If a Form 10-D cannot be filed on time
or if a
previously filed Form 10-D needs to be amended, the Trust Administrator will
follow the procedures set forth in Section 3.25(a)(vi). Promptly (but no
later
than 1 Business Day) after filing with the Commission, the Trust Administrator
will make available on its internet website a final executed copy of each
Form
10-D prepared and filed by the Trust Administrator. 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 Trust
Administrator 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 Trust Administrator in writing,
no later than the fifth calendar day after the related Distribution Date
with
respect to the filing of a report on Form 10-D, if the answer to the questions
should be “no.” The Trust Administrator shall be entitled to rely on such
representations in preparing and/or filing any such Form 10-D. The parties
to
this Agreement acknowledge that the performance by the Trust Administrator
of
its duties under Sections 3.25(a)(i) and (vi) related to the timely preparation,
arrangement for 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 Trust Administrator shall have no liability
for
any loss, expense, damage or claim arising out of or with respect to any
failure
to properly prepare and/or timely file such Form 10-D, where such failure
results from the Trust Administrator’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 Trust
Administrator shall prepare and file on behalf of the Trust a 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, pursuant to the
paragraph immediately below, be reported to the Depositor and the Trust
Administrator by the parties set forth on Exhibit T, approved by the Depositor,
and the Trust Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Disclosure Information absent
such reporting, direction and approval.
For
so
long as the Trust is subject to the Exchange Act reporting requirements,
no
later than 12:00 noon New York City time on the 2nd Business Day after the
occurrence of a Reportable Event (i) the parties set forth in Exhibit T shall
be
required pursuant to Section 3.25(a)(v) below to provide to the Trust
Administrator (at ,
with a
copy by facsimile to 410-715-2380) and the Depositor, to the extent known,
in
XXXXX-compatible format, or in such other format as otherwise agreed upon
by the
Trust Administrator and such party, the form and substance of any Form 8-K
Disclosure Information, if applicable, (ii) the parties listed on Exhibit
T
hereto shall include with such Form 8-K Disclosure Information, an Additional
Disclosure Notification in the form attached hereto as Exhibit U, and (iii)
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
Trust
Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit T of their duties under this
paragraph or proactively solicit or procure from such parties any Form 8-K
Disclosure Information. The Depositor will be responsible for any reasonable
fees and expenses assessed or incurred by the Trust Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to
this
Section.
After
preparing the Form 8-K, the Trust Administrator shall forward electronically
a
draft copy of the Form 8-K to the Depositor for review. No later than the
close
of business on the third Business Day after the Reportable Event, the Depositor
shall notify the Trust Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 8-K. A duly
authorized representative of the Depositor shall sign the Form 8-K by noon
on
the 4th
Business
Day after the Reportable Event 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 Trust Administrator. If a Form 8-K cannot be filed on time or
if a
previously filed Form 8-K needs to be amended, the Trust Administrator will
follow the procedures set forth in Section 3.25(a)(vi). Promptly (but no
later
than 1 Business Day) after filing with the Commission, the Trust Administrator
will make available on its internet website a final executed copy of each
Form
8-K prepared and filed by the Trust Administrator. The parties to this Agreement
acknowledge that the performance by the Trust Administrator of its duties
under
this Section 3.25(a)(iii) related to the timely preparation, arrangement
for
execution and filing of Form 8-K is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under
this
Section 3.25(a)(iii). The Trust Administrator 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 8-K, where such failure results
from the Trust Administrator’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)
On or
before 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 Trust Administrator 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 Trust Administrator within
the applicable time frames set forth in this Agreement, (I) the annual
compliance statements required under Section 3.20, (II)(A) the annual reports
on
assessment of compliance with Servicing Criteria required under Section 3.21,
and (B) any such report on assessment of compliance with servicing criteria
described under Section 3.21 identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such report
on
assessment of compliance with Servicing Criteria described under Section
3.21 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 reports required under Section
3.21, and (B) if any registered public accounting firm attestation report
described under Section 3.21 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 3.25 (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, pursuant to the paragraph immediately below, be reported by the parties
set forth on Exhibit T, approved by the Depositor, and the Trust Administrator
will have no duty or liability for any failure hereunder to determine or
prepare
any Additional Form 10-K Disclosure absent such reporting, direction and
approval.
No
later
than March 1 (with a 10 calendar day cure period) of each year that the Trust
is
subject to the Exchange Act reporting requirements, commencing in 2008, (i)
the
parties set forth in Exhibit T shall be required to provide pursuant to Section
3.25(a)(v) below to the Trust Administrator (at ,
with a
copy by facsimile to 410-715-2380) and the Depositor, to the extent known,
in
XXXXX-compatible format, or in such other format as otherwise agreed upon
by the
Trust Administrator and such party, the form and substance of any Additional
Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit T
hereto
shall include with such Additional Form 10-K Disclosure, an Additional
Disclosure Notification in the form attached hereto as Exhibit U, and (iii)
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
Trust
Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit T of their duties under this
paragraph or proactively solicit or procure from such parties any Form 10-K
Disclosure Information. The Depositor will be responsible for any reasonable
fees and expenses assessed or incurred by the Trust Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant
to this
Section.
After
preparing the Form 10-K, the Trust Administrator shall forward electronically
a
draft copy of the Form 10-K to the Depositor for review. Within three (3)
Business Days after receipt of such copy, but no later than March 25th,
the
Depositor shall notify the Trust Administrator of any changes to or approval
of
such Form 10-K. The Depositor shall cause a senior officer of the Depositor
to
sign the Form 10-K no later than four (4) Business Days prior to the 10-K
Filing
Deadline 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 Trust
Administrator. If a Form 10-K cannot be filed on time or if a previously
filed
Form 10-K needs to be amended, the Trust Administrator will follow the
procedures set forth in Section 3.25(a)(vi). Promptly (but no later than
1
Business Day) after filing with the Commission, the Trust Administrator will
make available on its internet website a final executed copy of each Form
10-K
prepared and filed by the Trust Administrator. 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 Trust Administrator
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 Trust Administrator in writing, no later
than the 15th calendar day of March in any year in which the Trust is subject
to
the reporting requirements of the Exchange Act, if the answer to the questions
should be “no.” The Trust Administrator shall be entitled to rely on such
representations in preparing and/or filing any such Form 10-K. The parties
to
this Agreement acknowledge that the performance by the Trust Administrator
of
its duties under Sections 3.25(a)(iv) and (vi) 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 3.20 and Section 3.21. The Trust Administrator shall have no liability
for any loss, expense, damage or 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 Trust Administrator’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.
Each
Form
10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”), exactly
as set forth in Exhibit R-1 attached hereto, required to be included therewith
pursuant to the Xxxxxxxx-Xxxxx Act. The Trust Administrator shall provide
to the
Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by
March 15th
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 forms attached hereto as
Exhibit R-2 and Exhibit R-3, 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
Depositor shall serve as the Certifying Person on behalf of the Trust. In
the
event the Trust Administrator is terminated or resigns pursuant to the terms
of
this Agreement, the Trust Administrator shall provide a Back-Up Certification
to
the Certifying Person pursuant to this Section 3.25(a)(iv) with respect to
the
period of time it was subject to this Agreement.
(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, the Trust Administrator’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 T as the
Obligor
for providing that information, if other than the Trust Administrator, as
and
when required as described in Section 3.25(a)(i) through (iv) above. Each
of the
Servicer, the Seller and Depositor hereby agree to notify and provide to
the
extent known to the Trust Administrator and the Depositor all Additional
Disclosure relating to the Trust Fund, with respect to which such party is
indicated in Exhibit T as the Obligor for providing that information. The
Swap
Provider will be obligated pursuant to the Interest Rate Swap Agreement to
provide to the Trust Administrator any information that may be required to
be
included in any Form 10-D, Form 8-K or Form 10-K. The Servicer shall be
responsible for determining the pool concentration applicable to any
Sub-Servicer or originator at any time, for purposes of disclosure as required
by Items 1117 and 1119 of Regulation AB.
(vi) On
or
prior to January 30 of the first year in which the Trust Administrator is
able
to do so under applicable law, the Trust Administrator shall prepare and
file a
Form 15 Suspension Notification relating to the automatic suspension of
reporting in respect of the Trust under the Exchange Act.
In
the
event that the Trust Administrator is unable to timely file with the Commission
all or any required portion of any Form 8-K, Form 10-D or Form 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 Trust Administrator will promptly
notify the Depositor. In the case of Form 10-D and Form 10-K, the Depositor,
Servicer, Master Servicer and Trust Administrator will cooperate to prepare
and
file a Form 12b-25, a Form 10-D/A and a Form 10-K/A as applicable, pursuant
to
Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Trust
Administrator 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, Form 10-D or Form 10-K needs to be amended in connection with any
Additional Form 10-D Disclosure (other than, in the case of Form 10-D, for
the
purpose of restating any Monthly Statement), Additional Form 10-K Disclosure
or
Form 8-K Disclosure Information, the Trust Administrator will notify the
Depositor and the Servicer and such parties will cooperate to prepare any
necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25
or
any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by a duly
authorized representative or senior officer in charge of securitization,
as
applicable, of the Depositor. The Depositor, the Master Servicer and Servicer
acknowledge that the performance by the Trust Administrator of its duties
under
this Section 3.25(a)(vi) related to the timely preparation, arrangement for
execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K,
Form 10-D or Form 10-K is contingent upon the Servicer, the Master Servicer
and
the Depositor performing their duties under this Section. The Trust
Administrator shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, arrange
for
execution and/or timely file any such Form 15, Form 12b-25 or any amendments
to
Forms 8-K, Form 10-D or Form 10-K, where such failure results from the Trust
Administrator’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, Form 10-D
or
Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.
The
Depositor agrees to promptly furnish to the Trust Administrator, from time
to
time upon request, such further information, reports and financial statements
within its control related to this Agreement, the Mortgage Loans as the Trust
Administrator reasonably deems appropriate to prepare and file all necessary
reports with the Commission. The Trust Administrator shall have no
responsibility to file any items other than those specified in this Section
3.25; provided, however, the Trust Administrator 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 Trust Administrator in connection with this Section 3.25
shall
not be reimbursable from the Trust Fund.
(b) (i)
In
connection with the filing of any Form 10-K hereunder, the Trust Administrator
shall sign a certification (a “Form of Back-Up Certification for Form 10-K
Certificate,” substantially in the form attached hereto as Exhibit R-2) for the
Depositor regarding certain aspects of the Form 10-K certification signed
by the
Depositor, provided, however, that the Trust Administrator shall not be required
to undertake an analysis of any accountant’s report attached as an exhibit to
the Form 10-K.
(c) (ii)
In
connection with the filing of any Form 10-K hereunder, the Master Servicer
shall
sign a certification (a “Form of Back-Up Certification for Form 10-K
Certificate,” substantially in the form attached hereto as Exhibit R-3) for the
Depositor regarding certain aspects of the Form 10-K certification signed
by the
Depositor, provided, however, that the Master Servicer shall not be required
to
undertake an analysis of any accountant’s report attached as an exhibit to the
Form 10-K.
(d) The
Trust
Administrator shall indemnify and hold harmless the Depositor and its officers,
directors and affiliates from and against any losses, damages, penalties,
fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (i) a breach of
the
Trust Administrator’s obligations under this Section 3.25 or the Trust
Administrator’s negligence, bad faith or willful misconduct in connection
therewith and (ii) any material misstatement or omission in the Annual Statement
of Compliance delivered by the Trust Administrator pursuant to Section 3.20
or
the Assessment of Compliance delivered by the Trust Administrator pursuant
to
Section 3.21.
The
Depositor shall indemnify and hold harmless the Trust Administrator, the
Master
Servicer and the Custodian and the officers, directors and affiliates of
each
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 this Section 3.25.
The
Servicer shall indemnify and hold harmless the Trust Administrator, the Master
Servicer and the Custodian and the respective officers, directors and affiliates
of each from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses arising out of or based upon (i) a breach of the obligations
of the
Servicer under this Section 3.25 and (ii) any material misstatement or omission
in the Annual Statement of Compliance delivered by the Servicer pursuant
to
Section 3.20 or the Assessment of Compliance delivered by the Servicer pursuant
to Section 3.21.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, the Trust Administrator, the Master Servicer, the
Servicer or the Custodian, as applicable, then the defaulting party, in
connection with a breach of its respective obligations under this Section
3.25,
agrees that it shall contribute to the amount paid or payable by each such
party
as a result of the losses, claims, damages or liabilities of such party in
such
proportion as is appropriate to reflect the relative fault of the defaulting
party on the one hand and each such non-defaulting party on the
other.
(e) Nothing
shall be construed from the foregoing subsections (a), (b) and (c) to require
the Trust Administrator or any officer, director or Affiliate thereof to
sign
any Form 10-K or any certification contained therein. Furthermore, the inability
of the Trust Administrator to file a Form 10-K as a result of the lack of
required information as set forth in Section 3.25(a) or required signatures
on
such Form 10-K or any certification contained therein shall not be regarded
as a
breach by the Trust Administrator of any obligation under this
Agreement.
(f) Notwithstanding
the provisions of Section 11.01, this Section 3.25 may be amended without
the
consent of the Certificateholders.
| SECTION 3.26. |
Obligations
of the Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
In
the
event that a shortfall in any collection on or liability with respect to
the
Mortgage Loans in the aggregate results from or is attributable to adjustments
to Mortgage Rates, Monthly Payments or Stated Principal Balances that were
made
by the Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Servicer, upon discovery or receipt
of
notice thereof, immediately shall deposit in the Collection Account from
its own
funds the amount of any such shortfall and shall indemnify and hold harmless
the
Trust Fund, the Trustee, the Trust Administrator, the Depositor, the Certificate
Insurer and any successor servicer in respect of any such liability. Such
indemnities shall survive the termination or discharge of this Agreement.
Notwithstanding the foregoing, this Section 3.26 shall not limit the ability
of
the Servicer to seek recovery of any such amounts from the related Mortgagor
under the terms of the related Mortgage Note, as permitted by law.
| SECTION 3.27. |
Solicitations.
|
From
and
after the Closing Date, the Servicer agrees that it will not take any action
or
permit or cause any action to be taken by any of its agents and Affiliates,
or
by any independent contractors or independent mortgage brokerage companies
on
the Servicer’s behalf, to personally, by telephone, mail or electronic mail,
solicit
the Mortgagor under any Mortgage Loan for the purpose of refinancing such
Mortgage Loan;
provided,
that
the Servicer may solicit any Mortgagor for whom the Servicer has received
a
request for verification of mortgage, a request for demand for payoff, a
mortgagor initiated written or verbal communication indicating a desire to
prepay the related Mortgage Loan, another mortgage company has pulled a credit
report on the mortgagor or the mortgagor initiates a title search; provided
further, it is understood and agreed that promotions undertaken by the Servicer
or any of its Affiliates which (i) concern optional insurance products or
other
additional products or (ii) are directed to the general public at large,
including, without limitation, mass mailings based on commercially acquired
mailing lists, newspaper, radio and television advertisements shall not
constitute solicitation under this Section, nor is the Servicer prohibited
from
responding to unsolicited requests or inquiries made by a Mortgagor or an
agent
of a Mortgagor. Furthermore, the Servicer shall be permitted to include in
its
monthly statements to borrowers or otherwise, statements regarding the
availability of the Servicer’s counseling services with respect to refinancing
mortgage loans.
Notwithstanding
the foregoing, and with respect to any Adjustable-Rate Mortgage Loan, the
Servicer may solicit the Mortgagor for the purpose of refinancing such Mortgage
Loan, beginning 60 days prior to the later of (i) the expiration of the related
Prepayment Charge term, if applicable and (ii) the expiration of any applicable
fixed-rate period.
| SECTION 3.28. |
Late
Remittance.
|
With
respect to any remittance received by the Master Servicer after the day on
which
such payment was due, the Servicer shall pay to the Master Servicer interest
on
any such late payment at an annual rate equal to the Prime Rate, adjusted
as of
the date of each change, plus three percentage points, but in no event greater
than the maximum amount permitted by applicable law. Such interest shall
be
deposited in the Distribution Account by the Servicer on the date such late
payment is made and shall cover the period commencing with the day such payment
was due and ending with the Business Day on which such payment is made, both
inclusive. Such interest shall be remitted along with the distribution payable
on the next succeeding Servicer Remittance Date. The payment by the Servicer
of
any such interest shall not be deemed an extension of time for payment or
a
waiver of any Servicer Event of Termination.
| SECTION 3.29. |
Advancing
Facility.
|
(a) The
Servicer, the Master Servicer and/or the Trust Administrator on behalf of
the
Trust Fund, in either case, with the consent of the Certificate Insurer and
the
Servicer in the case of the Master Servicer, is hereby authorized to enter
into
a facility (the “Advancing Facility”) with any Person which provides that such
Person (an “Advancing Person”) may fund Advances and/or Servicing Advances to
the Trust Fund under this Agreement, although no such facility shall reduce
or
otherwise affect the Servicer’s obligation to fund such Advances and/or
Servicing Advances. If the Servicer enters into such an Advancing Facility
pursuant to this Section 3.29, upon reasonable request of the Advancing Person,
the Trust Administrator shall execute a letter of acknowledgment, confirming
its
receipt of notice of the existence of such Advancing Facility. To the extent
that an Advancing Person funds any Advance or any Servicing Advance and provides
the Trust Administrator with notice acknowledged by the Servicer that such
Advancing Person is entitled to reimbursement, such Advancing Person shall
be
entitled to receive reimbursement pursuant to this Agreement for such amount
to
the extent provided in Section 3.29(b). Such notice from the Advancing Person
must specify the amount of the reimbursement, the Section of this Agreement
that
permits the applicable Advance or Servicing Advance to be reimbursed and
the
section(s) of the Advancing Facility that entitle the Advancing Person to
request reimbursement from the Trust Administrator, rather than the Servicer,
and include the Servicer’s acknowledgment thereto or proof of an Event of
Default under the Advancing Facility. The Trust Administrator shall have
no duty
or liability with respect to any calculation of any reimbursement to be paid
to
an Advancing Person and shall be entitled to rely without independent
investigation on the Advancing Person’s notice provided pursuant to this Section
3.29. An Advancing Person whose obligations hereunder are limited to the
funding
of Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Servicer or a Sub-Servicer pursuant to Section 6.06 hereof
and will not be deemed to be a Sub-Servicer under this Agreement. If the
terms
of a facility proposed to be entered into with an Advancing Person by the
Trust
Fund would not materially and adversely affect the interests of any
Certificateholder or the Certificate Insurer, then the Certificate Insurer
shall
not withhold its consent to the Trust Fund’s entering such
facility.
(b) If
an
Advancing Facility is entered into, then the Servicer shall not be permitted
to
reimburse itself therefor under Section 3.11(ii), Section 3.11(iii), Section
3.11(vi), Section 3.11(vii), Section 3.11(viii) and Section 4.04(b) prior
to the
remittance to the Trust Fund, but instead the Servicer shall include such
amounts in the applicable remittance to the Trust Administrator made pursuant
to
Section 3.10(a). The Trust Administrator is hereby authorized to pay to the
Advancing Person, reimbursements for Advances and Servicing Advances from
the
Distribution Account to the same extent the Servicer would have been permitted
to reimburse itself for such Advances and/or Servicing Advances in accordance
with Section 3.11(ii), Section 3.11(iii), Section 3.11(vi), Section 3.11(vii),
Section 3.11(viii) or Section 4.04(b), as the case may be, had the Servicer
itself funded such Advance or Servicing Advance. The Trust Administrator
is
hereby authorized to pay directly to the Advancing Person such portion of
the
Servicing Fee as the parties to any advancing facility agree.
(c) All
Advances and Servicing Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
basis.
(d) Any
amendment to this Section 3.29 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advancing Facility
as
described generally in this Section 3.29, including amendments to add provisions
relating to a successor servicer, may be entered into by the Trust Administrator
and the Servicer without the consent of any Certificateholder but with the
consent of the Certificate Insurer, notwithstanding anything to the contrary
in
this Agreement.
| SECTION 3.30. |
Pool
Policy; Claims Under the Pool
Policy
|
(a) The
Servicer, on behalf of the Trustee, shall prepare and file on a timely basis
with the Pool Insurer, with a copy to the Trustee, the Certificate Insurer
and
Trust Administrator, all claims which may be made under the Pool Policy with
respect to the Covered Mortgage Loans. Consistent with all rights and
obligations hereunder, the Servicer shall take all actions required under
the
Pool Policy as a condition to the payment of any such claim. Notwithstanding
anything to the contrary under the Pool Policy, the Servicer (and not the
Trustee) will be responsible for all the obligations of the Trust and will
take
all actions required of the Trust under the Pool Policy. Within ten (10)
days
after the Servicer receives notice or otherwise becomes aware that:
(i) a
borrower is Three (3) Months in Default, or
(ii) proceedings
to acquire title to a borrower’s property have been commenced, whichever
event occurs first, notice thereof shall be given to the Pool Insurer
by the Trust Administrator upon the form furnished by the Pool
Insurer; provided, however, that failure of the Pool Insurer to furnish forms
shall not relieve the Servicer of the obligation to give notice in any
reasonable form within the required time. Thereafter, the Servicer shall
report monthly to the Pool Insurer in summary form the status of
the borrower’s account, until a claim is submitted to the Pool
Insurer or until such borrower is less than Three (3) Months in
Default. When a borrower becomes less than thirty (30) days in default, a
final
monthly report must be provided indicating that the default has been cured.
Failure by the Servicer to give any notice or file any report required
under the Pool Policy, within the time period specified, shall not
constitute failure to comply with a material condition of the Pool Policy
provided that such failure is remedied within fifteen (15) days of receipt
of
notice thereof from the Pool Insurer. Any amount received from the Pool
Insurer with respect to any such Mortgage Loan shall be deposited by the
Servicer into the Collection Account in accordance with Section
3.10.
The
Servicer shall indemnify the Trust Fund, the Trustee, the Trust Administrator,
the Master Servicer and the Certificate Insurer for any costs, expenses or
liabilities incurred by any of them if a claim made under the Pool Policy
is
denied as a result of an action or inaction on the part of the
Servicer.
ARTICLE
IV
FLOW
OF
FUNDS
| SECTION 4.01. |
Distributions.
|
(a) (I)On
each
Distribution Date, the Trust Administrator shall withdraw from the Distribution
Account an amount equal to the Credit Risk Manager Fee for such Distribution
Date and shall pay such amount to the Credit Risk Manager and, then, withdraw
that portion of Available Funds for such Distribution Date consisting of
the
Group I Interest Remittance Amount for such Distribution Date, and make the
following disbursements and transfers in the order of priority described
below,
in each case to the extent of the Group I Interest Remittance Amount remaining
for such Distribution Date:
(i) to
the
Certificate Insurer, the amount owing to the Certificate Insurer under the
Insurance Agreement for the Premium allocable to the Group I
Certificates;
(ii) to
the
Class
I-A-1 Certificates, the Monthly Interest Distributable Amount and the Unpaid
Interest Shortfall Amount, if any, for the Class I-A-1 Certificates for such
Distribution Date;
(iii) to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
allocable to the Group I Certificates;
(iv) concurrently,
to each Class of Group II Certificates, on a pro
rata
basis
based on the entitlement of each such Class, an amount equal to the excess,
if
any, of (x) the amount required to be distributed pursuant to Section
4.01(a)(II)(ii) below for such Distribution Date over (y) the amount actually
distributed pursuant to such section from the Group II Interest Remittance
Amount; and
(v) to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
allocable to the Group II Certificates and to the extent not paid pursuant
to
Section 4.01(a)(II) below.
(II) On
each
Distribution Date the Trust Administrator shall withdraw from the Distribution
Account that portion of Available Funds for such Distribution Date consisting
of
the Group II Interest Remittance Amount for such Distribution Date, and make
the
following disbursements and transfers in the order of priority described
below,
in each case to the extent of the Group II Interest Remittance Amount remaining
for such Distribution Date:
(i) to
the
Certificate Insurer, the amount owing to the Certificate Insurer under the
Insurance Agreement for the Premium allocable to the Group II
Certificates;
(ii) concurrently,
to each Class of Group II Certificates, on a pro
rata
basis,
based on the entitlement of each such Class, the
Monthly Interest Distributable Amount and the Unpaid Interest Shortfall Amount,
if any, for each such Class of Certificates for such Distribution
Date;
(iii) to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
allocable to the Group II Certificates;
(iv) to
the
Class I-A-I Certificates, an amount equal to the excess, if any, of (x) the
amount required to be distributed pursuant to Section 4.01(a)(I)(ii) above
for
such Distribution Date over (y) the amount actually distributed pursuant
to such
section from the Group I Interest Remittance Amount; and
(v) to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
allocable to the Group I Certificates and to the extent not paid pursuant
to
Section 4.01(a)(I) above.
(b)
(I) On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event
is in effect, distributions in respect of principal to the extent of the
Group I
Principal Distribution Amount shall be made in the following amounts and
order:
(i) to
the
Certificate Insurer, the amount owing to the Certificate Insurer under the
Insurance Agreement for the Premium allocable to the Group I Certificates
and to
the extent not paid pursuant to Section 4.01(a) above;
(ii) to
the
Holders of the Class I-A-1 Certificates until
the
Certificate Principal Balance thereof has been reduced to zero;
(iii) after
taking into account the amount distributed to the Group II Certificates pursuant
to Section 4.01(b)(II)(ii) below on such Distribution Date, concurrently,
to the
Group II Certificates (allocated as described below), on a pro
rata
basis
based on the Certificate Principal Balance of each such Class until the
Certificate Principal Balances thereof have been reduced to zero; and
(iv) to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
and
to
the extent not paid pursuant to Section 4.01(a) above.
(II) On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event
is in effect, distributions in respect of principal to the extent of the
Group
II Principal Distribution Amount shall be made in the following amounts and
order:
(i) to
the
Certificate Insurer, the amount owing to the Certificate Insurer under the
Insurance Agreement for the Premium allocable to the Group II Certificates
and
to the extent not paid pursuant to Section 4.01(a) above;
(ii) to
the
Group II Certificates (allocated as described below), until the Certificate
Principal Balances thereof have been reduced to zero;
(iii) after
taking into account the amount distributed to the Group I Certificates pursuant
to Section 4.01(b)(I)(ii) above on such Distribution Date, to the Class I-A-I
Certificates until the Certificate Principal Balance thereof has been reduced
to
zero; and
(iv) to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
and to the extent not paid pursuant to Section 4.01(a) above.
(c)
(I) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
Event is not in effect, distributions in respect of principal to the extent
of
the Group I Principal Distribution Amount shall be made in the following
amounts
and order:
(i) to
the
Certificate Insurer, the amount owing to the Certificate Insurer under the
Insurance Agreement for the Premium allocable to the Group I Certificates
and to
the extent not paid pursuant to Section 4.01(a) above;
(ii) to
the
Class I-A-1
Certificates,
the Group I Senior Principal Distribution Amount until the Certificate Principal
Balance thereof has been reduced to zero;
(iii) to
the
Group II Certificates (allocated as described below), on a pro
rata
basis
based on the aggregate Certificate Principal Balance of each such group of
certificates, an amount equal to the excess, if any, of (x) the amount required
to be distributed pursuant to Section 4.01(c)(II)(ii) below for such
Distribution Date over (y) the amount actually distributed pursuant to Section
4.01(c)(II)(ii) below from the Group II Principal Distribution Amount on
such
Distribution Date; and
(iv) to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
and to the extent not paid pursuant to Section 4.01(a) above.
(II) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
Event is not in effect, distributions in respect of principal to the extent
of
the Group II Principal Distribution Amount shall be made in the following
amounts and order:
(i) to
the
Certificate Insurer, the amount owing to the Certificate Insurer under the
Insurance Agreement for the Premium allocable to the Group II Certificates
and
to the extent not paid pursuant to Section 4.01(a) above;
(ii) to
the
Group II Certificates (allocated as described below), the Group II Senior
Principal Distribution Amount until the Certificate Principal Balances thereof
have been reduced to zero;
(iii) to
the
Group I Certificates, an amount equal to the excess, if any, of (x) the amount
required to be distributed pursuant to Section 4.01(c)(I)(ii) above for such
Distribution Date over (y) the amount actually distributed pursuant to Section
4.01(c)(I)(ii) above from the Group I Principal Distribution Amount, on such
Distribution Date; and
(iv) to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
and to the extent not paid pursuant to Section 4.01(a) above.
With
respect to the Group II Certificates, all principal distributions will be
distributed to the Class II-A-1, Class II-A-2, Class II-A-3 and Class
II-A-4
Certificates, in that order, until the Certificate Principal Balance of each
such Class of Certificates has been reduced to zero.
(d) On
each
Distribution Date, the Net Monthly Excess Cashflow shall be distributed as
follows:
(i) to
the
Class or Classes of Certificates then entitled to receive distributions in
respect of principal, in an amount equal to any Extra Principal Distribution
Amount, distributable to such Holders as part of the Group I Principal
Distribution Amount and/or Group II Principal Distribution Amount as described
under Section 4.01(b) and Section 4.01(c) above ;
(ii) to
the
Net WAC Rate Carryover Reserve Account, the amount of any Net WAC Rate Carryover
Amounts on the Class A Certificates for such Distribution Date;
(iii) to
the
Swap Provider, any Swap Termination Payments resulting from a Swap Provider
Trigger Event;
(iv) to
the
Holders of the Class C Certificates, (a) the Monthly Interest Distributable
Amount and any remaining Overcollateralization Release Amount for such
Distribution Date and (b) on any Distribution Date on which the Certificate
Principal Balances of the Class A Certificates have been reduced to zero,
any
remaining amounts in reduction of the Certificate Principal Balance of the
Class
C Certificates, until the Certificate Principal Balance thereof has been
reduced
to zero;
(v) if
such
Distribution Date follows the Prepayment Period during which occurs the latest
date on which a Prepayment Charge may be required to be paid in respect of
any
Mortgage Loans, to the Holders of the Class P Certificates, in reduction
of the
Certificate Principal Balance thereof, until the Certificate Principal Balance
thereof has been reduced to zero; and
(vi) any
remaining amounts to the Holders of the Residual Certificates (in respect
of the
appropriate Class R Interest).
On
each
Distribution Date, all amounts representing Prepayment Charges in respect
of the
Mortgage Loans received during the related Prepayment Period and any Servicer
Prepayment Charge Amounts paid by the Servicer during the related Prepayment
Period will be withdrawn from the Distribution Account and distributed by
the
Trust Administrator to the Holders of the Class P Certificates and shall
not be
available for distribution to the Holders of any other Class of Certificates.
The payment of the foregoing amounts to the Holders of the Class P Certificates
shall not reduce the Certificate Principal Balances thereof.
(e) On
each
Distribution Date, after making the distributions of the Available Funds
as set
forth above, the Trust Administrator will first,
withdraw
from the Net WAC Rate Carryover Reserve Account all income from the investment
of funds in the Net WAC Rate Carryover Reserve Account and distribute such
amount to the Holders of the Class C Certificates, and second,
withdraw
from the Net WAC Rate Carryover Reserve Account, to the extent of amounts
remaining on deposit therein, the amount of any Net WAC Rate Carryover Amount
for such Distribution Date and distribute such amounts, concurrently, to
each
Class of Class A Certificates, pro
rata
based on
the related Net WAC Rate Carryover Amount for each such Class.
(f) On
or
before each Distribution Date, Net Swap Payments (whether payable to the
Swap
Provider or to the Supplemental Interest Trust Trustee), any Swap Termination
Payment owed to the Swap Provider not resulting from a Swap Provider Trigger
Event pursuant to the Interest Rate Swap Agreement and any Swap Termination
Payments owed to the Supplemental Interest Trust Trustee will be deposited
by
the Supplemental Interest Trust Trustee into the Swap Account. On each
Distribution Date and prior to any distribution to any Certificate, the Swap
Administrator shall withdraw and distribute from amounts on deposit in the
Swap
Account (other than amounts representing Swap Termination Payments received
by
the Supplemental Interest Trust Trustee) the following amounts:
(i) to
the
Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to
the
Interest Rate Swap Agreement for such Distribution Date; and
(ii) to
the
Swap Provider, any Swap Termination Payment owed to the Swap Provider not
due to
a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement
and
to the extent not paid by the Supplemental Interest Trust Trustee from any
upfront payment received pursuant to any replacement interest rate swap
agreement..
On
each
Distribution Date, after making the distributions of the Available Funds,
Net
Monthly Excess Cashflow and amounts on deposit in the Net WAC Rate Carryover
Reserve Account as set forth above, the Trust Administrator, in
its
capacity as Supplemental Interest Trust Trustee,
shall
distribute the amount on deposit in the Swap Account as follows:
(i) concurrently,
to each Class of Class A Certificates, the
related Monthly Interest Distributable Amount and Unpaid Interest Shortfall
Amount remaining undistributed, pro
rata,
based
on their respect entitlements;
(ii) to
the
Certificate Insurer, any remaining amounts owed to the Certificate Insurer
under
the Insurance Agreement or this Agreement or as reimbursement for prior draws
made on the Policy, with interest thereon at the Late Payment Rate;
(iii) to
the
Class or Classes of Certificates then entitled to receive distributions in
respect of principal, in an amount equal to the difference between (x) the
Overcollateralization Deficiency Amount, if any, and (y) the amount distributed
pursuant to Section 4.01(d)(i) of this Agreement; and
(iv) concurrently
to each Class of Class A Certificates, the related Net WAC Rate Carryover
Amount
to the extent remaining undistributed, pro
rata,
based
on their respective entitlements.
Notwithstanding
any of the foregoing, the aggregate amount distributed under clause (iii)
above
on such Distribution Date, when added to the cumulative amount distributed
under
clause (iii) above on all prior Distribution Dates, will not be permitted
to
exceed the cumulative amount of Realized Losses incurred on the Mortgage
Loans
since the Cut-off Date through the last day of the related Prepayment Period
(reduced by the aggregate amount of Subsequent Recoveries received since
the
Cut-off Date through the last day of the related Prepayment Period). Any
amounts
that would otherwise be distributable from the Supplemental Interest Trust
on
any Distribution Date under clause (iii) above, but for the foregoing proviso,
will be retained in the Supplemental Interest Trust and will be included
in
amounts available for distribution from the Supplemental Interest Trust on
the
next succeeding Distribution Date, subject to the foregoing proviso in the
case
of amounts to be distributed under clause (iii) above; provided, however,
that
any amounts will be paid pursuant to the Swap Administration Agreement when
the
Overcollateralization Amount is equal to or greater than the
Overcollateralization Target Amount.
(g) Method
of Distribution.
The
Trust Administrator shall make distributions in respect of a Distribution
Date
to each Certificateholder of record on the related Record Date (other than
as
provided in Section 10.01 respecting the final distribution), in the case
of
Certificateholders of the Regular Certificates, by check or money order mailed
to such Certificateholder at the address appearing in the Certificate Register,
or by wire transfer. Distributions among Certificateholders shall be made
in
proportion to the Percentage Interests evidenced by the Certificates held
by
such Certificateholders.
(h) Distributions
on Book-Entry Certificates.
Each
distribution with respect to a Book-Entry Certificate shall be paid to the
Depository, which shall credit the amount of such distribution to the accounts
of its Depository Participants in accordance with its normal procedures.
Each
Depository Participant shall be responsible for disbursing such distribution
to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
it acts as agent. Each brokerage firm shall be responsible for disbursing
funds
to the Certificate Owners that it represents. All such credits and disbursements
with respect to a Book-Entry Certificate are to be made by the Depository
and
the Depository Participants in accordance with the provisions of the
Certificates. None of the Trustee, the Depositor, the Servicer or the Originator
shall have any responsibility therefor except as otherwise provided by
applicable law.
(i) Subsequent
Recoveries.
On each
Distribution Date, following all distributions on the Certificates pursuant
to
Section 4.01, an amount equal to the amount of Subsequent Recoveries deposited
into the Collection Account pursuant to Section 3.10 and included in the
Available Funds for such Distribution.
(j) Distribution
of Insured Payments. With
respect to any Distribution Date, in the event of an Insured Payment, the
Trust
Administrator on the Trustee’s behalf, shall make such payments from the amount
drawn under the Policy for the purposes specified in the Policy. The Certificate
Insurer shall be deemed to be the assignee of the Holders of the Class A
Certificates to the extent of any amount of Insured Payments disbursed by
the
Trust Administrator on the Trustee’s behalf, from proceeds of the Policy and to
such extent, shall be the subrogee of each such Holder of such Certificates;
provided, however, that any such right of subrogation inuring to the Certificate
Insurer hereunder or otherwise shall be and is subordinated to the rights
under
this Agreement of the Holders of such Certificates and in accordance with
Section 4.02.
(k) It
is the
intention of all of the parties hereto that the Class C Certificates receive
all
principal and interest received by the Trust on the Mortgage Loans that is
not
otherwise distributable to any other Class of Regular Certificates or REMIC
Regular Interests. If the Trust Administrator determines that the Residual
Certificates are entitled to any distributions, the Trust Administrator,
prior
to any such distribution to any Residual Certificate, shall notify the Depositor
of such impending distribution. Upon such notification, the Depositor will
request an amendment to the Pooling and Servicing Agreement to revise such
mistake in the distribution provisions. The Residual Certificate Holders,
by
acceptance of their Certificates, and the Servicer(s) hereby agree and no
further consent shall be necessary, notwithstanding anything to the contrary
in
Section 11.01 of the Pooling and Servicing Agreement.
| SECTION 4.02. |
The
Policy.
|
(a) The
Trust
Administrator on the Trustee’s behalf, determines that an Insured Amount to be
covered by the Policy will exist for the related Distribution Date, the Trust
Administrator on the Trustee’s behalf, shall complete the notice in the form of
Exhibit A to the Policy (the “Notice”) and submit such Notice in accordance with
the Policy to the Certificate Insurer no later than 10:00 A.M., New York
City
time, on the second Business Day immediately preceding such Distribution
Date,
as a claim for the amount of such Insured Amount.
(b) The
Trust
Administrator shall establish and maintain the Insurance Account, which shall
be
an Eligible Account, on behalf of the Holders of the Class A Certificates
over
which the Trust Administrator shall have the exclusive control and sole right
of
withdrawal. Upon receipt of a Insured Amount from the Certificate Insurer
on
behalf of the Holders of the Class A Certificates, the Trust Administrator
shall
deposit such Insured Amount in the Insurance Account and distribute such
amount
only for purposes of payment to the Class A Certificates of the Insured Amount
for which a claim was made and such amount may not be applied to satisfy
any
costs, expenses or liabilities of the Servicer, the Seller, the Depositor,
the
Trustee, the Trust Administrator, the Master Servicer or the Trust Fund or
to
pay any other Class of Certificates. Amounts paid under the Policy, to the
extent needed to pay the Insured Amount, shall be transferred to the
Distribution Account on the related Distribution Date and disbursed by the
Trust
Administrator to the Holders of the Class A Certificates in accordance with
Section 4.01. It shall not be necessary for such payments to be made by checks
or wire transfers separate from the checks or wire transfers used to pay
other
distributions to the Holders of the Class A Certificates with other funds
available to make such payment. However, the amount of any payment of principal
or of interest on the Class A Certificates to be paid from funds transferred
from the Insurance Account shall be noted as provided in paragraph (d) below
and
in the statement to be furnished to Holders of the Class A Certificates pursuant
to Section 4.03. Funds held in the Insurance Account shall not be invested.
Any
funds remaining in the Insurance Account on the first Business Day following
the
later of (i) the related Distribution Date or (ii) the date received by the
Trust Administrator, shall be returned to the Certificate Insurer pursuant
to
the written instructions of the Certificate Insurer by the end of such Business
Day.
(c) The
Trust
Administrator shall keep a complete and accurate record of the amount of
interest and principal paid in respect of the Class A Certificates from moneys
received under the Policy. The Certificate Insurer shall have the right to
inspect such records at reasonable times during normal business hours upon
one
Business Day’s prior notice to the Trust Administrator.
(d) In
the
event that the Trust Administrator on the Trustee’s behalf, has received a
certified copy of an order of the appropriate court that any Insured Amount
has
been voided in whole or in part as a preference payment under applicable
bankruptcy law, the Trust Administrator on the Trustee’s behalf, shall so notify
the Certificate Insurer, shall comply with the provisions of the Policy to
obtain payment by the Certificate Insurer of such Avoided Payment in the
amount
of such voided Insured Amount, and shall, at the time it provides notice
to the
Certificate Insurer, notify, by mail the Holders of the Class A Certificates
that, in the event any Holder’s Insured Amount is so recovered, such Holder of a
Class A Certificate will be entitled to payment pursuant to the Policy, a
copy
of which shall be made available through the Trust Administrator or the
Certificate Insurer, and the Trust Administrator shall furnish to the
Certificate Insurer, its records evidencing the payments which have been
made by
the Trust Administrator and subsequently recovered from the Holders of the
Class
A Certificates, and dates on which such payments were made.
(e) The
Trustee, or the Trust Administrator on the Trustee’s behalf, shall promptly
notify the Certificate Insurer of any proceeding or the institution of any
action, of which a Responsible Officer of the Trustee has actual knowledge,
seeking the avoidance as a preferential transfer under applicable bankruptcy,
insolvency, receivership or similar law (a “Preference Claim”) of any
distribution made with respect to the Class A Certificates. Each Holder of
a
Class A Certificate, by its purchase of such Class A Certificate, the Servicer,
the Depositor, the Trust Administrator, the Master Servicer and the Trustee
agree that the Certificate Insurer (so long as no Certificate Insurer Default
exists) may at any time during the continuation of any proceeding relating
to a
Preference Claim direct all matters relating to such Preference Claim,
including, without limitation, (i) the direction of any appeal of any order
relating to such Preference Claim and (ii) the posting of any surety or
performance bond pending any such appeal. In addition and without limitation
of
the foregoing, the Certificate Insurer shall be subrogated to, and each Holder
of an Class A Certificate, the Trust Administrator and the Trustee hereby
delegates and assigns to the Certificate Insurer, to the fullest extent
permitted by law, the rights of the Trustee and each Holder of an Class A
Certificate in the conduct of any such Preference Claim, including, without
limitation, all rights of any party to any adversary proceeding or action
with
respect to any court order issued in connection with any such Preference
Claim.
(f) The
Trust
Administrator shall, upon retirement of the Class A Certificates, furnish
to the
Certificate Insurer a notice of such retirement, and, upon retirement of
the
Class A Certificates and the expiration of the term of the Policy, surrender
the
Policy to the Certificate Insurer for cancellation.
(g) The
Trust
Administrator will hold the Policy in trust as agent for the Holders of the
Class A Certificates for the purpose of making claims thereon and distributing
the proceeds thereof. Neither the Policy nor the amounts paid on the Policy
will
constitute part of the Trust Fund created by this Agreement. Each Holder
of the
Class A Certificates, by accepting its Class A Certificates, appoints the
Trust
Administrator as attorney in fact for the purpose of making claims on the
Policy.
(h) Anything
herein to the contrary notwithstanding, any payment with respect to principal
of
or interest on the Class A Certificates which is made with moneys received
pursuant to the terms of the Policy shall not be considered payment of the
Class
A Certificates from the Trust Fund. The Depositor, the Trust Administrator
and
the Trustee acknowledge, and each Holder by its acceptance of an Class A
Certificate agrees, that without the need for any further action on the part
of
the Certificate Insurer, the Depositor, the Servicer, the Trust Administrator
or
the Trustee (a) to the extent the Certificate Insurer makes payments, directly
or indirectly, on account of principal of or interest on the Class A
Certificates to the Holders of such Class A Certificates, the Certificate
Insurer will be fully subrogated to, and each Holder of a Class A Certificate,
the Trust Administrator and the Trustee hereby delegate and assign to the
Certificate Insurer, to the fullest extent permitted by law, the rights of
such
Holders to receive such principal and interest from the Trust Fund, including,
without limitation, any amounts due to the Holders of the Class A Certificates
in respect of securities law violations arising from the offer and sale of
the
Class A Certificates and (b) the Certificate Insurer shall be paid such amounts
from the sources and in the manner provided herein for the payment of such
amounts and as provided in this Agreement. The Trustee, the Trust Administrator
and the Servicer shall cooperate in all respects with any reasonable request
by
the Certificate Insurer for action to preserve or enforce the Certificate
Insurer’s rights or interests under this Agreement without limiting the rights
or affecting the interests of the Holders as otherwise set forth
herein.
(i) By
accepting its Class A Certificate, each Holder of a Class A Certificate agrees
that, unless a Certificate Insurer Default exists, the Certificate Insurer
shall
be deemed to be the Holder of the Class A Certificate for all purposes (other
than with respect to the receipt of payment on the Class A Certificates)
and
shall have the right to exercise all rights (including, without limitation,
voting rights) of the Holders of the Class A Certificates under this Agreement
and under the Class A Certificates without any further consent of the Holders
of
the Class A Certificates. All notices, statement reports, certificates or
opinions required by this Agreement to be sent to any Holders of Class A
Certificates shall also be sent to the Certificate Insurer.
| SECTION 4.03. |
Statements.
|
(a) On
each
Distribution Date, based, as applicable, on information provided to the Trust
Administrator by the Master Servicer (which in turn shall be based on
information provided to the Master Servicer by the Servicer), the Trust
Administrator shall prepare and make available to each Holder of the Regular
Certificates, the Swap Provider, the Credit Risk Manager, the Servicer, the
Certificate Insurer and the Rating Agencies, a statement as to the distributions
made on such Distribution Date (the “Monthly Statement”):
(i) the
amount of the distribution made on such Distribution Date to the Holders
of each
Class of Regular Certificates allocable to principal and the amount of the
distribution made to the Holders of the Class P Certificates allocable to
Prepayment Charges and Servicer Prepayment Charge Payment Amounts;
(ii) the
amount of the distribution made on such Distribution Date to the Holders
of each
Class of Regular Certificates (other than the Class P Certificates) allocable
to
interest, separately identified;
(iii) Net
Monthly Excess Cashflow, the Overcollateralized Amount, the
Overcollateralization Release Amount, the Overcollateralization Deficiency
Amount and the Overcollateralization Target Amount as of such Distribution
Date
and the Excess Overcollateralized Amount for the Mortgage Pool for such
Distribution Date;
(iv) any
fees
and expenses of the Trust accrued and paid on such Distribution Date and
to whom
such fees and expenses were paid;
(v) the
aggregate amount of Advances for the related Due Period (including the general
purpose of such Advances);
(vi) the
aggregate amount of interest and scheduled principal received or advanced
by the
Servicer with respect to the related Due Period;
(vii) with
respect to each Loan Group, the related group balance at the Close of Business
at the end of the related Due Period;
(viii) the
number, aggregate principal balance, weighted average remaining term to maturity
and weighted average Mortgage Rate of the Mortgage Loans as of the related
Determination Date;
(ix) the
number and aggregate unpaid principal balance of Mortgage Loans (except those
Mortgage Loans that are liquidated as of the end of the related Prepayment
Period) that were (as determined using the OTS method) (A) Delinquent (exclusive
of Mortgage Loans in bankruptcy or foreclosure and REO Properties) (1) 30
to 59
days, (2) 60 to 89 days and (3) 90 or more days, (B) as to which foreclosure
proceedings have been commenced and Delinquent (1) 30 to 59 days, (2) 60
to 89
days and (3) 90 or more days, (C) in bankruptcy and Delinquent (1) 30 to
59
days, (2) 60 to 89 days and (3) 90 or more days, in each case as of the Close
of
Business on the last day of the calendar month preceding such Distribution
Date
and (D) REO Properties;
(x) the
Delinquency Percentage;
(xi) the
total
number and cumulative principal balance of all Liquidated Mortgage Loans
as of
the Close of Business of the last day of the preceding Prepayment Period,
prior
to the reduction of each principal balance to zero;
(xii) the
total
number and cumulative principal balance of all REO Properties as of the Close
of
Business of the last day of the preceding Prepayment Period;
(xiii) the
aggregate amount of Principal Prepayments in full, the aggregate amount of
Principal Prepayments in part and Net Liquidation Proceeds made during the
related Prepayment Period;
(xiv) the
aggregate amount of Realized Losses incurred during the related Prepayment
Period and the cumulative amount of Realized Losses;
(xv) the
aggregate amount of extraordinary Trust Fund expenses withdrawn from the
Collection Account for such Distribution Date;
(xvi) the
Certificate Principal Balance of each Class of Class A Certificates and the
Class C Certificates, before and after giving effect to the distributions
made
on such Distribution Date;
(xvii) the
Monthly Interest Distributable Amount in respect of each Class of Class A
Certificates and the Class C Certificates for such Distribution Date and
the
Unpaid Interest Shortfall Amount, if any, with respect to the Class A
Certificates and the Class C Certificates for such Distribution
Date;
(xviii) the
aggregate amount of any Prepayment Interest Shortfalls for such Distribution
Date, to the extent not covered by payments by the Servicer pursuant to Section
3.26;
(xix) the
Senior Credit Enhancement Percentage for such Distribution Date;
(xx) the
Net
WAC Rate Carryover Amount for each Class of Class A Certificates, if any,
for
such Distribution Date and the amount remaining unpaid after reimbursements
therefor on such Distribution Date;
(xxi) the
amount of any Net Swap Payments or Swap Termination Payments (a) due from
the
Trust and (b) due from the Swap Provider;
(xxii) whether
the Stepdown Date or a Trigger Event is in effect;
(xxiii) the
total
cashflows received (including amounts received from the Supplemental Interest
Trust Trustee under the Interest Rate Swap Agreement);
(xxiv) the
respective Pass-Through Rates applicable to each Class of Class A Certificates
and the Class C Certificates for such Distribution Date and the Pass-Through
Rate applicable to each Class of Class A Certificates for the immediately
succeeding Distribution Date;
(xxv) the
amount of payments received related to claims under the Pool Policy during
the
related Prepayment Period (and the number of Covered Mortgage Loans to which
such payments related) and (B) the cumulative amount of payments received
related to claims under the Pool Policy since the Closing Date (and the number
of Covered Mortgage Loans to which such payments related);
(xxvi) the
dollar amount of claims made under the Pool Policy that were denied during
the
Prepayment Period (and the number of Covered Mortgage Loans to which such
denials related) and (B) the dollar amount of the cumulative claims made
under
the Pool Policy that were denied since the Closing Date (and the number of
Covered Mortgage Loans to which such denials related);
(xxvii)
the
amount on deposit Net WAC Rate Carryover Reserve Account;
(xxviii)
the
applicable Record Date, Accrual Period and Determination Date for calculating
distributions for such Distribution Date;
(xxix) the
amount of any payments/draws under the Policy; and
(xxx) the
amount of any Reimbursement Amounts paid and any outstanding Reimbursement
Amounts.
The
Trust
Administrator will make such statement (and, at its option, any additional
files
containing the same information in an alternative format) available each
month
to Certificateholders, the Certificate Insurer, the Swap Provider, the Credit
Risk Manager, the Master Servicer, the Servicer, the Depositor and the Rating
Agencies via the Trust Administrator’s internet website. The Trust
Administrator’s internet website shall initially be located at
“xxx.xxxxxxx.xxx”. Assistance in using the website can be obtained by calling
the Trust Administrator’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 Trust Administrator shall have the right to change
the
way such statements are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Trust
Administrator shall provide timely and adequate notification to all above
parties regarding any such changes. As a condition to access the Trust
Administrator’s internet website, the Trust Administrator may require
registration and the acceptance of a disclaimer. The Trust Administrator
will
not be liable for the dissemination of information in accordance with this
Agreement. The Trust Administrator shall also be entitled to rely on but
shall
not be responsible for the content or accuracy of any information provided
by
third parties for purposes of preparing the distribution date statement and
may
affix thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party
thereto).
In
the
case of information furnished pursuant to subclauses (i) through (iii) above,
the amounts shall be expressed in a separate section of the report as a dollar
amount for each Class for each $1,000 original dollar amount as of the Cut-off
Date.
In
addition, the Trust Administrator will report on Form 10-D any material breaches
of representations and warranties regarding the Mortgage Loans to the extent
known to the Trust Administrator and if applicable, 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.
For
all
purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
shall be determined by the Trust Administrator from information provided
by the
Servicer and reported by the Trust Administrator based on the “OTS” methodology.
By way of example, a Mortgage Loan would be Delinquent with respect to a
Monthly
Payment due on a Due Date if such Monthly Payment is not made by the Close
of
Business on the Mortgage Loan's next succeeding Due Date, and a Mortgage
Loan
would be more than 30-days Delinquent with respect to such Monthly Payment
if
such Monthly Payment were not made by the Close of Business on the Mortgage
Loan’s second succeeding Due Date (the “OTS Method”). The Servicer hereby
represents and warrants to the Depositor that it is not subject to any
delinquency recognition policy established by its safety and soundness
regulators.
(b) Within
a
reasonable period of time after the end of each calendar year, the Trust
Administrator shall, upon written request, furnish to the Certificate Insurer
and each Person who at any time during the calendar year was a Certificateholder
of a Regular Certificate, if requested in writing by such Person, such
information as is reasonably necessary to provide to such Person a statement
containing the information set forth in subclauses (i) through (iii) above,
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Trust Administrator
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared and furnished by the Trust
Administrator to Certificateholders pursuant to any requirements of the Code
as
are in force from time to time.
(c) On
each
Distribution Date, the Trust Administrator shall make available to the
Certificate Insurer and the Residual Certificateholders a copy of the reports
forwarded to the Regular Certificateholders in respect of such Distribution
Date
with such other information as the Trust Administrator deems necessary or
appropriate.
(d) Within
a
reasonable period of time after the end of each calendar year, the Trust
Administrator shall deliver to the Certificate Insurer and each Person who
at
any time during the calendar year was a Residual Certificateholder, if requested
in writing by such Person, such information as is reasonably necessary to
provide to such Person a statement containing the information provided pursuant
to the previous paragraph aggregated for such calendar year or applicable
portion thereof during which such Person was a Residual Certificateholder.
Such
obligation of the Trust Administrator shall be deemed to have been satisfied
to
the extent that substantially comparable information shall be prepared and
furnished to Certificateholders by the Trust Administrator pursuant to any
requirements of the Code as from time to time in force.
(e) For
each
Distribution Date, through and including the Distribution Date in December
2007,
the Trust Administrator shall calculate the Significance Percentage of the
Interest Rate Swap Agreement. If on any such Distribution Date, the Significance
Percentage is equal to or greater than 9%, the Trust Administrator shall
promptly notify the Depositor and the Depositor, on behalf of the Trust
Administrator, shall obtain the financial information required to be delivered
by the Swap Provider pursuant to the terms of the Interest Rate Swap Agreement.
If, on any succeeding Distribution Date through and including the Distribution
Date in December 2007, the Significance Percentage is equal to or greater
than
10%, the Trust Administrator shall promptly notify the Depositor and the
Depositor shall, within 5 Business Days of such Distribution Date, deliver
to
the Trust Administrator the financial information provided to it by the Swap
Provider for inclusion in the Form 10-D relating to such Distribution Date.
If
on any Distribution Date after December 2007, the Significance Percentage
is
greater than 10%, the Trust Administrator shall include the Significance
Percentage on the statement to Certificateholders for the related Distribution
Date.
| SECTION 4.04. |
Remittance
Reports; Advances.
|
(a) On
the
second Business Day following each Determination Date but in no event later
than
the 18th
day of
each month no later than 6:00 p.m. New York City time (or if such 18th
day is
not a Business Day, the preceding Business Day), the Servicer shall deliver
to
the Trust Administrator by telecopy or electronic mail (or by such other
means
as the Servicer and the Trustee may agree from time to time) a Remittance
Report
in the form of Exhibit O hereto (or such form mutually agreed upon) with
respect
to the related Distribution Date. Not later than the 18th
day of
each month (or if such 18th
day is
not a Business Day, the preceding Business Day), the Servicer shall deliver
or
cause to be delivered to the Trust Administrator in addition to the information
provided on the Remittance Report, such other information reasonably available
to it with respect to the Mortgage Loans as the Trust Administrator may
reasonably require to perform the calculations necessary to make the
distributions contemplated by Section 4.01 and to prepare the statements
to
Certificateholders contemplated by Section 4.03.
(b) The
amount of Advances to be made by the Servicer for any Distribution Date shall
equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of
Monthly Payments (net of the related Servicing Fee), due during the related
Due
Period in respect of the Mortgage Loans, which Monthly Payments were delinquent
on a contractual basis as of the Close of Business on the related Determination
Date and (ii) with respect to each REO Property, which REO Property was acquired
during or prior to the related Due Period and as to which REO Property an
REO
Disposition did not occur during the related Due Period, an amount equal
to the
excess, if any, of the REO Imputed Interest on such REO Property for the
most
recently ended calendar month, over the net income from such REO Property
transferred to the Distribution Account pursuant to Section 3.23 for
distribution on such Distribution Date.
(c) On
or
before 1:00 p.m. New York time on the Servicer Remittance Date, the Servicer
shall remit in immediately available funds to the Trust Administrator for
deposit in the Distribution Account an amount equal to the aggregate amount
of
Advances, if any, to be made in respect of the Mortgage Loans and REO Properties
for the related Distribution Date either (i) from its own funds or (ii) from
the
Collection Account, to the extent of funds held therein for future distribution
(in which case it will cause to be made an appropriate entry in the records
of
Collection Account that amounts held for future distribution have been, as
permitted by this Section 4.04, used by the Servicer in discharge of any
such
Advance) or (iii) in the form of any combination of (i) and (ii) aggregating
the
total amount of Advances to be made by the Servicer with respect to the Mortgage
Loans and REO Properties. Any amounts held for future distribution used by
the
Servicer to make an Advance as permitted in the preceding sentence or withdrawn
by the Servicer as permitted in Section 3.11(ii) in reimbursement of Advances
previously made shall be appropriately reflected in the Servicer’s records and
replaced by the Servicer by deposit in the Collection Account on or before
any
future Servicer Remittance Date to the extent that the Available Funds for
the
related Distribution Date (determined without regard to Advances to be made
on
the Servicer Remittance Date) shall be less than the total amount that would
be
distributed to the Classes of Certificateholders pursuant to Section 4.01
on
such Distribution Date if such amounts held for future distributions had
not
been so used to make Advances or reimburse for previously made Advances.
The
Trust Administrator will provide notice to the Certificate Insurer and the
Servicer by telecopy by the Close of Business on any Servicer Remittance
Date in
the event that the amount remitted by the Servicer to the Trust Administrator
on
such date is less than the Advances required to be made by the Servicer for
the
related Distribution Date, as set forth in the related Remittance
Report.
(d) The
obligation of the Servicer to make such Advances is mandatory, notwithstanding
any other provision of this Agreement but subject to (e) below, and, with
respect to any Mortgage Loan, shall continue until the Mortgage Loan is paid
in
full or until the recovery of all Liquidation Proceeds thereon.
(e) Notwithstanding
anything herein to the contrary, no Advance or Servicing Advance shall be
required to be made hereunder by the Servicer or the Master Servicer if such
Advance or Servicing Advance would, if made, constitute a Nonrecoverable
Advance. The determination by the Servicer or the Master Servicer that it
has
made a Nonrecoverable Advance or that any proposed Advance or Servicing Advance,
if made, would constitute a Nonrecoverable Advance, shall be evidenced by
an
Officers’ Certificate of the Servicer delivered to the Certificate Insurer, the
Credit Risk Manager, the Depositor and the Trust Administrator.
| SECTION 4.05. |
Net
WAC Rate Carryover Reserve Account.
|
No
later
than the Closing Date, the Trust Administrator shall establish and maintain
with
itself a separate, segregated trust account titled, “Net WAC Rate Carryover
Reserve Account, Xxxxx Fargo Bank, N.A., as Trust Administrator, in trust
for
registered Holders of Option One Mortgage Loan Trust 2007-HL1, Asset-Backed
Certificates, Series 2007-HL1” which shall be an Eligible Account.
On
each
Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
to the Class A Certificates, the Trust Administrator has been directed by
the
Class C Certificateholders to, and therefore will, deposit into the Net WAC
Rate
Carryover Reserve Account the amounts described in Section 4.01(d)(ii), rather
than distributing such amounts to the Class C Certificateholders. On each
such
Distribution Date, the Trust Administrator shall hold all such amounts for
the
benefit of the Holders of the Class A Certificates and will distribute such
amounts to the Holders of the Class A Certificates in the amounts and priorities
set forth in Section 4.01(d).
On
or
after any Distribution Date following the reduction of the aggregate Certificate
Principal Balance of the Class A Certificates to zero, any amounts remaining
in
the Net WAC Rate Carryover Reserve Account after the payment of any Net WAC
Rate
Carryover Amounts on the Class A Certificates for such Distribution Date,
shall
be payable to the Class C Certificateholder or their designee.
It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
disregarded as an entity separate from the Holder of the Class C Certificates
unless and until the date when either (a) there is more than one Class C
Certificateholder or (b) any Class of Certificates in addition to the Class
C
Certificates is recharacterized as an equity interest in the Net WAC Rate
Carryover Reserve Account for federal income tax purposes, in which case
it is
the intention of the parties hereto that, for federal and state income and
state
and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
treated as a partnership. If the Net WAC Rate Carryover Reserve Account shall
be
treated as a partnership, the Trust Administrator shall not be required to
prepare and file partnership tax returns in respect of such partnership unless
it receives additional reasonable compensation (not to exceed $10,000 per
year
which shall not be subject to the limitations set forth in Section 8.05)
for the
preparation of such filings, written notification recognizing the creation
of a
partnership agreement or comparable documentation evidencing the partnership,
if
any. The Net WAC Rate Carryover Reserve Account will be an “outside reserve
fund” within the meaning of Treasury Regulation Section 1.860G-2(h). All amounts
deposited into the Net WAC Rate Carryover Reserve Account shall be treated
as
amounts distributed by REMIC 3 to the Holder of the Class C Interest and
by
REMIC 4 to the Holders of the Class C Certificates. Upon the termination
of the
Trust, or the payment in full of the Class A Certificates, all amounts remaining
on deposit in the Net WAC Rate Carryover Reserve Account will be released
by the
Trust and distributed to the Class C Certificateholders or their designees.
The
Net WAC Rate Carryover Reserve Account will be part of the Trust but not
part of
any REMIC and any payments to the Holders of the Class A Certificates of
Net WAC
Rate Carryover Amounts will not be payments with respect to a “regular interest”
in a REMIC within the meaning of Code Section 860(G)(a)(1).
By
accepting a Class C Certificate, each Class C Certificateholder hereby agrees
to
direct the Trust Administrator, and the Trust Administrator hereby is directed,
to deposit into the Net WAC Rate Carryover Reserve Account the amounts described
above on each Distribution Date as to which there is any Net WAC Rate Carryover
Amount rather than distributing such amounts to the Class C Certificateholders.
By accepting a Class C Certificate, each Class C Certificateholder further
agrees that such direction is given for good and valuable consideration,
the
receipt and sufficiency of which is acknowledged by such
acceptance.
At
the
direction of the Holders of a majority in Percentage Interest in the Class
C
Certificates, the Trust Administrator shall direct any depository institution
maintaining the Net WAC Rate Carryover Reserve Account to invest the funds
in
such account in one or more Permitted Investments bearing interest or sold
at a
discount, and maturing, unless payable on demand, (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 Trust Administrator or an Affiliate manages or advises such investment,
and
(ii) no later than the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if the Trust Administrator
or an
Affiliate manages or advises such investment. If no investment direction
of the
Holders of a majority in Percentage Interest in the Class C Certificates
with
respect to the Net WAC Rate Carryover Reserve Account is received by the
Trust
Administrator, the Trust Administrator shall invest the funds in such account
in
Permitted Investments managed by the Trust Administrator or an Affiliate
of the
kind described in clause (vi) of the definition of Permitted
Investments.
For
federal tax return and information reporting, the value of the right of the
Holders of the Class A Certificates to receive payments from the Net WAC
Rate
Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount
shall
be de
minimis.
| SECTION 4.06. |
Distributions
on the REMIC Regular Interests.
|
(a) On
each
Distribution Date, the Trust Administrator shall cause in the following order
of
priority, the following amounts which shall be deemed to be distributed by
REMIC
1 to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from
the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-1 Interest), as the case may be:
(i) to
Holders of each of REMIC 1 Regular Interest I and REMIC 1 Regular Interest
I-1-A
through I-56-B, pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC 1
Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of amounts remaining after the distributions made pursuant to clause
(i)
above, payments of principal shall be allocated to REMIC 1 Regular Interest
I,
then to REMIC 1 Regular Interests I-1-A through I-56-B starting with the
lowest
numerical denomination until the Uncertificated Principal Balance of each
such
REMIC 1 Regular Interest is reduced to zero; and
(iii) to
the
Holders of REMIC 1 Regular Interest P, (A) on each Distribution Date, 100%
of
the amount paid in respect of Prepayment Charges and (B) on the Distribution
Date immediately following the expiration of the latest Prepayment Charge
as
identified on the Prepayment Charge Schedule or any Distribution Date thereafter
until $100 has been distributed pursuant to this clause.
(b) On
each
Distribution Date, the Trust Administrator shall cause in the following order
of
priority, the following amounts to be distributed by REMIC 2 to REMIC 3 on
account of the REMIC 2 Regular Interests or withdrawn from the Distribution
Account and distributed to the Holders of the Class R Certificates (in respect
of the Class R-2 Interest), as the case may be:
(i) first,
to
the Holder of REMIC 2 Regular Interest LTIO in an amount equal to (A) the
Uncertificated Accrued Interest for each such REMIC 2 Regular Interest for
such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates and then to the Holders of REMIC 2 Regular Interest
LTAA, REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC
2
Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular
Interest LTIIA4 and REMIC 2 Regular Interest LTZZ, pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for each such REMIC
2
Regular Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates. Amounts payable
as
Uncertificated Accrued Interest in respect of REMIC 2 Regular Interest LTZZ
shall be reduced and deferred when the REMIC 2 Overcollateralization Amount
is
less than the REMIC 2 Required Overcollateralization Amount, by the lesser
of
(x) the amount of such difference and (y) the REMIC 2 Regular Interest LTZZ
Maximum Interest Deferral Amount and such amount will be payable to the Holders
of REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC
2
Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3 and REMIC 2 Regular
Interest LTIIA4, in the same proportion as the Overcollateralization Deficiency
is allocated to the Corresponding Certificates and the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTZZ shall be increased by such
amount;
(ii) second,
to the Holders of REMIC 2 Regular Interests, in an amount equal to the remainder
of the REMIC 2 Marker Allocation Percentage of the Interest Remittance Amount
and the Principal Payment Amount for such Distribution Date after the
distributions made pursuant to clause (i) above, allocated as
follows:
(A) 98.00%
of
such remainder (other than amounts payable under clause (C) below) to the
Holders of REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest LTP,
until
the Uncertificated Principal Balance of such REMIC 2 Regular Interest is
reduced
to zero, provided, however, that the Uncertificated Principal Balance of
REMIC 2
Regular Interest LT-P shall not be reduced until the Distribution Date
immediately following the expiration of the latest Prepayment Charge as
identified on the Prepayment Charge Schedule or any Distribution Date
thereafter, or any Distribution Date thereafter, at which point such amount
shall be distributed to REMIC 2 Regular Interest LT-P, until $100 has been
distributed pursuant to this clause;
(B) 2.00%
of
such remainder, first, to the Holders REMIC 2 Regular Interest LTIA1, REMIC
2
Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIIA2, REMIC 2 Regular
Interest LTIIA3 and REMIC 2 Regular Interest LTIIA4, 1% in the same proportion
as principal payments are allocated to the Corresponding Certificates, until
the
Uncertificated Principal Balances of such REMIC 2 Regular Interests are reduced
to zero and second, to the Holders of REMIC 2 Regular Interest LTZZ (other
than
amounts payable under the proviso below), until the Uncertificated Principal
Balance of such REMIC 2 Regular Interest is reduced to zero; and
(C) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-2 Interest).
(iii) Notwithstanding
the distributions described in this Section 4.06, distribution of funds shall
be
made only in accordance with Section 4.01.
On
each
Distribution Date, 100% of the amounts distributed on REMIC 2 Regular Interest
LTIO shall be deemed distributed by REMIC 2 to REMIC 3 in respect of the
Class
SWAP-IO Interest. Such amounts shall be deemed distributed by REMIC 3 to
REMIC 6
in respect of REMIC 6 Regular Interest SWAP-IO. Such amounts shall be deemed
distributed by REMIC 6 to the Swap Administrator for deposit into the Swap
Account.
| SECTION 4.07. |
Allocation
of Realized Losses.
|
(a) All
Realized Losses on the Mortgage Loans allocated to any Regular Certificate
shall
be allocated by the Trust Administrator on each Distribution Date as follows:
first, as provided in Section 1.03, to the interest accrued on the Class
C
Certificates after the allocation thereto of certain interest shortfalls
as
provided in Section 1.03; second, to the Class C Certificates (determined
for
purposes of this section 4.07 as the amount by which (A) the aggregate
Uncertificated Principal Balance of the REMIC 2 Regular Interests immediately
preceding such Distribution Date exceed (B) the aggregate Certificate Principal
Balances of the Class A Certificates and the Class P Certificates immediately
preceding such Distribution Date), until the Certificate Principal Balance
thereof has been reduced to zero. All Realized Losses to be allocated to
the
Certificate Principal Balances of all Classes on any Distribution Date shall
be
so allocated after the actual distributions to be made on such date as provided
above. All references above to the Certificate Principal Balance of any Class
of
Certificates shall be to the Certificate Principal Balance of such Class
immediately prior to the relevant Distribution Date, before reduction thereof
by
any Realized Losses, in each case to be allocated to such Class of Certificates,
on such Distribution Date.
Any
allocation of Realized Losses to a Class C Certificate shall be made by reducing
the amount otherwise payable in respect thereof pursuant to Section 4.01(d)(v).
No allocations of any Realized Losses shall be made to the Certificate Principal
Balances of the Class A Certificates or the Class P Certificates.
(b) With
respect to the REMIC 1 Regular Interests, all Realized Losses on the Mortgage
Loans shall be allocated on each Distribution Date first, to REMIC 1 Regular
Interest I until the Uncertificated Principal Balance has been reduced to
zero,
and second, to REMIC 1 Regular Interest I-1-A through REMIC 1 Regular Interest
I-56-B, starting with the lowest numerical denomination until such REMIC
1
Regular Interest has been reduced to zero, provided that, for REMIC 1 Regular
Interests with the same numerical denomination, such Realized Losses shall
be
allocated pro
rata
between
such REMIC 1 Regular Interests.
The
REMIC
2 Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
shall be allocated on each Distribution Date to the following REMIC 2 Regular
Interests in the specified percentages, as follows: first, to Uncertificated
Accrued Interest payable to the REMIC 2 Regular Interest LTAA and REMIC 2
Regular Interest LTZZ up to an aggregate amount equal to the REMIC 2 Interest
Loss Allocation Amount, 98% and 2%, respectively; and second, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA and REMIC
2
Regular Interest LTZZ up to an aggregate amount equal to the REMIC 2 Principal
Loss Allocation Amount, 98% and 2%, respectively.
| SECTION 4.08. |
Swap
Account
|
(a) On
the
Closing Date, there is hereby established a separate trust (the “Supplemental
Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate
Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental
Interest Trust shall be maintained by the Supplemental Interest Trust Trustee.
No later than the Closing Date, the Supplemental Interest Trust Trustee shall
establish and maintain a separate, segregated trust account to be held in
the
Supplemental Interest Trust, titled, “Swap Account, Xxxxx Fargo Bank, N.A., as
Supplemental Interest Trust Trustee, in trust for the Swap Provider and the
registered holders of Option One Mortgage Loan Trust 2007-HL1, Asset-Backed
Certificates, Series 2007-HL1.” Such account shall be an Eligible Account and
funds on deposit therein shall be held separate and apart from, and shall
not be
commingled with, any other moneys, including, without limitation, other moneys
of the Trust Administrator, in its capacity as Supplemental Interest Trust
Trustee, held pursuant to this Agreement. Amounts therein shall be held
uninvested.
(b) On
each
Distribution Date, prior to any distribution to any Certificate, the Trust
Administrator shall deliver to the Supplemental Interest Trust Trustee for
deposit into the Swap Account: (i) the amount of any Net Swap Payment or
Swap
Termination Payment (other than any Swap Termination Payment resulting from
a
Swap Provider Trigger Event) owed to the Swap Provider (after taking into
account any upfront payment received from the counterparty to a replacement
interest rate swap agreement) from funds collected and received with respect
to
the Mortgage Loans prior to the determination of Available Funds and (ii)
amounts received by the Trust Administrator from the Swap Administrator,
for
distribution in accordance with Section 4.01(f) above, pursuant to the Swap
Administration Agreement, dated as of the Closing Date (the “Swap Administration
Agreement”), between Xxxxx Fargo Bank, N.A. in its capacity as Supplemental
Interest Trustee, Trust Administrator and Swap Administrator and Option One
Mortgage Capital Corporation (in substantially the form attached hereto as
Exhibit N). For federal income tax purposes, any amounts paid to the Swap
Provider on each Distribution Date shall first be deemed paid to the Swap
Provider in respect of the REMIC 6 Regular Interest SWAP-IO Interest to the
extent of the amount distributable on such REMIC 6 Regular Interest SWAP-IO
Interest on such Distribution Date, and any remaining amount shall be deemed
paid to the Swap Provider in respect of a Class IO Distribution Amount (as
defined below).
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Supplemental Interest Trust be disregarded
as
an entity separate from the Holder of the Class C Certificates unless and
until
the date when either (a) there is more than one Class C Certificateholder
or (b)
any Class of Certificates in addition to the Class C Certificates is
recharacterized as an equity interest in the Supplemental Interest Trust
for
federal income tax purposes, in which case it is the intention of the parties
hereto that, for federal and state income and state and local franchise tax
purposes, the Supplemental Interest Trust be treated as a partnership; provided,
that the Trust Administrator shall not be required to prepare and file
partnership tax returns in respect of such partnership unless it receives
additional reasonable compensation (not to exceed $10,000 per year which
shall
not be subject to or included in the limitations set forth in Section 8.05)
for
the preparation of such filings, written notification recognizing the creation
of a partnership agreement or comparable documentation evidencing the
partnership, if any. The Supplemental Interest Trust will be an “outside reserve
fund” within the meaning of Treasury Regulation Section
1.860G-2(h).
(d) To
the
extent that the Supplemental Interest Trust is determined to be a separate
legal
entity from the Supplemental Interest Trust Trustee, any obligation of the
Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
shall
be deemed to be an obligation of the Supplemental Interest Trust.
(e) The
Trust
Administrator shall treat the Holders of Certificates (other than the Class
P,
Class C, Class R and Class R-X Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class C Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class P, Class C, Class R and Class R-X Certificates) shall
be
treated as having agreed to pay, on each Distribution Date, to the Holder
of the
Class C Certificates an aggregate amount equal to the excess, if any, of
(i) the
amount payable on such Distribution Date on the REMIC 3 Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable
on such
Class of Certificates on such Distribution Date (such excess, a “Class IO
Distribution Amount”). A Class IO Distribution Amount payable from interest
collections shall be allocated pro
rata
among
such Certificates based on the amount of interest otherwise payable to such
Certificates, and a Class IO Distribution Amount payable from principal
collections shall be allocated to the most subordinate Class of Certificates
with an outstanding principal balance to the extent of such balance. In
addition, pursuant to such notional principal contract, the Holder of the
Class
C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover
Amounts to the Holders of the Certificates (other than the Class C, Class
P,
Class R and Class R-X Certificates) in accordance with the terms of this
Agreement. Any payments to the Certificates from amounts deemed received
in
respect of this notional principal contract shall not be payments with respect
to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).
However, any payment from the Certificates (other than the Class C, Class
P,
Class R and Class R-X Certificates) of a Class IO Distribution Amount shall
be
treated for tax purposes as having been received by the Holders of such
Certificates in respect of their interests in REMIC 3 and as having been
paid by
such Holders to the Swap Administrator pursuant to the notional principal
contract. Thus, each Certificate (other than the Class P, Class R and Class
R-X
Certificates) shall be treated as representing not only ownership of Regular
Interests in REMIC 3, but also ownership of an interest in, and obligations
with
respect to, a notional principal contract.
(f) The
Supplemental Interest Trust Trustee shall, at the direction of the Depositor,
enforce all of its rights and exercise any remedies under the Interest Rate
Swap
Agreement. In the event the Interest Rate Swap Agreement is terminated as
a
result of the designation by either party thereto of an Early Termination
Date
(as defined therein), the Trust Administrator shall, at the direction of
the
Depositor, appoint a replacement counterparty to enter into a replacement
swap
agreement. The Trust Administrator shall have no responsibility with regard
to
the selection of a replacement swap provider or the negotiation of a replacement
swap agreement. Any Swap Termination Payment received by the Trust Administrator
shall be deposited in the Swap Account and shall be used to make any upfront
payment required under a replacement swap agreement and any upfront payment
received from the counterparty to a replacement swap agreement shall be used
to
pay any Swap Termination Payment owed to the Swap Provider.
| SECTION 4.09. |
Tax
Treatment of Swap Payments and Swap Termination
Payments
|
For
federal income tax purposes, each Holder of a Class A Certificate is deemed
to
own an undivided beneficial ownership interest in a REMIC regular interest
and
the right to receive payments from either the Net WAC Rate Carryover Reserve
Account or in the case of the Class II-A-1 Certificates, the Supplemental
Interest Trust in respect of any Net WAC Rate Carryover Amounts or the
obligation to make payments to the Supplemental Interest Trust. For federal
income tax purposes, the Trust Administrator will account for payments to
each
Class A Certificate as follows: each Class A Certificate will be treated
as
receiving their entire payment from REMIC 3 (regardless of any Swap Termination
Payment or obligation under the Interest Rate Swap Agreement) and subsequently
paying their portion of any Swap Termination Payment in respect of each such
Class’ obligation under the Interest Rate Swap Agreement. In the event that any
such Class is resecuritized in a REMIC, the obligation under the Interest
Rate
Swap Agreement to pay any such Swap Termination Payment (or any shortfall
in
Swap Provider Fee), will be made by one or more of the REMIC Regular Interests
issued by the resecuritization REMIC subsequent to such REMIC Regular Interest
receiving its full payment from any such Class A Certificate. Resecuritization
of any Class A Certificate in a REMIC will be permissible only if the Trustee
hereunder is the trustee in such resecuritization.
The
REMIC
regular interest corresponding to a Class A Certificate will be entitled
to
receive interest and principal payments at the times and in the amounts equal
to
those made on the certificate to which it corresponds, except that (i) the
maximum interest rate of that REMIC regular interest will equal the Net WAC
Rate
computed for this purpose by limiting the Notional Amount of the Interest
Rate
Swap Agreement to the aggregate principal balance of the Mortgage Loans and
(ii)
any Swap Termination Payment will be treated as being payable solely from
Net
Monthly Excess Cashflow. As a result of the foregoing, the amount of
distributions and taxable income on the REMIC regular interest corresponding
to
a Class A Certificate may exceed the actual amount of distributions on the
Class
A Certificates.
| SECTION 4.10. |
Swap
Collateral Account
|
The
Trust
Administrator (in its capacity as Supplemental Interest Trust Trustee) is
hereby
directed to perform the obligations of the Custodian as defined under the
Swap
Credit Support Annex (the “Swap Custodian”). On or before the Closing Date, the
Swap Custodian shall establish a Swap Collateral Account (the “Swap Collateral
Account”). The Swap Collateral Account shall be held in the name of the Swap
Custodian in trust for the benefit of the Certificateholders and the Certificate
Insurer. The Swap Collateral Account must be an Eligible Account and shall
be
titled “Swap Collateral Account, Xxxxx Fargo Bank, N.A., as Swap Custodian for
registered Certificateholders of Option One Mortgage Loan Trust 2007-HL1,
Asset-Backed Certificates, Series 2007-HL1.”
The
Swap
Custodian shall credit to Swap Collateral Account all collateral (whether
in the
form of cash or securities) posted by the Swap Provider to secure the
obligations of the Swap Provider in accordance with the terms of the Interest
Rate Swap Agreement. Except for investment earnings, the Swap Provider shall
not
have any legal, equitable or beneficial interest in the Swap Collateral Account
other than in accordance with this Agreement, the Interest Rate Swap Agreement
and applicable law. The Swap Custodian shall maintain and apply all collateral
and earnings thereon on deposit in the Swap Collateral Account in accordance
with Swap Credit Support Annex.
Cash
collateral posted by the Swap Provider in accordance with the Swap Credit
Support Annex shall be invested at the direction of the Swap Provider in
Permitted Investments in accordance with the requirements of the Swap Credit
Support Annex. All amounts earned on amounts on deposit in the Swap Collateral
Account (whether cash collateral or securities) shall be for the account
of and
taxable to the Swap Provider. If no investment direction is provided, such
amounts shall remain uninvested.
Upon
the
occurrence of an Event of Default, or Specified Condition (each as defined
in
the Interest Rate Swap Agreement), with respect to the Interest Rate Swap
Provider or upon occurrence or designation of an Early Termination Date (as
defined in the Interest Rate Swap Agreement) as a result of any such Event
of
Default, Termination Event, or Additional Termination Event with respect
to the
Interest Rate Swap Provider, and, in either such case, unless the Interest
Rate
Swap Provider has paid in full all of its Obligations (as defined in the
Interest Rate Swap Credit Support Annex) that are then due, then any collateral
posted by the Interest Rate Swap Provider in accordance with the Interest
Rate
Swap Credit Support Annex shall be applied to the payment of any Obligations
due
to Party B (as defined in the Interest Rate Swap Agreement) in accordance
with
the Interest Rate Swap Credit Support Annex. Any excess amounts held in such
Swap Collateral Account after payment of all amounts owing to Party B under
the
Interest Rate Swap Agreement shall be withdrawn from the Swap Collateral
Account
and paid to the Swap Provider in accordance with the Swap Credit Support
Annex.
| SECTION 4.11. |
Rights
and Obligations Under the Interest Rate Swap
Agreement.
|
In
the
event that the Swap Provider fails to perform any of its obligations under
the
Interest Rate Swap Agreement (including, without limitation, its obligation
to
make any payment or transfer collateral), or breaches any of its representations
and warranties thereunder, or in the event that any Event of Default,
Termination Event, or Additional Termination Event (each as defined in the
Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap
Agreement, the Trust Administrator (in its capacity as Supplemental Interest
Trust Trustee) shall, promptly following actual notice of such failure, breach
or event, notify the Depositor and send any notices and make any demands,
on
behalf of the Supplemental Interest Trust, required to enforce the rights
of the
Supplemental Interest Trust under the Interest Rate Swap Agreement.
In
the
event that the Swap Provider’s obligations are guaranteed by a third party under
a guaranty relating to the Interest Rate Swap Agreement (such guaranty the
“Guaranty” and such third party the “Guarantor”), then to the extent that the
Swap Provider fails to make any payment by the close of business on the day
it
is required to make payment under the terms of the Interest Rate Swap Agreement,
the Trust Administrator (in its capacity as Supplemental Interest Trust Trustee)
shall, promptly following actual notice of the Swap Provider’s failure to pay,
demand that the Guarantor make any and all payments then required to be made
by
the Guarantor pursuant to such Guaranty; provided, that the Trust Administrator
(in its capacity as Supplemental Interest Trust Trustee) shall in no event
be
liable for any failure or delay in the performance by the Swap Provider or
any
Guarantor of its obligations hereunder or pursuant to the Interest Rate Swap
Agreement and the Guaranty, nor for any special, indirect or consequential
loss
or damage of any kind whatsoever (including but not limited to lost profits)
in
connection therewith.
Upon
an
early termination of the Interest Rate Swap Agreement other than in connection
with the optional termination of the Trust, the Trust Administrator (in its
capacity as Supplemental Interest Trust Trustee), at the direction of the
Depositor, will use reasonable efforts to appoint a successor swap provider
to
enter into a new interest rate swap agreement on terms substantially similar
to
the Interest Rate Swap Agreement, with a successor swap provider meeting
all
applicable eligibility requirements. If the Trust Administrator (in its capacity
as Supplemental Interest Trust Trustee) receives a termination payment from
the
Swap Provider in connection with such early termination, the Trust Administrator
(in its capacity as Supplemental Interest Trust Trustee) will apply such
termination payment to any upfront payment required to appoint the successor
swap provider. If the Trust Administrator (in its capacity as Supplemental
Interest Trust Trustee) is required to pay a termination payment to the Swap
Provider in connection with such early termination, the Trust Administrator
(in
its capacity as Supplemental Interest Trust Trustee) will apply any upfront
payment received from the successor swap provider to pay such termination
payment.
If
the
Trust Administrator (in its capacity as Supplemental Interest Trust Trustee)
is
unable to appoint a successor swap provider within 30 days of the early
termination, then the Trust Administrator (in its capacity as Supplemental
Interest Trust Trustee) will deposit any termination payment received from
the
original Swap Provider into a separate, non-interest bearing reserve account
and
will, on each subsequent Distribution Date, withdraw from the amount then
remaining on deposit in such reserve account an amount equal to the Net Swap
Payment, if any, that would have been paid to the Trust Administrator (in
its
capacity as Supplemental Interest Trust Trustee) by the original Swap Provider
calculated in accordance with the terms of the original Interest Rate Swap
Agreement, and distribute such amount in accordance with the terms of Section
4.01(f).
Upon
an
early termination of the Interest Rate Swap Agreement in connection with
the
optional termination of the Trust, if the Trust Administrator (in its capacity
as Supplemental Interest Trust Trustee) receives a termination payment from
the
Swap Provider, such termination payment will be distributed in accordance
with
Section 4.01(f).
ARTICLE
V
THE
CERTIFICATES
| SECTION 5.01. |
The
Certificates.
|
Each
of
the Class A Certificates, the Class P Certificates, the Class C Certificates
and
the Residual Certificates shall be substantially in the forms annexed hereto
as
exhibits, and shall, on original issue, be executed, authenticated and delivered
by the Trust Administrator to or upon the order of the Depositor concurrently
with the sale and assignment to the Trust Administrator of the Trust Fund.
The
Class A Certificates shall be initially evidenced by one or more Certificates
representing a Percentage Interest with a minimum dollar denomination of
$25,000
and integral dollar multiples of $1.00 in excess thereof, except that one
Certificate of each such Class of Certificates may be in a different
denomination so that the sum of the denominations of all outstanding
Certificates of such Class shall equal the Certificate Principal Balance
or
Notional Amount of such Class on the Closing Date. The Class P Certificates,
the
Class C Certificates and the Residual Certificates are issuable in any
Percentage Interests; provided,
however,
that
the sum of all such percentages for each such Class totals 100% and no more
than
ten Certificates of each Class may be issued and outstanding at any one
time.
The
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature on behalf of the Trust Administrator by a Responsible Officer.
Certificates bearing the manual or facsimile signatures of individuals who
were,
at the time when such signatures were affixed, authorized to sign on behalf
of
the Trust Administrator shall bind the Trust, notwithstanding that such
individuals or any of them have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices
at
the date of such Certificate. No Certificate shall be entitled to any benefit
under this Agreement or be valid for any purpose, unless such Certificate
shall
have been manually authenticated by the Trust Administrator substantially
in the
form provided for herein, and such authentication upon any Certificate shall
be
conclusive evidence, and the only evidence, that such Certificate has been
duly
authenticated and delivered hereunder. All Certificates shall be dated the
date
of their authentication. Subject to Section 5.02(c), the Class A Certificates
shall be Book-Entry Certificates. The other Classes of Certificates shall
not be
Book-Entry Certificates.
| SECTION 5.02. |
Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Certificate Registrar shall cause to be kept at the Corporate Trust Office
a
Certificate Register in which, subject to such reasonable regulations as
it may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trust Administrator shall initially serve as Certificate Registrar for
the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided.
Upon
surrender for registration of transfer of any Certificate at any office or
agency of the Certificate Registrar maintained for such purpose pursuant
to the
foregoing paragraph and, in the case of a Residual Certificate, upon
satisfaction of the conditions set forth below, the Trust Administrator on
behalf of the Trust shall execute, authenticate and deliver, in the name
of the
designated transferee or transferees, one or more new Certificates of the
same
aggregate Percentage Interest.
At
the
option of the Certificateholders, Certificates may be exchanged for other
Certificates in authorized denominations and the same aggregate Percentage
Interests, upon surrender of the Certificates to be exchanged at any such
office
or agency. Whenever any Certificates are so surrendered for exchange, the
Trust
Administrator shall execute on behalf of the Trust and authenticate and deliver
the Certificates which the Certificateholder making the exchange is entitled
to
receive. Every Certificate presented or surrendered for registration of transfer
or exchange shall (if so required by the Trust Administrator or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument
of
transfer satisfactory to the Trust Administrator and the Certificate Registrar
duly executed by, the Holder thereof or his attorney duly authorized in writing.
In addition, (i) with respect to each Class R Certificate, the holder thereof
may exchange, in the manner described above, such Class R Certificate for
four
separate certificates, each representing such holder’s respective Percentage
Interest in the Class R-1 Interest, the Class R-2 Interest, the Class R-3
Interest and the Class R-4 Interest, respectively, in each case that was
evidenced by the Class R Certificate being exchanged and (ii) with respect
to
each Class R-X Certificate, the holder thereof may exchange, in the manner
described above, such Class R-X Certificate for three separate certificates,
each representing such holder’s respective Percentage Interest in the Class R-5
Interest and the Class R-6 Interest, respectively, in each case that was
evidenced by the Class R-X Certificate being exchanged.
(b) Except
as
provided in paragraph (c) below, the Book-Entry 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 Trust
Administrator except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with respect
to
ownership and transfers of such Certificates; (iii) ownership and transfers
of
registration of such Certificates on the books of the Depository shall be
governed by applicable rules established by the Depository; (iv) the Depository
may collect its usual and customary fees, charges and expenses from its
Depository Participants; (v) the Trustee, the Trust Administrator and the
Master
Servicer shall for all purposes deal with the Depository as representative
of
the Certificate Owners of the Certificates for purposes of exercising the
rights
of Holders 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; (vi) the Trust Administrator may
rely
and shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and
Persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners; and (vii) the direct participants of the Depository shall
have no rights under this Agreement under or with respect to any of the
Certificates held on their behalf by the Depository, and the Depository may
be
treated by the Trust Administrator and its agents, employees, officers and
directors as the absolute owner of the Certificates for all purposes
whatsoever.
All
transfers by Certificate Owners of Book-Entry 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 that it
represents or of brokerage firms for which it acts as agent in accordance
with
the Depository’s normal procedures. The parties hereto are hereby authorized to
execute a Letter of Representations with the Depository or take such other
action as may be necessary or desirable to register a Book-Entry Certificate
to
the Depository. In the event of any conflict between the terms of any such
Letter of Representation and this Agreement, the terms of this Agreement
shall
control.
(c) If
(i)(x)
the Depository or the Depositor advises the Trust Administrator in writing
that
the Depository is no longer willing or able to discharge properly its
responsibilities as Depository and (y) the Trustee or the Depositor is unable
to
locate a qualified successor or (ii) after the occurrence of a Servicer Event
of
Termination or a Master Servicer Event of Termination, the Certificate Owners
of
the Book-Entry Certificates representing Percentage Interests of such Classes
aggregating not less than 51% advise the Trust Administrator and Depository
through the Financial Intermediaries and the Depository Participants in writing
that the continuation of a book-entry system through the Depository to the
exclusion of definitive, fully registered certificates (the “Definitive
Certificates”) to Certificate Owners is no longer in the best interests of the
Certificate Owners. Upon surrender to the Certificate Registrar of the
Book-Entry Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trust Administrator
shall, at the Depositor’s expense, in the case of (ii) above, or the Servicer’s
expense, in the case of (i) above, execute on behalf of the Trust and
authenticate the Definitive Certificates. None of the Depositor, the Master
Servicer, the Servicer, the Trust Administrator, or the 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. Upon the issuance of
Definitive Certificates, the Trustee, the Trust Administrator, the Certificate
Registrar, the Servicer, the Master Servicer, any Paying Agent and the Depositor
shall recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(d) No
transfer, sale, pledge or other disposition of any Class C, Class P or Residual
Certificate (the “Private Certificates”) shall be made unless such disposition
is exempt from the registration requirements of the Securities Act of 1933,
as
amended (the “1933 Act”), and any applicable state securities laws or is made in
accordance with the 1933 Act and laws. In the event of any such transfer
(other
than in connection with (i) the initial transfer of any such Certificate
by the
Depositor to an Affiliate of the Depositor or, in the case of the Class R-X
Certificates, the first transfer by an Affiliate of the Depositor, (ii) the
transfer of any such Class C, Class P or Residual Certificate to the issuer
under the Indenture or the indenture trustee under the Indenture or (iii)
a
transfer of any such Class C, Class P or Residual Certificate from the issuer
under the Indenture or the indenture trustee under the Indenture to the
Depositor or an Affiliate of the Depositor), the Trust Administrator and
the
Certificate Registrar shall each require receipt of: (I)(i) if such transfer
is
purportedly being made in reliance upon Rule 144A (as evidenced by the
investment letter delivered to the Trust Administrator, in substantially
the
form attached hereto as Exhibit J) under the 1933 Act and (ii) in all other
cases, an Opinion of Counsel satisfactory to it that such transfer may be
made
without such registration (which Opinion of Counsel shall not be an expense
of
the Depositor, the Trust Administrator, the Servicer, in its capacity as
such,
or the Trust Fund), together with copies of the written certification(s)
of the
Certificateholder desiring to effect the transfer and/or such
Certificateholder’s prospective transferee upon which such Opinion of Counsel is
based, if any; or (II) the Trust Administrator shall require the transferor
to
execute a transferor certificate (in substantially the form attached hereto
as
Exhibit L) and the transferee to execute an investment letter (in substantially
the form attached hereto as Exhibit J) acceptable to and in form and substance
reasonably satisfactory to the Depositor and the Trust Administrator certifying
to the Depositor and the Trust Administrator the facts surrounding such
transfer, which investment letter shall not be an expense of the Trust
Administrator or the Depositor. The Holder of a Class C Certificate, Class
P
Certificate or Residual Certificate desiring to effect such transfer shall,
and
does hereby agree to, indemnify the Trust Administrator and the Depositor
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.
Notwithstanding
the foregoing, in the event of any such transfer of any Ownership Interest
in
any Private Certificate that is a Book-Entry Certificate, except with respect
to
the initial transfer of any such Ownership Interest by the Depositor, such
transfer shall be required to be made in reliance upon Rule 144A under the
1933
Act, and the transferor will be deemed to have made each of the transferor
representations and warranties set forth Exhibit L hereto in respect of such
interest as if it was evidenced by a Definitive Certificate and the transferee
will be deemed to have made each of the transferee representations and
warranties set forth Exhibit J hereto in respect of such interest as if it
was
evidenced by a Definitive Certificate. The Certificate Owner of any such
Ownership Interest in any such Book-Entry Certificate desiring to effect
such
transfer shall, and does hereby agree to, indemnify the Trust Administrator
and
the Depositor 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 any Class C Certificate shall be made unless the transferee of
such
Class C Certificate provides to the Trust Administrator and the Swap Provider
the appropriate tax certification form (i.e., IRS Form W-9 or IRS Form W-8BEN,
W-8IMY, or W-8ECI, as applicable (or
any
successor thereto))
as a
condition to such transfer 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
any
IRS Form W-9
or
IRS Form W-8BEN, W-8IMY, or W-8ECI, as applicable
(or any
successor thereto), has become obsolete or incorrect. In addition, no transfer
of any Class C Certificate shall be made if such transfer would cause the
Supplemental Interest Trust to be beneficially owned by two or more persons
for
federal income tax purposes, or continue to be so treated, unless (a) each
proposed transferee of such Class C Certificate complies with the foregoing
conditions, (b) the proposed majority Holder of the Class C Certificates
(or
each Holder, if there is or would be no majority Holder) (A) provides, or
causes
to be provided, on behalf of the Supplemental Interest Trust, the appropriate
tax certification form that would be required from the Supplemental Interest
Trust to eliminate any withholding or deduction for taxes from amounts payable
by the Swap Provider, pursuant to the Interest Rate Swap Agreement, to the
Trust
Administrator and the Swap Provider on behalf of the Supplemental Interest
Trust
(i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY or W-8ECI, as applicable (or
any
successor form thereto) as a condition to such transfer, together with any
applicable attachments) and (B) agrees to update such form (x) upon expiration
of any such form, (y) as required under then applicable U.S. Treasury
regulations and (z) promptly upon learning that such form has become obsolete
or
incorrect. If, under applicable U.S. Treasury regulations, such tax
certification form may only be signed by a trustee acting on behalf of the
Supplemental Interest Trust, then the Supplemental Interest Trust Trustee,
shall
sign such certification form if so requested by a Holder of the Class C
Certificates.
Upon
receipt of any such tax certification form from a transferee of any Class
C
Certificate pursuant to the immediately preceding paragraph, the Trust
Administrator shall provide a copy of any such tax certification form to
the
Swap Provider, upon its request, solely to the extent the Swap Provider has
not
received such IRS Form directly from the Holder of the Class C Certificates.
Each Holder of a Class C Certificate by its purchase of such Certificate
is
deemed to consent to any such IRS Form being so forwarded. Upon the request
of
the Swap Provider, the Trust Administrator shall be required to forward any
tax
certification received by it to the Swap Provider at the last known address
provided to it, and, subject to Section 8.01, shall not be liable for the
receipt of such tax certification by the Swap Provider, nor any action taken
or
not taken by the Swap Provider with respect to such tax certification. Any
purported sales or transfers of any Class C Certificate to a transferee which
does not comply with the requirements of the preceding paragraph shall be
deemed
null and void under this Agreement. The Trust Administrator shall have no
duty
to take any action to correct any misstatement or omission in any tax
certification provided to it by the Holder of the Class C Certificates and
forwarded to the Swap Provider.
No
transfer of a Private Certificate or any interest therein shall be made to
any
Plan, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person acquiring such Certificates with “Plan Assets” of a Plan within the
meaning of the Department of Labor regulation promulgated at 29 C.F.R. §
2510.3-101 (as modified by Section 3(42) of ERISA) (“Plan Assets”), as certified
by such transferee in the form of Exhibit K or M, unless the Trust Administrator
is provided with an Opinion of Counsel for the benefit of the Trustee, the
Trust
Administrator, the Depositor, the Master Servicer and the Servicer and on
which
they may rely which establishes to the satisfaction of the Depositor, the
Trust
Administrator, the Servicer and the Master Servicer that the purchase and
holding of such 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 Depositor, the Master
Servicer, the Servicer, the Trust Administrator, the Trustee or the Trust
Fund
to any obligation or liability (including obligations or liabilities under
ERISA
or Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Master
Servicer, the Servicer, the Trust Administrator, the Trustee or the Trust
Fund.
Any transferee of such Book-Entry Certificate which does not provide such
an
Opinion of Counsel shall be deemed to represent that it is not a Plan or
acquiring such Certificates with Plan Assets. Neither a certification nor
an
Opinion of Counsel will be required in connection with (i) the initial transfer
of any Private Certificate by the Depositor to an Affiliate of the Depositor,
(ii) the transfer of any Private Certificate to the issuer under the Indenture
or the indenture trustee under the Indenture or (iii) a transfer of any Private
Certificate from the issuer under the Indenture or the indenture trustee
under
the Indenture to the Depositor or an Affiliate of the Depositor (in which
case,
the Depositor or any Affiliate thereof shall have deemed to have represented
that such Affiliate is not a Plan or a Person investing Plan Assets) and
the
Trust Administrator shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trust Administrator shall be a written
representation) from the Depositor of the status of such transferee as an
affiliate of the Depositor.
For
so
long as the Supplemental Interest Trust is in existence, each beneficial
owner
of a Class A Certificate or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of the Class A Certificate,
or interest therein, that either (i) it is not a Plan or (ii) (A) it is an
accredited investor within the meaning of Prohibited Transaction Exemption
2007-05, as amended from time to time (the “Exemption”) and (B) the acquisition
and holding of such Certificate and the separate right to receive payments
from
the Supplemental Interest Trust are eligible for the exemptive relief available
under Prohibited Transaction Class Exemption (“PTCE”) 95-60 (for transactions by
insurance company general accounts), PTCE 84-14 (for transactions by independent
“qualified professional asset managers”), 91-38 (for transactions by bank
collective investment funds), 90-1 (for transactions by insurance company
pooled
separate accounts) or 96-23 (for transactions effected by “in-house asset
managers”).
If
any
Certificate or any interest therein is acquired or held in violation of the
provisions of the preceding paragraphs, the next preceding permitted beneficial
owner shall be treated as the beneficial owner of that Certificate retroactive
to the date of transfer to the purported beneficial owner. Any purported
beneficial owner whose acquisition or holding of any such Certificate or
interest therein was effected in violation of the provisions of the preceding
paragraphs shall indemnify and hold harmless the Depositor, the Master Servicer,
the Servicer, the Trust Administrator, the Trustee, the Certificate Insurer
and
the Trust Fund from and against any and all liabilities, claims, costs or
expenses incurred by those parties as a result of that acquisition or
holding.
Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions and to have irrevocably
appointed the Depositor or its designee as its attorney-in-fact to negotiate
the
terms of any mandatory sale under clause (v) below and to execute all
instruments of transfer and to do all other things necessary in connection
with
any such sale, and the rights of each Person acquiring any Ownership Interest
in
a Residual Certificate are expressly subject to the following
provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trust
Administrator of any change or impending change in its status as a Permitted
Transferee.
(ii) No
Person
shall acquire an Ownership Interest in a Residual Certificate unless such
Ownership Interest is a pro
rata
undivided interest.
(iii) In
connection with any proposed transfer of any Ownership Interest in a Residual
Certificate, the Trust Administrator shall as a condition to registration
of the
transfer, require delivery to it, in form and substance satisfactory to it,
of
each of the following:
(A) an
affidavit in the form of Exhibit K hereto from the proposed transferee to
the
effect that such transferee is a Permitted Transferee and that it is not
acquiring its Ownership Interest in the Residual Certificate that is the
subject
of the proposed transfer as a nominee, trustee or agent for any Person who
is
not a Permitted Transferee; and
(B) a
covenant of the proposed transferee to the effect that the proposed transferee
agrees to be bound by and to abide by the transfer restrictions applicable
to
the Residual Certificates.
(iv) Any
attempted or purported transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section shall be absolutely
null and void and shall vest no rights in the purported transferee. If any
purported transferee shall, in violation of the provisions of this Section,
become a Holder of a Residual Certificate, then the prior Holder of such
Residual Certificate that is a Permitted Transferee shall, upon discovery
that
the registration of transfer of such Residual Certificate was not in fact
permitted by this Section, be restored to all rights as Holder thereof
retroactive to the date of registration of transfer of such Residual
Certificate. The Trust Administrator shall be under no liability to any Person
for any registration of transfer of a Residual Certificate that is in fact
not
permitted by this Section or for making any distributions due on such Residual
Certificate to the Holder thereof or taking any other action with respect
to
such Holder under the provisions of this Agreement so long as the Trust
Administrator received the documents specified in clause (iii). The Trust
Administrator shall be entitled to recover from any Holder of a Residual
Certificate that was in fact not a Permitted Transferee at the time such
distributions were made all distributions made on such Residual Certificate.
Any
such distributions so recovered by the Trust Administrator shall be distributed
and delivered by the Trust Administrator to the prior Holder of such Residual
Certificate that is a Permitted Transferee.
(v) If
any
Person other than a Permitted Transferee acquires any Ownership Interest
in a
Residual Certificate in violation of the restrictions in this Section, then
the
Trust Administrator shall have the right but not the obligation, without
notice
to the Holder of such Residual Certificate or any other Person having an
Ownership Interest therein, to notify the Depositor to arrange for the sale
of
such Residual Certificate. The proceeds of such sale, net of commissions
(which
may include commissions payable to the Depositor or its affiliates in connection
with such sale), expenses and taxes due, if any, will be remitted by the
Trust
Administrator to the previous Holder of such Residual Certificate that is
a
Permitted Transferee, except that in the event that the Trust Administrator
determines that the Holder of such Residual Certificate may be liable for
any
amount due under this Section or any other provisions of this Agreement,
the
Trust Administrator may withhold a corresponding amount from such remittance
as
security for such claim. The terms and conditions of any sale under this
clause
(v) shall be determined in the sole discretion of the Trust Administrator
and it
shall not be liable to any Person having an Ownership Interest in a Residual
Certificate as a result of its exercise of such discretion.
(vi) If
any
Person other than a Permitted Transferee acquires any Ownership Interest
in a
Residual Certificate in violation of the restrictions in this Section, then
the
Trust Administrator upon receipt of reasonable compensation will provide
to the
Internal Revenue Service, and to the persons specified in Sections 860E(e)(3)
and (6) of the Code, information needed to compute the tax imposed under
Section
860E(e)(5) of the Code on transfers of residual interests to disqualified
organizations.
The
foregoing provisions of this Section shall cease to apply to transfers occurring
on or after the date on which there shall have been delivered to the Trust
Administrator and the Certificate Insurer, in form and substance satisfactory
to
the Trust Administrator and the Certificate Insurer, (i) written notification
from each Rating Agency that the removal of the restrictions on transfer
set
forth in this Section will not cause such Rating Agency to downgrade its
rating
of the Certificates and (ii) an Opinion of Counsel to the effect that such
removal will not cause any REMIC created hereunder to fail to qualify as
a
REMIC.
(e) No
service charge shall be made for any registration of transfer or exchange
of
Certificates of any Class, but the Certificate Registrar 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.
All
Certificates surrendered for registration of transfer or exchange shall be
canceled by the Certificate Registrar and disposed of pursuant to its standard
procedures.
| SECTION 5.03. |
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Certificate Registrar or
the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (ii) there is delivered to the Trustee,
the
Depositor, the Certificate Insurer and the Certificate Registrar such security
or indemnity as may be required by them to save each of them harmless, then,
in
the absence of notice to the Trust Administrator or the Certificate Registrar
that such Certificate has been acquired by a bona fide purchaser, the Trust
Administrator shall execute on behalf of the Trust, authenticate and deliver,
in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and Percentage Interest. Upon
the
issuance of any new Certificate under this Section, the Trust Administrator
or
the Certificate Registrar 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 and the
Certificate Registrar) in connection therewith. Any duplicate Certificate
issued
pursuant to this Section, shall constitute complete and indefeasible evidence
of
ownership in the Trust, 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.
|
The
Servicer, the Depositor, the Trustee, the Master Servicer, the Trust
Administrator, the Certificate Insurer, the Certificate Registrar, any Paying
Agent and any agent of the Servicer, the Depositor, the Trustee, the Master
Servicer, the Trust Administrator, the Certificate Insurer or the Certificate
Registrar, any Paying Agent may treat the Person, including a Depository,
in
whose name any Certificate is registered as the owner of such Certificate
for
the purpose of receiving distributions pursuant to Section 4.01 and for all
other purposes whatsoever, and none of the Servicer, the Trust, the Certificate
Insurer, the Trustee, the Master Servicer, the Trust Administrator, nor any
agent of any of them shall be affected by notice to the contrary.
| SECTION 5.05. |
Appointment
of Paying Agent.
|
(a) The
Paying Agent shall make distributions to Certificateholders from the
Distribution Account pursuant to Section 4.01 and shall report the amounts
of
such distributions to the Trustee. The duties of the Paying Agent may include
the obligation (i) to withdraw funds from the Collection Account pursuant
to
Section 3.11 and for the purpose of making the distributions referred to
above
and (ii) to distribute statements and provide information to Certificateholders
as required hereunder. The Paying Agent hereunder shall at all times be an
entity duly incorporated and validly existing under the laws of the United
States of America or any state thereof, authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal
or
state authorities. The Paying Agent shall initially be the Trust Administrator.
The Trust Administrator may appoint a successor to act as Paying Agent, which
appointment shall be reasonably satisfactory to the Depositor and the
Certificate Insurer.
(b) The
Trust
Administrator shall cause the Paying Agent (if other than the Trust
Administrator) to execute and deliver to the Trust Administrator an instrument
in which such Paying Agent shall agree with the Trust Administrator that
such
Paying Agent shall hold all sums, if any, held by it for payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders and shall
agree
that it shall comply with all requirements of the Code regarding the withholding
of payments in respect of Federal income taxes due from Certificate Owners
and
otherwise comply with the provisions of this Agreement applicable to
it.
ARTICLE
VI
THE
SERVICER, THE MASTER SERVICER, THE DEPOSITOR AND THE CREDIT RISK
MANAGER
| SECTION 6.01. |
Liability
of the Servicer, the Master Servicer and the
Depositor.
|
The
Servicer and the Master Servicer shall be liable in accordance herewith only
to
the extent of the obligations specifically imposed upon and undertaken by
the
Servicer and the Master Servicer herein. The Depositor shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Depositor.
| SECTION 6.02. |
Merger
or Consolidation of, or Assumption of the Obligations of, the Servicer,
the Master Servicer or the
Depositor.
|
Any
entity into which the Servicer, the Master Servicer or Depositor may be merged
or consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Servicer, the Master Servicer or the Depositor
shall
be a party, or any corporation succeeding to the business of the Servicer,
the
Master Servicer or the Depositor, shall be the successor of the Servicer,
the
Master Servicer or the Depositor, as the case may be, hereunder, without
the
execution or filing of any paper or any further act on the part of any of
the
parties hereto, anything herein to the contrary notwithstanding; provided,
however,
that
the successor servicer shall satisfy all the requirements of Section 7.02
with
respect to the qualifications of a successor servicer.
| SECTION 6.03. |
Limitation
on Liability of the Servicer, the Master Servicer and
Others.
|
Neither
the Servicer, the Master Servicer or the Depositor nor any of the directors
or
officers or employees or agents of the Servicer, the Master Servicer or the
Depositor shall be under any liability to the Trust or the Certificateholders
for any action taken or for refraining from the taking of any action by the
Servicer, the Master Servicer or the Depositor in good faith pursuant to
this
Agreement, or for errors in judgment; provided,
however,
that
this provision shall not protect the Servicer, the Master Servicer, the
Depositor or any such Person against any liability which would otherwise
be
imposed by reason of its willful misfeasance, bad faith or gross negligence
in
the performance of duties of the Servicer, the Master Servicer or the Depositor,
as the case may be, or by reason of its reckless disregard of its obligations
and duties of the Servicer, the Master Servicer or the Depositor, as the
case
may be, hereunder; provided,
further,
that
this provision shall not be construed to entitle the Servicer or the Master
Servicer to indemnity in the event that amounts advanced by the Servicer
or the
Master Servicer to retire any senior lien exceed Liquidation Proceeds (in
excess
of related liquidation expenses) realized with respect to the related Mortgage
Loan. The preceding sentence shall not limit the obligations of the Servicer
or
the Master Servicer pursuant to Section 8.05. The Servicer or Master Servicer
and any director or officer or employee or agent of the Servicer or the Master
Servicer may rely in good faith on any document of any kind prima facie
properly
executed and submitted by any Person respecting any matters arising hereunder.
The Servicer, the Master Servicer and the Depositor, and any director or
officer
or employee or agent of the Servicer, the Master Servicer or the Depositor,
shall be indemnified by the Trust and held harmless against any loss, liability
or expense incurred in connection with any legal action relating to this
Agreement or the Certificates, other than any loss, liability or expense
related
to any specific Mortgage Loan or Mortgage Loans (except as any such loss,
liability or expense shall be otherwise reimbursable pursuant to this Agreement)
and any loss, liability or expense incurred by reason of its willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of its reckless disregard of obligations and duties
hereunder. The Servicer, the Master Servicer or the Depositor may undertake
any
such action which it may deem necessary or desirable in respect of this
Agreement, and the rights and duties of the parties hereto and the interests
of
the Certificateholders and the Certificate Insurer hereunder. In such event,
unless the Depositor, the Master Servicer or the Servicer acts without the
consent of the Certificate Insurer prior to a Certificate Insurer Default
or
without the consent of Holders of Certificates entitled to at least 51% of
the
Voting Rights, the reasonable legal expenses and costs of such action and
any
liability resulting therefrom shall be expenses, costs and liabilities of
the
Trust and the Servicer or the Master Servicer shall be entitled to be reimbursed
therefor from the Collection Account as and to the extent provided in Section
3.11, any such right of reimbursement being prior to the rights of the
Certificateholders to receive any amount in the Collection Account. The Master
Servicer’s and the Servicer’s right to indemnity or reimbursement pursuant to
this Section shall survive any resignation or termination of the Servicer
or the
Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses,
expenses, costs or liabilities arising prior to such resignation or termination
(or arising from events that occurred prior to such resignation or termination).
This paragraph shall apply to the Servicer and the Master Servicer solely
in
their capacity as Servicer or the Master Servicer, as applicable, hereunder
and
in no other capacities. Without limiting the foregoing, the Servicer and
the
Master Servicer shall undertake to defend any claims against the Trust Fund,
the
Trustee and/or itself initiated by a Borrower or otherwise related to the
servicing of any Mortgage Loan.
The
Servicer (except the Master Servicer if it is required to succeed the Servicer
hereunder) indemnifies and holds the Trustee, the Depositor, the Master
Servicer, the Trust Administrator, the Certificate Insurer and each
Certificateholder harmless against any and all claims, losses, penalties,
fines,
forfeitures, reasonable legal fees and related costs, judgments, and any
other
costs, fees and expenses that the Trustee, the Depositor, the Master Servicer,
the Trust Administrator, the Certificate Insurer and any Certificateholder
may
sustain in any way related to the failure of the Servicer or the Master
Servicer, as applicable, to perform its duties and service the Mortgage Loans
in
compliance with the terms of this Agreement. The Servicer and the Master
Servicer shall immediately notify the Trustee, the Depositor, the Master
Servicer, the Trust Administrator, the Certificate Insurer and each
Certificateholder if a claim is made that may result in such claims, losses,
penalties, fines, forfeitures, legal fees or related costs, judgments, or
any
other costs, fees and expenses, and the Servicer or the Master Servicer,
as
applicable, shall assume (with the consent of the Master Servicer in the
case of
the Servicer) the defense of any such claim and pay all expenses in connection
therewith, including reasonable counsel fees, and promptly pay, discharge
and
satisfy any judgment or decree which may be entered against the Servicer,
the
Trustee, the Depositor, the Master Servicer, the Trust Administrator, the
Certificate Insurer and/or Certificateholder in respect of such claim.
Notwithstanding anything to the contrary contained herein, the Servicer or
the
Master Servicer, as the case may be, shall not settle any claim involving
the
Trustee without the Trustee’s prior written consent (such consent not to be
unreasonably withheld) unless such settlement involves a complete and absolute
release of the Trustee from any and all liability in connection with such
claim.
The provisions of this paragraph shall survive the termination of this Agreement
and the payment of the outstanding Certificates.
| SECTION 6.04. |
Servicer
Not to Resign.
|
Subject
to the provisions of Section 7.01 and Section 6.02, the Servicer shall not
resign from the obligations and duties hereby imposed on it except (i) upon
determination that the performance of its obligations or duties hereunder
are no
longer permissible under applicable law or are in material conflict by reason
of
applicable law with any other activities carried on by it or its subsidiaries
or
Affiliates, the other activities of the Servicer so causing such a conflict
being of a type and nature carried on by the Servicer or its subsidiaries
or
Affiliates at the date of this Agreement or (ii) upon satisfaction of the
following conditions: (a) the Servicer has proposed a successor servicer
to the
Master Servicer, the Certificate Insurer and the Pool Insurer in writing
and
such proposed successor servicer is reasonably acceptable to the Master Servicer
and the Certificate Insurer and (b) each Rating Agency shall have delivered
a
letter to the Master Servicer, the Trust Administrator and the Certificate
Insurer prior to the appointment of the successor servicer stating that the
proposed appointment of such successor servicer as Servicer hereunder will
not
result in the reduction or withdrawal of the then current rating of the
Certificates; provided,
however,
that no
such resignation by the Servicer shall become effective until such successor
servicer or, in the case of (i) above, the Master Servicer shall have assumed
the Servicer’s responsibilities and obligations hereunder or the Master Servicer
shall have designated, with the consent of Certificate Insurer, a successor
servicer in accordance with Section 7.02. Any such resignation shall not
relieve
the Servicer of responsibility for any of the obligations specified in Sections
7.01 and 7.02 as obligations that survive the resignation or termination
of the
Servicer.
Notwithstanding
anything to the contrary which may be set forth above, the Master Servicer,
the
Trust Administrator and the Depositor, and with the consent of the Pool Insurer,
hereby specifically (i) consent to the pledge and assignment by the Servicer
of
all the Servicer’s right, title and interest in, to and under this Agreement to
the Servicing Rights Pledgee, for the benefit of certain lenders, and (ii)
provided that no Servicer Event of Termination or Master Servicer Event of
Termination exists, agree that upon delivery to the Master Servicer by the
Servicing Rights Pledgee of a letter signed by the Servicer whereunder the
Servicer shall resign as Servicer under this Agreement, the Master Servicer
shall appoint the Servicing Rights Pledgee or its designee as successor
servicer, provided that at the time of such appointment, the Servicing Rights
Pledgee or such designee meets the requirements of a successor servicer pursuant
to Section 7.02(a) and agrees to be subject to the terms of this Agreement.
If,
pursuant to any provision hereof, the duties of the Servicer are transferred
to
a successor, the entire amount of the Servicing Fee and other compensation
payable to the Servicer pursuant hereto shall thereafter be payable to such
successor.
| SECTION 6.05. |
Delegation
of Duties.
|
In
the
ordinary course of business, the Servicer at any time may delegate any of
its
duties hereunder to any Person, including any of its Affiliates, who agrees
to
conduct such duties in accordance with standards comparable to those set
forth
in Section 3.01. Such delegation shall not relieve the Servicer of its
liabilities and responsibilities with respect to such duties and shall not
constitute a resignation within the meaning of Section 6.04. Except as provided
in Section 3.02, no such delegation is permitted that results in the delegee
subservicing any Mortgage Loans. The Servicer shall provide the Master Servicer,
the Trust Administrator, the Swap Provider and the Certificate Insurer with
60
days prior written notice prior to the delegation of any of its duties to
any
Person other than any of the Servicer’s Affiliates or their respective
successors and assigns.
The
Master Servicer may sell, assign or delegate its rights, duties and obligations
as Master Servicer under this Agreement in their entirety; provided, however,
that: (i) the purchaser or transferee accepting such sale, assignment and
delegation (a) shall be a Person qualified to service mortgage loans for
Xxxxxx
Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less than $50,000,000
(unless otherwise approved by the Certificate Insurer and each Rating Agency
pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the
Trustee and the Certificate Insurer (as evidenced in a writing signed by
the
Trustee and the Certificate Insurer); and (d) shall execute and deliver to
the
Trustee and the Certificate Insurer an agreement, in form and substance
reasonably satisfactory to the Trustee and the Certificate Insurer, which
contains an assumption by such Person of the due and punctual performance
and
observance of each covenant and condition to be performed or observed by
it as
master servicer under this Agreement from and after the effective date of
such
assumption agreement; (ii) each Rating Agency shall be given prior written
notice of the identity of the proposed successor to the Master Servicer and
shall confirm in writing to the Master Servicer, the Certificate Insurer
and the
Trustee that any such sale, assignment or delegation would not result in
a
withdrawal or a downgrading of the rating on any Class of Certificates in
effect
immediately prior to such sale, assignment or delegation; and (iii) the Master
Servicer shall deliver to the Trustee and the Certificate Insurer an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to such action under this Agreement have been fulfilled and such
action is permitted by and complies with the terms of this Agreement. No
such
sale, assignment or delegation shall affect any liability of the Master Servicer
arising prior to the effective date thereof.
| SECTION 6.06. |
Successor
Master Servicer.
|
In
connection with the appointment of any successor master servicer or the
assumption of the duties of the Master Servicer, the Depositor or the Trustee
may make such arrangements for the compensation of such successor master
servicer out of payments on the Mortgage Loans as the Depositor or the Trustee
and such successor master servicer shall agree. If the successor master servicer
does not agree that such market value is a fair price, such successor master
servicer shall obtain two quotations of market value from third parties actively
engaged in the master servicing of single-family mortgage loans. Notwithstanding
the foregoing, the compensation payable to a successor master servicer may
not
exceed the compensation which the Master Servicer would have been entitled
to
retain if the Master Servicer had continued to act as Master Servicer
hereunder.
| SECTION 6.07. |
Inspection.
|
The
Servicer, in its capacity as Originator and Servicer, shall afford the Trustee,
the Master Servicer, the Trust Administrator and the Certificate Insurer,
upon
reasonable advance notice, during normal business hours, access to all records
maintained by the Servicer in respect of its rights and obligations hereunder
and access to officers of the Servicer responsible for such obligations.
Upon
request, the Servicer shall furnish to the Trustee, the Master Servicer,
the
Trust Administrator and the Certificate Insurer its most recent publicly
available financial statements and such other information relating to its
capacity to perform its obligations under this Agreement.
| SECTION 6.08. |
Credit
Risk Manager.
|
For
and
on behalf of the Certificate Insurer, the Credit Risk Manager will provide
reports and recommendations to the Certificate Insurer concerning certain
delinquent and defaulted Mortgage Loans, and as to the collection of any
Prepayment Charges with respect to the Mortgage Loans. Such reports and
recommendations will be based upon information provided to the Credit Risk
Manager pursuant to the Credit Risk Management Agreement, and the Credit
Risk
Manager shall look solely to the Servicer and/or Master Servicer for all
information and data (including loss and delinquency information and data)
relating to the servicing of the Mortgage Loans. Upon any termination of
the Credit Risk Manager or the appointment of a successor credit risk manager,
the Trustee, if it has been notified in writing of such termination or
appointment, shall give written notice thereof to the Servicer and the
Depositor.
| SECTION 6.09. |
Limitation
Upon Liability of the Credit Risk
Manager.
|
Neither
the Credit Risk Manager, nor any of its directors, officers, employees, or
agents shall be under any liability to the Trustee, the Certificateholders,
the
Trust Administrator, the Master Servicer, the Servicer or the Depositor for
any
action taken or for refraining from the taking of any action made in good
faith
pursuant to this Agreement, in reliance upon information provided by the
Servicer and/or Master Servicer under the Credit Risk Management Agreement,
or
for errors in judgment; provided, however, that this provision shall not
protect
the Credit Risk Manager or any such person against liability that would
otherwise be imposed by reason of willful malfeasance or bad faith in its
performance of its duties. The Credit Risk Manager and any director, officer,
employee, or agent of the Credit Risk Manager 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, and may rely in good faith upon
the
accuracy of information furnished by the Servicer and/or Master Servicer
pursuant to the Credit Risk Management Agreement in the performance of its
duties thereunder and hereunder.
| SECTION 6.10. |
Removal
of the Credit Risk Manager.
|
The
Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
holding not less than 66 2/3% of the Voting Rights in the Trust Fund and
with
the consent of the Certificate Insurer. The Certificateholders shall provide
written notice of the Credit Risk Manager’s removal to the Trustee, the Trust
Administrator and the Certificate Insurer. Upon receipt of such notice, the
Trust Administrator shall provide written notice to the Credit Risk Manager
of
its removal, which shall be effective upon receipt of such notice by the
Credit
Risk Manager.
ARTICLE
VII
DEFAULT
| SECTION 7.01. |
Master
Servicer Events of Termination and Servicer Events of
Termination.
|
(a) If
any
one of the following events (“Servicer Events of Termination”) shall occur and
be continuing:
(i) (A)
The
failure by the Servicer to make any Advance; or (B) any other failure by
the
Servicer to deposit in the Collection Account or Distribution Account any
deposit required to be made under the terms of this Agreement which continues
unremedied for a period of one Business Day after the date upon which written
notice of such failure shall have been given to the Servicer and the Certificate
Insurer by the Trust Administrator or to the Trust Administrator by the
Certificate Insurer or any Holders of a Regular Certificate evidencing at
least
25% of the Voting Rights; or
(ii) The
failure by the Servicer to make any required Servicing Advance which failure
continues unremedied for a period of 30 days, or the failure by the Servicer
duly to observe or perform, in any material respect, any other covenants,
obligations or agreements of the Servicer as set forth in this Agreement,
which
failure continues unremedied for a period of 30 days, after the date (A)
on
which written notice of such failure, requiring the same to be remedied,
shall
have been given to the Servicer and the Certificate Insurer by the Trust
Administrator or to the Trust Administrator by the Certificate Insurer or
any
Holders of a Regular Certificate evidencing at least 25% of the Voting Rights
or
(B) of actual knowledge of such failure by a Servicing Officer of the Servicer;
or
(iii) The
entry
against the Servicer of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any insolvency, conservatorship,
receivership, readjustment of debt, marshalling 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 unstayed and in effect for a
period
of 60 days; or
(iv) The
Servicer shall voluntarily go into liquidation, consent to the appointment
of a
conservator or receiver or liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Servicer or of or relating to all or
substantially all of its property; or a decree or order of a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver, liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Servicer and such decree or order shall have remained
in force undischarged, unbonded or unstayed for a period of 60 days; or the
Servicer shall admit in writing its inability to pay its debts generally
as they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors
or
voluntarily suspend payment of its obligations; or
(v) A
Delinquency Servicer Termination Trigger has occurred and is continuing;
and
(vi) A
Cumulative Loss Servicer Termination Trigger has occurred and is
continuing.
then,
and
in each and every such case, so long as a Servicer Event of Termination shall
not have been remedied within the applicable grace period, (x) with respect
solely to clause (i)(A) above, if such Advance is not made by 12:00 P.M.,
New
York time, on the Business Day immediately following the Servicer Remittance
Date (provided the Trust Administrator shall give the Servicer and the
Certificate Insurer notice of such failure to advance by 5:00 P.M. New York
time
on the Servicer Remittance Date), the Trustee shall, at the direction of
the
Certificate Insurer, terminate all of the rights and obligations of the Servicer
under this Agreement and the Trust Administrator, or a successor servicer
appointed in accordance with Section 7.02, shall immediately make such Advance
and assume, pursuant to Section 7.02, the duties of a successor servicer,
(y) in
the case of (i)(B), (ii), (iii) and (iv) above, the Trust Administrator shall,
at the written direction of the Certificate Insurer or the Holders of each
Class
of Regular Certificates evidencing Percentage Interests aggregating not less
than 51% (with the consent of the Certificate Insurer), by notice then given
in
writing to the Servicer and to the Trust Administrator and (z) in the case
of
(v) and (vi) above, the Trust Administrator shall, at the direction of the
Certificate Insurer, by notice then given in writing to the Servicer and
to the
Trust Administrator, terminate all of the rights and obligations of the Servicer
as servicer under this Agreement. Any such notice to the Servicer shall also
be
given to each Rating Agency, the Depositor, the Swap Provider and the
Originator. On or after the receipt by the Servicer (and by the Trust
Administrator if such notice is given by the Holders or the Certificate Insurer)
of such written notice, all authority and power of the Servicer under this
Agreement, whether with respect to the Certificates or the Mortgage Loans
or
otherwise, shall pass to and be vested in the Master Servicer pursuant to
and
under this Section; and, without limitation, and the Master Servicer 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 of each Mortgage Loan and related documents or otherwise. The
Servicer agrees to cooperate with the Master Servicer (or the applicable
successor servicer) in effecting the termination of the responsibilities
and
rights of the Servicer hereunder, including, without limitation, the delivery
to
the Master Servicer (as successor Master Servicer and Servicer) of all documents
and records requested by it to enable it to assume the Servicer’s functions
under this Agreement within ten Business Days subsequent to such notice,
the
transfer within one Business Day subsequent to such notice to the Master
Servicer (or the applicable successor servicer) for the administration by
either
of them of all cash amounts that shall at the time be held by the Servicer
and
to be deposited by either of them in the Collection Account, the Distribution
Account, any REO Account or any Servicing Account or that have been deposited
by
the Servicer in such accounts or thereafter received by the Servicer with
respect to the Mortgage Loans or any REO Property received by the Servicer.
All
reasonable costs and expenses (including attorneys’ fees) incurred in connection
with transferring the Mortgage Files to the successor servicer and amending
this
Agreement to reflect such succession as Servicer pursuant to this Section
shall
be paid by the predecessor Servicer (or if the predecessor Servicer is the
Master Servicer, the initial Servicer) upon presentation of reasonable
documentation of such costs and expenses and to the extent not paid by the
Servicer, by the Trust.
(b) In
connection with any failure by the Servicer to make any remittance required
to
be made by the Servicer to the Distribution Account pursuant to this Section
7.01 on the day and by the time such remittance is required to be made under
the
terms of this Section 7.01 (without giving effect to any grace or cure period),
the Servicer shall pay to the Trust Administrator for the account of the
Trust
Administrator interest at the Prime Rate on any amount not timely remitted
from
and including the day such remittance was required to be made to, but not
including, the day on which such remittance was actually made.
(c) “Master
Servicer Event of Termination,” wherever used herein, means any one of the
following events:
(i) the
Master Servicer fails to cause to be deposited in the Distribution Account
any
amount so required to be deposited pursuant to this Agreement (other than
an
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 Master Servicer;
or
(ii) the
Master Servicer fails to observe or perform in any material respect any other
material covenants and agreements set forth in this Agreement to be performed
by
it, which covenants and agreements materially affect the rights of
Certificateholders and the Certificate Insurer, and such failure continues
unremedied for a period of 60 days after the date on which written notice
of
such failure, properly requiring the same to be remedied, shall have been
given
to the Master Servicer by the Trustee or to the Master Servicer and the Trustee
by the Certificate Insurer or the Holders of Certificates evidencing not
less
than 25% of the Voting Rights with the consent of the Certificate Insurer;
or
(iii) there
is
entered against the Master Servicer a decree or order by a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver or liquidator in any insolvency, readjustment of
debt,
marshaling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, and the continuance of any such decree
or
order is unstayed and in effect for a period of 60 consecutive days, or an
involuntary case is commenced against the Master Servicer under any applicable
insolvency or reorganization statute and the petition is not dismissed within
60
days after the commencement of the case; or
(iv) the
Master Servicer consents to the appointment of a conservator or receiver
or
liquidator in any insolvency, readjustment of debt, marshaling of assets
and
liabilities or similar proceedings of or relating to the Master Servicer
or
substantially all of its property; or the Master Servicer admits in writing
its
inability to pay its debts generally as they become due, files a petition
to
take advantage of any applicable insolvency or reorganization statute, makes
an
assignment for the benefit of its creditors, or voluntarily suspends payment
of
its obligations; or
(v) the
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Section 6.05; or
(vi) any
failure of the Master Servicer to make any Advance (other than a Nonrecoverable
Advance) required to be made from its own funds pursuant to Section 4.03 by
5:00 p.m. New York time on the Business Day prior to the applicable Distribution
Date.
In
each
and every such case, so long as such Master Servicer Event of Termination
with
respect to the Master Servicer shall not have been remedied, either the Trustee,
shall at the direction of the Certificate Insurer or the Holders of Certificates
evidencing not less than 51% of the Voting Rights with the consent of the
Certificate Insurer, by notice in writing to the Depositor, the Master Servicer
(and to the Trustee if given by such Certificateholders), with a copy to
the
Rating Agencies and the Credit Risk Manager, may terminate all of the rights
and
obligations (but not the liabilities) of the Master Servicer under this
Agreement and in and to the Mortgage Loans and/or the REO Property master
serviced by the Master Servicer and the proceeds thereof. Upon the receipt
by
the Master Servicer of the written notice, all authority and power of the
Master
Servicer under this Agreement, whether with respect to the Certificates,
the
Mortgage Loans, REO Property or under any other related agreements (but only
to
the extent that such other agreements relate to the Mortgage Loans or related
REO Property) shall, subject to Section 7.03, automatically and without
further action pass to and be vested in the Trustee (as successor master
servicer) pursuant to this Section 7.01(b); and, without limitation, the
Trustee (as successor master servicer) is hereby authorized and empowered
to
execute and deliver, on behalf of the Master Servicer as attorney-in-fact
or
otherwise, any and all documents and other instruments and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes
of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. The
Master
Servicer agrees to cooperate with the Trustee in effecting the termination
of
the Master 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 Fund or which thereafter become part
of
the Trust Fund; and (ii) originals or copies of all documents of the Master
Servicer reasonably requested by the Trustee to enable it to assume the Master
Servicer’s duties thereunder. In addition to any other amounts which are then,
or, notwithstanding the termination of its activities under this Agreement,
may
become payable to the Master Servicer under this Agreement, the Master Servicer
shall be entitled to receive, out of any amount received on account of a
Mortgage Loan or related REO Property, that portion of such payments which
it
would have received as reimbursement under this Agreement if notice of
termination had not been given. The termination of the rights and obligations
of
the Master Servicer shall not effect any obligations incurred by the Master
Servicer prior to such termination.
Notwithstanding
the foregoing, if a Master Servicer Event of Termination described in clause
(vi) of this Section 7.01(b) shall occur, the Trustee shall, by notice in
writing to the Master Servicer and the Certificate Insurer, which may be
delivered by telecopy, immediately terminate all of the rights and obligations
of the Master Servicer thereafter arising under this Agreement, but without
prejudice to any rights it may have as a Certificateholder or to reimbursement
of Advances and other advances of its own funds, and the Trustee shall (as
successor master servicer) act as provided in Section 7.03 to carry out the
duties of the Master Servicer, including the obligation to make any Advance
the
nonpayment of which was a Master Servicer Event of Termination described
in
clause (vi) of this Section 7.01(b). Any such action taken by the Trustee
or the Trust Administrator must be prior to the distribution on the relevant
Distribution Date.
| SECTION 7.02. |
Master
Servicer or Trustee to Act; Appointment of
Successor.
|
(a) From
the
time the Servicer (and the Trustee, if notice is sent by the Holders) receives
a
notice of termination pursuant to Section 7.01 or 6.04, the Master Servicer
(or
such other successor servicer as is acceptable to the Certificate Insurer
and is
approved in accordance with this Agreement) shall be the successor in all
respects to the Servicer in its capacity as servicer under this Agreement
and
the transactions set forth or provided for herein and shall be subject to
all
the responsibilities, duties and liabilities relating thereto placed on the
Servicer by the terms and provisions hereof arising on and after its succession.
Notwithstanding the foregoing, the parties hereto agree that the Master
Servicer, in its capacity as successor servicer, immediately will assume
all of
the obligations of the Servicer to make advances. Notwithstanding the foregoing,
the Master Servicer, in its capacity as successor servicer, shall not be
responsible for the lack of information and/or documents that it cannot obtain
through reasonable efforts. It is understood and acknowledged by the parties
hereto that there will be a period of transition (not to exceed 100 days)
before
the transition of servicing obligations is fully effective. As compensation
therefor, the Master Servicer (or such other successor servicer) shall be
entitled to such compensation as the Servicer would have been entitled to
hereunder if no such notice of termination had been given. Notwithstanding
the
above, (i) if the Master Servicer is unwilling to act as successor servicer
or
(ii) if the Master Servicer is legally unable so to act, the Certificate
Insurer
shall appoint a successor servicer, and if the Certificate Insurer does not,
the
Master Servicer (with the consent of the Certificate Insurer) shall appoint
or
petition a court of competent jurisdiction to appoint, any established housing
and home finance institution, bank or other mortgage loan or home equity
loan
servicer having a net worth of not less than $50,000,000 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 appointment
of any such successor servicer shall be approved by the Certificate Insurer
, as
evidenced by the prior written consent of the Certificate Insurer, and will
not
result in the qualification, reduction or withdrawal of the ratings assigned
to
the Certificates by the Rating Agencies as evidenced by a letter to such
effect
from the Rating Agencies. Pending appointment of a successor to the Servicer
hereunder, unless the Master Servicer is prohibited by law from so acting,
the
Master Servicer (and if the Master Servicer defaults in its capacity as
successor servicer, then the Trustee or any other successor servicer) shall
act
in such capacity as hereinabove provided. In connection with such appointment
and assumption, the successor shall be entitled to receive compensation out
of
payments on Mortgage Loans in an amount equal to the compensation which the
Servicer would otherwise have received pursuant to Section 3.18 (or such
other
compensation as the Master Servicer and such successor shall agree, not to
exceed the Servicing Fee). The appointment of a successor servicer shall
not
affect any liability of the predecessor Servicer which may have arisen under
this Agreement prior to its termination as Servicer to pay any deductible
under
an insurance policy pursuant to Section 3.14 or to indemnify the Master Servicer
or the Certificate Insurer pursuant to Section 6.03), nor shall any successor
servicer be liable for any acts or omissions of the predecessor Servicer
or for
any breach by the Servicer of any of its representations or warranties contained
herein or in any related document or agreement. The Master Servicer and such
successor shall take such action, consistent with this Agreement, as shall
be
necessary to effectuate any such succession. All Servicing Transfer Costs
shall
be paid by the predecessor Servicer upon presentation of reasonable
documentation of such costs, and if such predecessor Servicer defaults in
its
obligation to pay such costs, such costs shall be paid by the successor servicer
or the Master Servicer (in which case the successor servicer or the Master
Servicer, as applicable, shall be entitled to reimbursement therefor from
the
assets of the Trust).
In
the
event of a Servicer Event of Termination, notwithstanding anything to the
contrary above, the Master Servicer and the Depositor hereby agree that upon
delivery to the Master Servicer by the Servicing Rights Pledgee of a letter
signed by the Servicer within ten Business Days of when notification of such
event shall have been provided to the Master Servicer, whereunder the Servicer
shall resign as Servicer under this Agreement, the Servicing Rights Pledgee
or
its designee shall be appointed as successor servicer (provided that at the
time
of such appointment the Servicing Rights Pledgee or such designee meets the
requirements of a successor servicer set forth above) and the Servicing Rights
Pledgee agrees to be subject to the terms of this Agreement.
Notwithstanding
any provision in this Agreement to the contrary, for a period of 10 days
following the date on which the Servicer shall have received a notice of
termination pursuant to Section 7.01 of this Agreement, the Servicer or its
designee may appoint a Servicing Rights Pledgee, that satisfies the eligibility
criteria of a successor servicer set forth below, as successor servicer which
appointment shall be subject to the consent of the Depositor, the Certificate
Insurer and the Trustee, which consent shall not be unreasonably withheld
or
delayed; provided that such successor servicer agrees to fully effect the
servicing transfer within 90 days following the termination of the Servicer
and
to make all Advances that would otherwise be made by the Master Servicer
under
Section 7.01 as of the date of such appointment, and to reimburse the Master
Servicer for any unreimbursed Advances they have made and any reimbursable
expenses that they may have incurred in connection with this Section 7.02.
Any
proceeds received in connection with the appointment of such successor Servicer
shall be the property of the Servicer or its designee.
(b) Any
successor to the Servicer, including the Master Servicer, shall during the
term
of its service as servicer continue to service and administer the Mortgage
Loans
for the benefit of Certificateholders and the Certificate Insurer, and maintain
in force a policy or policies of insurance covering errors and omissions
in the
performance of its obligations as Servicer hereunder and a Fidelity Bond
in
respect of its officers, employees and agents to the same extent as the Servicer
is so required pursuant to Section 3.14. So long as the Pool Policy is in
effect, any successor servicer must be previously approved in writing by
the
Pool Insurer.
| SECTION 7.03. |
Reserved..
|
| SECTION 7.04. |
Reserved.
|
| SECTION 7.05. |
Survivability
of Servicer and Master Servicer
Liabilities.
|
Notwithstanding
anything herein to the contrary, upon termination of the Servicer or the
Master
Servicer hereunder, any liabilities of the Servicer or the Master Servicer,
as
applicable, which accrued prior to such termination shall survive such
termination.
| SECTION 7.06. |
Trustee
to Act; Appointment of Successor Master
Servicer.
|
Upon
the
receipt by the Master Servicer of a notice of termination pursuant to
Section 7.01(b) or an Opinion of Counsel rendered by Independent counsel
pursuant to Section 6.05(b) to the effect that the Master Servicer is
legally unable to act or to delegate its duties to a Person which is legally
able to act, the Trustee shall automatically become the successor in all
respects to the Master Servicer in its capacity under this Agreement and
the
transactions set forth or provided for herein and shall thereafter be subject
to
all the responsibilities, duties, liabilities and limitations on liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however, that the Trustee (i) shall have no obligation
whatsoever with respect to any liability (other than Advances deemed recoverable
and not previously made) incurred by the Master Servicer at or prior to the
time
of termination (ii) shall not be obligated to perform any obligation of the
Master Servicer under Section 3.20 or 3.21 with respect to any period of
time
during which the Trustee was not the Master Servicer and (iii) shall not
be
deemed to be in default hereunder by reason of any failure to make, or any
delay
in making, any distribution hereunder or any portion thereof or any failure
to
perform, or any delay in performing, any duties or responsibilities hereunder,
in either case caused by the failure of the Master Servicer to deliver or
provide, or any delay in delivering or providing, any cash, information,
documents or records to it. As compensation therefor, but subject to
Section 6.05, the Trustee shall be entitled to compensation which the
Master Servicer would have been entitled to retain if the Master Servicer
had
continued to act hereunder, except for those amounts due the Master Servicer
as
reimbursement permitted under this Agreement for advances previously made
or
expenses previously incurred. Notwithstanding the above, the Trustee may,
if it
shall be unwilling so to act, or shall, if it is legally unable so to act,
appoint or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution which is a Xxxxxx Xxx- or
Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master
Servicer only, having a net worth of not less than $50,000,000, as the successor
to the Master Servicer hereunder in the assumption of all or any part of
the
responsibilities, duties or liabilities of the Master Servicer hereunder;
provided, that the Depositor shall obtain consent and a letter or other evidence
from each Rating Agency that the ratings, if any, on each of the Certificates
will not be lowered as a result of the selection of the successor to the
Master
Servicer. Pending appointment of a successor to the Master Servicer hereunder,
the Trustee 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 6.05 shall apply, the compensation shall not be in excess of that
which the Master Servicer would have been entitled to if the Master Servicer
had
continued to act hereunder, and that such successor shall undertake and assume
the obligations of the Trustee to pay compensation to any third Person acting
as
an agent or independent contractor in the performance of master servicing
responsibilities hereunder. Notwithstanding anything herein to the contrary,
in
no event shall the Trustee, be liable for any Master Servicing Fee or for
any
differential in the amount of the Master Servicing Fee paid hereunder and
the
amount necessary to induce any successor master servicer to act as successor
master servicer under this Agreement and the transactions set forth or provided
for herein. The Trustee and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such
succession.
If
the
Master Servicer and the Trust Administrator are the same entity, then at
any
time the Master Servicer resigns or is removed as Master Servicer, the Trust
Administrator shall also be removed hereunder. All reasonable Master Servicing
Transfer Costs shall be paid by the predecessor Master Servicer (or, if the
Trustee is the predecessor master servicer, the Trust Fund) upon presentation
of
reasonable documentation of such costs, and if such predecessor Master Servicer
defaults in its obligation to pay such costs, such costs shall be paid by
the
successor master servicer or if the successor Master Servicer is the Trustee,
the Trustee (in which case the successor master servicer or the Trustee,
as
applicable, shall be entitled to reimbursement therefor from the assets of
the
Trust Fund).
If
the
Trustee shall succeed to any duties of the Master Servicer respecting the
Mortgage Loans as provided herein, it shall do so in a separate capacity
and not
in its capacity as Trustee and, accordingly, the provisions of Article VIII
shall be inapplicable to the Trustee in its duties as the successor to the
Master Servicer in the master servicing of the Mortgage Loans (although such
provisions shall continue to apply to the Trustee in its capacity as Trustee);
the provisions of Article VI, however, shall apply to it in its capacity
as
successor master servicer.
| SECTION 7.07. |
Waiver
of Defaults.
|
The
Majority Certificateholders (with the consent of the Certificate Insurer)
may,
on behalf of all Certificateholders, waive any events permitting removal
of the
Servicer pursuant to this Article VII, provided, however, that the Majority
Certificateholders may not waive a default in making a required distribution
on
a Certificate without the consent of the Holder of such Certificate. Upon
any
waiver of a past default, such default shall cease to exist and any Master
Servicer Event of Termination arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend
to any
subsequent or other default or impair any right consequent thereto except
to the
extent expressly so waived. Notice of any such waiver shall be given by the
Trust Administrator or the Trustee, as applicable, to the Rating
Agencies.
| SECTION 7.08. |
Notification
to Certificateholders.
|
(a) Upon
any
termination or appointment of a successor to the Servicer or the Master Servicer
pursuant to this Article VII or Section 6.04, the Trust Administrator, or
in the
event of the termination of the Master Servicer, the Trustee (or such other
trust administrator) shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register, the Certificate Insurer, each Swap Provider and each Rating
Agency.
(b) No
later
than 60 days after the occurrence of any event which constitutes or which,
with
notice or a lapse of time or both, would constitute a Servicer Event of
Termination or a Master Servicer Event of Termination for five Business Days
after a Responsible Officer of the Trust Administrator (in the case of a
Servicer Event of Termination) or the Trustee (in the case of a Master Servicer
Event of Termination) becomes aware of the occurrence of such an event, the
Trust Administrator or Trustee, as applicable, shall transmit by mail to
the
Credit
Risk Manager,
the
Certificate Insurer and all Certificateholders notice of such occurrence
unless
such default, Servicer Event of Termination or Master Servicer Event of
Termination shall have been waived or cured.
| SECTION 7.09. |
Survivability
of Servicer and Master Servicer
Liabilities.
|
Notwithstanding
anything herein to the contrary, upon termination of the Servicer or the
Master
Servicer hereunder, any liabilities of the Servicer or the Master Servicer,
as
applicable, which accrued prior to such termination shall survive such
termination.
ARTICLE
VIII
THE
TRUSTEE AND THE TRUST ADMINISTRATOR
| SECTION 8.01. |
Duties
of Trustee and the Trust
Administrator.
|
The
Trustee and the Trust Administrator, prior to the occurrence of a Servicer
Event
of Termination or Master Servicer Event of Termination and after the curing
of
all Servicer Events of Termination or Master Servicer Event of Termination
which
may have occurred, undertakes to perform such duties and only such duties
as are
specifically set forth in this Agreement. If a Servicer Event of Termination
or
a Master Servicer Event of Termination has occurred (which has not been cured)
of which a Responsible Officer has knowledge, each of the Trustee and the
Trust
Administrator shall exercise such of the rights and powers vested in it by
this
Agreement, and use the same degree of care and skill in their exercise, as
a
prudent man would exercise or use under the circumstances in the conduct
of his
own affairs.
Each
of
the Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee and the Trust Administrator which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform to the
requirements of this Agreement; provided, however, that neither the Trustee
nor
the Trust Administrator will be responsible for the accuracy or content of
any
such resolutions, certificates, statements, opinions, reports, documents
or
other instruments. If any such instrument is found not to conform to the
requirements of this Agreement in a material manner the Trustee or the Trust
Administrator, as applicable shall take such action as it deems appropriate
to
have the instrument corrected, and if the instrument is not corrected to
the
Trustee’s or the Trust Administrator’s satisfaction, the Trustee or the Trust
Administrator, as applicable, will provide notice thereof to the
Certificateholders and the Certificate Insurer.
No
provision of this Agreement shall be construed to relieve the Trustee or
the
Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own misconduct; provided,
however,
that:
(i) prior
to
the occurrence of a Servicer Event of Termination or Master Servicer Event
of
Termination, and after the curing of all such Servicer Events of Termination
or
Master Servicer Events of Termination which may have occurred, the duties
and
obligations of the Trustee and the Trust Administrator shall be determined
solely by the express provisions of this Agreement, the Trustee and the Trust
Administrator shall not be liable except for the performance of such 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
or the Trust Administrator and, in the absence of bad faith on the part of
the
Trustee or the Trust Administrator, as applicable, the Trustee or the Trust
Administrator, as applicable, 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 or the Trust Administrator,
as
the case may be, and conforming to the requirements of this
Agreement;
(ii) neither
the Trustee nor the Trust Administrator shall be personally liable for an
error
of judgment made in good faith by a Responsible Officer of the Trustee or
the
Trust Administrator, as applicable, unless it shall be proved that the Trustee
or the Trust Administrator, as the case may be, was negligent in ascertaining
or
investigating the facts related thereto;
(iii) neither
the Trustee nor the Trust Administrator shall be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good faith
in
accordance with the direction of the Certificate Insurer or the Majority
Certificateholders relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee or the Trust Administrator,
as applicable, or exercising or omitting to exercise any trust or power
conferred upon the Trustee, under this Agreement; and
(iv) the
Trustee shall not be charged with knowledge of any Servicer Event of Termination
or Master Servicer Event of Termination unless a Responsible Officer of the
Trustee at the Corporate Trust Office obtains actual knowledge of such Servicer
Event of Termination or Master Servicer Event of Termination or the Trustee
receives written notice of such Servicer Event of Termination or Master Servicer
Event of Termination from the Servicer, the Master Servicer, the Certificate
Insurer or the Majority Certificateholders.
Neither
the Trustee (regardless of the capacity in which it is acting) nor the Trust
Administrator shall be required to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder,
or
in the exercise of any of its rights or powers, if there is reasonable ground
for believing that the repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it, and none of the
provisions contained in this Agreement shall in any event require the Trustee
to
perform, or be responsible for the manner of performance of, any of the
obligations of the Master Servicer under 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 Master Servicer in accordance
with
the terms of this Agreement.
| SECTION 8.02. |
Certain
Matters Affecting the Trustee and the Trust
Administrator.
|
Except
as
otherwise provided in Section 8.01:
(a) (i) either
the Trustee or the Trust Administrator may request and rely upon, and shall
be
protected in acting or refraining from acting upon, any resolution, Officers’
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or
other paper or document reasonably believed by it to be genuine and to have
been
signed or presented by the proper party or parties, and the manner of obtaining
consents and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable regulations as the
Trustee or the Trust Administrator may prescribe;
(ii) either
the Trustee or the Trust Administrator may consult with counsel and any Opinion
of Counsel shall be full and complete authorization and protection in respect
of
any action taken or suffered or omitted by it hereunder in good faith and
in
accordance with such Opinion of Counsel;
(iii) neither
the Trustee nor the Trust Administrator shall be under obligation to exercise
any of the rights or powers vested in it by 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 or the Certificate
Insurer, pursuant to the provisions of this Agreement, unless such
Certificateholders or the Certificate Insurer, as applicable, shall have
offered
to the Trustee or the Trust Administrator, as applicable, reasonable security
or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby; the right of the Trustee or the Trust Administrator to
perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and neither the Trustee nor the Trust Administrator
shall
be answerable for other than its negligence or willful misconduct in the
performance of any such act;
(iv) neither
the Trustee nor the Trust Administrator shall be personally liable 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) prior
to
the occurrence of a Servicer Event of Termination or Master Servicer Event
of
Termination and after the curing of all Servicer Events of Termination or
Master
Servicer Events of Termination which may have occurred, neither the Trustee
nor
the Trust Administrator shall 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 documents, unless requested in writing to do so by the Certificate Insurer
or
the Majority Certificateholder; provided, however, that if the payment within
a
reasonable time to the Trustee or the Trust Administrator, as applicable,
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 or the Trust Administrator,
as
applicable, not reasonably assured to the Trustee or the Trust Administrator,
as
applicable, by the security afforded to it by the terms of this Agreement,
the
Trustee or the Trust Administrator, as applicable, may require reasonable
indemnity against such cost, expense or liability as a condition to such
proceeding. The reasonable expense of every such examination shall be paid
by
the Servicer, the Certificate Insurer (if requested by the Certificate Insurer)
or, if paid by the Trustee or the Trust Administrator, as applicable, shall
be
reimbursed by the Servicer, the Certificate Insurer (if requested by the
Certificate Insurer) upon demand and, if not reimbursed by the Servicer,
the
Certificate Insurer (if requested by the Certificate Insurer) shall be
reimbursed by the Trust. Nothing in this clause (v) shall derogate from the
obligation of the Servicer to observe any applicable law prohibiting disclosure
of information regarding the Mortgagors;
(vi) the
Trustee or the Trust Administrator shall not be accountable, shall have no
liability and make no representation as to any acts or omissions hereunder
of
the Servicer until such time as the Trustee may be required to act as Servicer
pursuant to Section 7.02 and thereupon only for the acts or omissions of
the
Trustee as successor servicer;
(vii) the
Trustee or the Trust Administrator may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys, custodians or nominees;
(viii) the
right
of the Trustee or the Trust Administrator to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the Trustee
shall not be answerable for other than its negligence or willful misconduct
in
the performance of such act or in connection with any failure to act;
(ix) neither
the Trustee nor the Trust Administrator shall be personally liable for any
loss
resulting from the investment of funds held in the Collection Account or
the REO
Account made at the direction of the Servicer pursuant to Section 3.12;
(x) the
Trustee or the Trust Administrator or its Affiliates are permitted to receive
compensation that could be deemed to be in the Trustee’s or the Trust
Administrator’s economic self-interest for (i) serving as investment adviser,
administrator, shareholder, servicing agent, custodian or sub-custodian with
respect to certain of the Permitted Investments, (ii) using Affiliates to
effect
transactions in certain Permitted Investments and (iii) effecting transactions
in certain Permitted Investments. Such compensation shall not be considered
an
amount that is reimbursable or payable pursuant to Section 3.11;
(xi) In
no
event shall the Trustee be liable, directly or indirectly, for any special,
indirect or consequential damages, even if the Trustee has been advised of
the
possibility of such damages; and
(xii) Should
the Trustee deem the nature of any action required on its part to be unclear,
the Trustee may require prior to such action that it be provided by the
Depositor with reasonable further written instructions.
(b) The
Depositor hereby directs the Trust Administrator to execute, deliver and
perform
its obligations under the Interest Rate Swap Agreement (in its capacity as
Supplemental Interest Trust Trustee) and to appoint to the Swap Administrator,
pursuant to the Swap Administration Agreement, any rights to receive payments
from the Swap Provider and the Depositor further directs the Trust Administrator
to execute, deliver and perform its obligation under the Swap Administration
Agreement. The Seller, the Depositor, the Servicer, the Trust Administrator,
the
Master Servicer, the Certificate Insurer and the Holders of the Class A
Certificates by their acceptance of such Certificates acknowledge and agree
that
the Supplemental Interest Trust Trustee shall execute, deliver and perform
its
obligations under the Interest Rate Swap Agreement and the Swap Administration
Agreement and shall do so solely in its capacity as trustee of the Supplemental
Interest Trust or as Swap Administrator, as the case may be, and not in its
individual capacity. Every provision of this Agreement relating to the conduct
or affecting the liability of or affording protection to the Trust Administrator
shall apply to the Supplemental Interest Trust Trustee’s execution of the
Interest Rate Swap Agreement and the Swap Administration Agreement, and the
performance of its duties and satisfaction of its obligations
thereunder.
(c) The
Depositor shall deliver to the Trust Administrator the Pool Policy on behalf
of
the Trust Fund.
| SECTION 8.03. |
Trustee
and Trust Administrator Not Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates (other than, with respect
to
the Trust Administrator, the authentication of the Trust Administrator on
the
Certificates) shall be taken as the statements of the Depositor, and neither
the
Trustee nor the Trust Administrator assumes responsibility for the correctness
of the same. Neither the Trustee nor the Trust Administrator makes any
representations as to the validity or sufficiency of this Agreement or of
the
Certificates (other than, with respect to the Trust Administrator, the signature
and authentication of the Trust Administrator on the Certificates) or of
any
Mortgage Loan or related document or MERS or the MERS® System other than, with
respect to the Trust Administrator, the Trust Administrator’s execution and
authentication of the Certificates. Neither the Trustee nor the Trust
Administrator shall be accountable for the use or application by the Servicer,
or for the use or application of any funds paid to the Servicer in respect
of
the Mortgage Loans or deposited in or withdrawn from the Collection Account
or
the Custodial Account by the Servicer. The Trustee and the Trust Administrator
shall at no 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
or its ability to generate the payments to be distributed to Certificateholders
under this Agreement, including, without limitation: the existence, condition
and ownership of any Mortgaged Property; the existence and enforceability
of any
hazard insurance thereon (other than if the Master Servicer shall assume
the
duties of the Servicer pursuant to Section 7.02); the validity of the assignment
of any Mortgage Loan to the Trustee or of any intervening assignment; the
completeness of any Mortgage Loan; the performance or enforcement of any
Mortgage Loan (other than if the Master Servicer shall assume the duties
of the
Servicer pursuant to Section 7.02); the compliance by the Depositor, the
Originator, the Seller or the Servicer with any warranty or representation
made
under this Agreement or in any related document or the accuracy of any such
warranty or representation prior to the Trustee’s receipt of notice or other
discovery of any non-compliance therewith or any breach thereof; any investment
of monies by or at the direction of the Servicer or any loss resulting
therefrom, it being understood that the Trust Administrator shall remain
responsible for any Trust property that it may hold in its individual capacity;
the acts or omissions of any of the Servicer (other than if the Trust
Administrator shall assume the duties of the Servicer pursuant to Section
7.02),
any Sub-Servicer or any Mortgagor; any action of the Servicer, (other than
if
the Master Servicer shall assume the duties of the Servicer pursuant to Section
7.02) or any Sub-Servicer taken in the name of the Trust Administrator; the
failure of the Servicer or any Sub-Servicer to act or perform any duties
required of it as agent of the Trust Administrator hereunder; or any action
by
the Trust Administrator taken at the instruction of the Servicer (other than
if
the Master Servicer shall assume the duties of the Servicer pursuant to Section
7.02); provided, however, that the foregoing shall not relieve the Trustee
of
its obligation to perform its duties under this Agreement. Neither the Trust
Administrator nor the Trustee shall have 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 (unless the Trustee shall have become the successor
servicer).
| SECTION 8.04. |
Trustee
and Trust Administrator May Own
Certificates.
|
The
Trustee and the Trust Administrator in its individual or any other capacity
may
become the owner or pledgee of Certificates with the same rights as it would
have if it were not Trustee or Trust Administrator may transact any banking
and
trust business with the Originator, the Servicer, the Depositor or their
Affiliates.
| SECTION 8.05. |
Trust
Administrator and Trustee Compensation and
Expenses.
|
The
fee
payable to the Trustee for all services rendered by it in the exercise and
performance of any of its respective powers and duties hereunder will be
paid by
the Trust Administrator on an annual basis from its own funds in accordance
with
a separate agreement between the Trust Administrator and the
Trustee.
The
Trustee, the Trust Administrator or any director, officer, employee or agent
of
either of them, shall be indemnified by the Trust Fund and held harmless
against
any loss, liability or expense (not including expenses and disbursements
incurred or made by the Trustee or the Trust Administrator, including the
compensation and the expenses and disbursements of its agents and counsel,
in
the ordinary course of the Trustee’s or the Trust Administrator’s performance in
accordance with the provisions of this Agreement) incurred by the Trustee
or by
the Trust Administrator arising out of or in connection with the acceptance
or
administration of the obligations and duties of the Trustee or the Trust
Administrator under this Agreement, other than any loss, liability or expense
(i) resulting from a breach of the Servicer’s or the Master Servicer’s
obligations and duties under this Agreement for which the Trustee or the
Trust
Administrator, as applicable, is indemnified under Section 8.05 or (ii) any
loss, liability or expense incurred by reason of willful misfeasance, bad
faith
or negligence of the Trustee or of the Trust Administrator, as applicable,
in
the performance of its duties hereunder or by reason of the Trustee’s or the
Trust Administrator’s, as applicable, reckless disregard of obligations and
duties hereunder or as a result of a breach of the Trustee’s or the Trust
Administrator’s, as applicable, obligations under Article X hereof. Any amounts
payable to the Trustee, the Trust Administrator or any director, officer,
employee or agent of the Trustee or the Trust Administrator, in respect of
the
indemnification provided by this Section 8.05, or pursuant to any other right
of
reimbursement from the Trust Fund that the Trustee, the Trust Administrator
or
any director, officer, employee or agent of the Trustee or the Trust
Administrator, may have hereunder in its capacity as such, may be withdrawn
by
the Trust Administrator from the Distribution Account at any time. The foregoing
indemnity shall survive the resignation or removal of the Trustee or the
Trust
Administrator.
| SECTION 8.06. |
Eligibility
Requirements for Trustee and Trust
Administrator.
|
Each
of
the Trustee and the Trust Administrator hereunder shall at all times be an
entity duly organized and validly existing under the laws of the United States
of America or any state thereof, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and a long term debt rating of at least “A-” and a short term debt
rating of at least “A-1” by S&P, and subject to supervision or examination
by federal or state authority. If such entity 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
8.06,
the combined capital and surplus of such entity shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The principal offices of each of the Trustee and the Trust
Administrator (other than the initial Trustee and initial Trust Administrator)
shall be in a state with respect to which an Opinion of Counsel has been
delivered to such Trustee, the Certificate Insurer or Trust Administrator,
as
applicable, at the time such Trustee or Trust Administrator, as applicable,
is
appointed Trustee or Trust Administrator, as applicable, to the effect that
the
Trust will not be a taxable entity under the laws of such state. In case
at any
time the Trustee or the Trust Administrator shall cease to be eligible in
accordance with the provisions of this Section 8.06, the Trustee or the Trust
Administrator, as applicable, shall resign immediately in the manner and
with
the effect specified in Section 8.07.
| SECTION 8.07. |
Resignation
or Removal of Trustee or Trust
Administrator.
|
The
Trustee or the Trust Administrator may at any time resign and be discharged
from
the trusts hereby created by giving written notice thereof to the Certificate
Insurer, the Depositor, the Servicer, the Master Servicer, each Rating Agency
and, if the Trustee is resigning, to the Trust Administrator, or, if the
Trust
Administrator is resigning, to the Trustee and the Swap Provider. Upon receiving
such notice of resignation, the Depositor shall promptly appoint a successor
trustee acceptable to the Certificate Insurer or trust administrator, (which
may
be the same Person in the event both the Trustee and the Trust Administrator
resign or are removed) by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee or Trust Administrator,
as applicable, and one copy to the successor trustee or trust administrator.
If
no successor trustee or trust administrator, as applicable, shall have been
so
appointed and having accepted appointment within 30 days after the giving
of
such notice of resignation, the resigning Trustee or Trust Administrator
may
petition any court of competent jurisdiction for the appointment of a successor
trustee or trust administrator, as applicable.
If
the
Trust Administrator and the Master Servicer are the same entity, then at
any
time the Trust Administrator resigns or is removed as Trust Administrator,
the
Master Servicer shall also be removed hereunder.
If
at any
time the Trustee or the Trust Administrator shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor, or the Certificate Insurer (or
in the
case of the Trust Administrator, the Trustee), or if at any time the Trustee
or
the Trust Administrator shall be legally unable to act, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then
the
Depositor, the Servicer, the Certificate Insurer or the Master Servicer may
remove the Trustee or the Trust Administrator, as applicable. If the Depositor,
the Servicer, the Certificate Insurer or the Master Servicer removes the
Trustee
or the Trust Administrator under the authority of the immediately preceding
sentence, the Depositor, with the consent of the Certificate Insurer, shall
promptly appoint a successor trustee or trust administrator, as applicable,
by
written instrument, in triplicate, one copy of which instrument shall be
delivered to the Trustee or Trust Administrator so removed, one copy to the
successor trustee or trust administrator and one copy to the Certificate
Insurer.
The
Majority Certificateholders (or the Certificate Insurer, so long as no
Certificate Insurer Default exists) may at any time remove the Trustee or
Trust
Administrator by written instrument or instruments delivered to the Servicer,
the Master Servicer, the Depositor, the Trust Administrator and the Trustee;
the
Depositor shall thereupon use its best efforts to appoint a successor trustee
acceptable to the Certificate Insurer in accordance with this
Section.
Any
resignation or removal of the Trustee or Trust Administrator and appointment
of
a successor trustee or trust administrator pursuant to any of the provisions
of
this Section 8.07 shall not become effective until acceptance of appointment
by
the successor trustee as provided in Section 8.08.
Notwithstanding
anything to the contrary contained herein, the Master Servicer and the Trust
Administrator shall at all times be the same Person.
Any
Person appointed as successor trustee pursuant to Section 8.07 shall also
be
required to serve as successor supplemental interest trust trustee under
the
Interest Rate Swap Agreement.
| SECTION 8.08. |
Successor
Trustee and Trust Administrator.
|
Any
successor trustee or trust administrator appointed as provided in Section
8.07
shall execute, acknowledge and deliver to the Certificate Insurer, the
Depositor, the Servicer, the Master Servicer, the Swap Provider and to its
predecessor Trustee or Trust Administrator an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee or Trust Administrator shall become effective, and such
successor trustee or trust administrator, 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 or Trust Administrator. The Depositor, the Master Servicer,
the
Servicer and the predecessor Trustee or Trust Administrator shall execute
and
deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor trustee or
trust
administrator all such rights, powers, duties and obligations.
No
successor trustee or trust administrator shall accept appointment as provided
in
this Section 8.08 unless at the time of such acceptance such successor trustee
or trust administrator shall be eligible under the provisions of Section
8.06
and the appointment of such successor trustee or trust administrator shall
not
result in a downgrading of the Regular Certificates by any Rating Agency,
as
evidenced by a letter from each Rating Agency (a copy of which shall be provided
to the Certificate Insurer).
Upon
acceptance of appointment by a successor trustee or trust administrator as
provided in this Section 8.08, the successor trustee or trust administrator
shall mail notice of the appointment of a successor trustee or trust
administrator hereunder to all Holders of Certificates at their addresses
as
shown in the Certificate Register and to each Rating Agency and the Certificate
Insurer.
| SECTION 8.09. |
Merger
or Consolidation of Trustee or Trust
Administrator.
|
Any
entity into which the Trustee or the Trust Administrator may be merged or
converted or with which it may be consolidated, or any entity resulting from
any
merger, conversion or consolidation to which the Trustee or the Trust
Administrator shall be a party, or any entity succeeding to the business
of the
Trustee or Trust Administrator, shall be the successor of the Trustee or
the
Trust Administrator hereunder, as applicable, provided such entity shall
be
eligible under the provisions of Section 8.06 and 8.08, 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 8.10. |
Appointment
of Co-Trustee or Separate Trustee.
|
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust
or any
Mortgaged Property 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
Certificate Insurer 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 and for the
benefit of the Certificateholders, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Servicer and the Trustee may consider
necessary or desirable. Any such trustee shall be subject to the written
approval of the Servicer and the Certificate Insurer. If the Servicer and
the
Certificate Insurer shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, or in the case a Servicer
Event
of Termination shall have occurred and be continuing, the Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06, and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 8.08. The Servicer shall be responsible for the fees of any co-trustee
or separate trustee appointed hereunder.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) all
rights, powers, duties and obligations conferred or imposed upon the Trustee
shall be conferred or imposed upon and exercised or performed by the Trustee
and
such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without
the
Trustee joining in such act), except to the extent that under any law of
any
jurisdiction in which any particular act or acts are to be performed (whether
as
Trustee hereunder or as successor to the Master Servicer hereunder), the
Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event
such rights, powers, duties and obligations (including the holding of title
to
the Trust or any portion thereof in any such jurisdiction) shall be exercised
and performed singly by such separate trustee or co-trustee, but solely at
the
direction of the Trustee;
(ii) no
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(iii) the
Servicer and the Trustee, acting jointly and with the consent of the Certificate
Insurer, may at any time accept the resignation of or remove any separate
trustee or co-trustee except that following the occurrence of a Servicer
Event
of Termination, the Trustee acting alone may accept the resignation or remove
any separate trustee or co-trustee.
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
VIII. 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 and a copy thereof given
to the
Depositor, the Servicer and the Certificate Insurer.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee,
its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of 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.
| SECTION 8.11. |
Limitation
of Liability.
|
The
Certificates are executed by the Trust Administrator, not in its individual
capacity but solely as Trust Administrator of the Trust, in the exercise
of the
powers and authority conferred and vested in it by this Agreement. Each of
the
undertakings and agreements made on the part of the Trust Administrator in
the
Certificates is made and intended not as a personal undertaking or agreement
by
the Trust Administrator but is made and intended for the purpose of binding
only
the Trust.
| SECTION 8.12. |
Trustee
May Enforce Claims Without Possession of
Certificates.
|
All
rights of action and claims under this Agreement or the Certificates may
be
prosecuted and enforced by the Trustee without the possession of any of the
Certificates or the production thereof in any proceeding relating thereto,
and
such proceeding instituted by the Trustee shall be brought in its own name
or in
its capacity as Trustee for the benefit of all Holders of such Certificates,
subject to the provisions of this Agreement. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursement and advances of the Trustee, its agents and counsel, be for
the
ratable benefit of the Certificateholders and the Certificate Insurer in
respect
of which such judgment has been recovered.
The
Trustee shall afford the Seller, the Originator, the Depositor, the Servicer,
the Certificate Insurer, and each Certificate Owner upon reasonable prior
written notice during normal business hours, access to all records maintained
by
the Trustee in respect of its duties hereunder and access to officers of
the
Trustee responsible for performing such duties. Upon request, the Trustee
shall
furnish the Depositor, the Servicer, the Certificate Insurer, and any requesting
Certificate Owner with its most recent public financial statements. The Trustee
shall cooperate fully with the Seller, the Originator, the Servicer, the
Certificate Insurer, the Depositor and such Certificate Originator and shall
make available to the Seller, the Originator, the Servicer, the Depositor,
the
Certificate Insurer and such Certificate Owner for review and copying such
books, documents or records as may be requested with respect to the Trustee’s
duties hereunder. The Seller, the Originator, the Depositor, the Certificate
Insurer, the Servicer and the Certificate Owners shall not have any
responsibility or liability for any action or failure to act by the Trustee
and
are not obligated to supervise the performance of the Trustee under this
Agreement or otherwise.
| SECTION 8.13. |
Suits
for Enforcement.
|
In
case a
Servicer Event of Termination or other default by the Servicer or the Depositor
hereunder shall occur and be continuing, the Trustee, shall, at the direction
of
the Majority Certificateholders (with the consent of the Certificate Insurer)
or
the Certificate Insurer or may, proceed to protect and enforce its rights
and
the rights of the Certificateholders and the Certificate Insurer under this
Agreement by a suit, action or proceeding in equity or at law or otherwise,
whether for the specific performance of any covenant or agreement contained
in
this Agreement or in aid of the execution of any power granted in this Agreement
or for the enforcement of any other legal, equitable or other remedy, as
the
Trustee, being advised by counsel, and subject to the foregoing, shall deem
most
effectual to protect and enforce any of the rights of the Trustee, the
Certificate Insurer and the Certificateholders.
| SECTION 8.14. |
Waiver
of Bond Requirement.
|
The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof,
may be
located that the Trustee post a bond or other surety with any court, agency
or
body whatsoever.
| SECTION 8.15. |
Waiver
of Inventory, Accounting and Appraisal
Requirement.
|
The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof,
may be
located that the Trustee file any inventory, accounting or appraisal of the
Trust with any court, agency or body at any time or in any manner
whatsoever.
ARTICLE
IX
REMIC
ADMINISTRATION
| SECTION 9.01. |
REMIC
Administration.
|
(a) REMIC
elections as set forth in the Preliminary Statement shall be made by the
Trust
Administrator on Form 1066 or other appropriate federal tax or information
return for the taxable year ending on the last day of the calendar year in
which
the Certificates are issued. The regular interests and residual interest
in each
REMIC shall be as designated in the Preliminary Statement.
(b) The
Closing Date is hereby designated as the “Startup Day” of each REMIC within the
meaning of section 860G(a)(9) of the Code.
(c) The
Trust
Administrator shall pay any and all tax related expenses (not including taxes)
of each REMIC, including but not limited to any professional fees or expenses
related to audits or any administrative or judicial proceedings with respect
to
each REMIC that involve the Internal Revenue Service or state tax authorities,
but only to the extent that (i) such expenses are ordinary or routine expenses,
including expenses of a routine audit but not expenses of litigation (except
as
described in (ii)); or (ii) such expenses or liabilities (including taxes
and
penalties) are attributable to the gross negligence or willful misconduct
of the
Trust Administrator in fulfilling its duties hereunder), including the expense
of obtaining any tax related Opinion of Counsel. The Trust Administrator
shall
be entitled to reimbursement of expenses incurred pursuant to this Section
9.01(c) to the extent provided in clause (i) above from the Collection Account
and Section 8.05.
(d) The
Trust
Administrator shall prepare, sign and file, all of the REMICs’ federal and state
tax and information returns as the direct representative each REMIC created
hereunder. The expenses of preparing and filing such returns shall be borne
by
the Trust Administrator. The Trust Administrator shall use the Tax Prepayment
Assumption for purposes of computing any tax reporting, including, but not
limited to, the calculation of the original issue discount.
(e) The
Holder of the Residual Certificate at any time holding the largest Percentage
Interest thereof shall be the “tax matters person” as defined in the REMIC
Provisions (the “Tax Matters Person”) with respect to the related REMIC shall
act as Tax Matters Person for each REMIC. The Trust Administrator, as agent
for
the Tax Matters Person, shall perform on behalf of each REMIC all reporting
and
other tax compliance duties that are the responsibility of such REMIC under
the
Code, the REMIC Provisions, or other compliance guidance issued by the Internal
Revenue Service or any state or local taxing authority. Among its other duties,
if required by the Code, the REMIC Provisions, or other such guidance, the
Trust
Administrator, as agent for the Tax Matters Person, shall provide (i) to
the
Treasury or other governmental authority such information as is necessary
for
the application of any tax relating to the transfer of a Residual Certificate
to
any disqualified person or organization and (ii) to the Certificateholders
such
information or reports as are required by the Code or REMIC Provisions. The
Trust Administrator, as agent for the Tax Matters Person, shall represent
each
REMIC in any administrative or judicial proceedings relating to an examination
or audit by any governmental taxing authority, request an administrative
adjustment as to any taxable year of any REMIC, enter into settlement agreements
with any government taxing agency, extend any statute of limitations relating
to
any item of any REMIC and otherwise act on behalf of any REMIC in relation
to
any tax matter involving the Trust.
(f) The
Trust
Administrator, the Master Servicer, the Servicer, the Trustee and the Holders
of
Certificates shall not take any action or cause any REMIC to take any action
necessary to create or maintain the status of each REMIC as a REMIC under
the
REMIC Provisions and shall assist each other as necessary to create or maintain
such status. None of the Trustee, the Trust Administrator, or the Holder
of any
Residual Certificate shall take any action, cause any REMIC created hereunder
to
take any action or fail to take (or fail to cause to be taken) any action
that,
under the REMIC Provisions, if taken or not taken, as the case may be, could
(i)
endanger the status of such REMIC as a REMIC or (ii) result in the imposition
of
a tax upon such REMIC (including but not limited to the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on prohibited
contributions set forth on Section 860G(d) of the Code) (either such event,
an
“Adverse REMIC Event”) unless the Trustee, the Trust Administrator and the
Servicer have received an Opinion of Counsel, (at the expense of the party
seeking to take such action) to the effect that the contemplated action will
not
endanger such status or result in the imposition of such a tax. In addition,
prior to taking any action with respect to any REMIC created hereunder or
the
assets therein, or causing such REMIC to take any action, which is not expressly
permitted under the terms of this Agreement, any Holder of a Residual
Certificate will consult with the Trustee, the Trust Administrator and the
Servicer , or their respective designees, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any
REMIC, and no such Person shall take any such action or cause any REMIC to
take
any such action as to which the Trustee, the Trust Administrator or the Master
Servicer has advised it in writing that an Adverse REMIC Event could occur.
The
Trustee may consult with counsel (and conclusively rely upon the advice of
such
counsel) to make such written advice, and the cost of same shall be borne
by the
party seeking to take the action not permitted by this Agreement, but in
no
event shall such cost be an expense of the Trustee.
(g) Each
Holder of a Residual Certificate shall pay when due any and all taxes imposed
on
each REMIC created hereunder by federal or state governmental authorities.
To
the extent that such Trust taxes are not paid by a Residual Certificateholder,
the Trust Administrator shall pay any remaining REMIC taxes out of current
or
future amounts otherwise distributable to the Holder of the Residual Certificate
in the REMICs or, if no such amounts are available, out of other amounts
held in
the Distribution Account, and shall reduce amounts otherwise payable to Holders
of regular interests in the related REMIC. Subject to the foregoing, in the
event that a REMIC incurs a state or local tax, including franchise taxes,
as a
result of a determination that such REMIC is domiciled in the State of
California for state tax purposes by virtue of the location of the Servicer,
the
Servicer agrees to pay on behalf of such REMIC when due, any and all state
and
local taxes imposed as a result of such a determination, in the event that
the
Holder of the related Residual Certificate fails to pay such taxes, if any,
when
imposed.
(h) The
Trust
Administrator, as agent for the Tax Matters Person, shall, for federal income
tax purposes, maintain books and records with respect to each REMIC created
hereunder on a calendar year and on an accrual basis.
(i) No
additional contributions of assets shall be made to any REMIC created hereunder,
except as expressly provided in this Agreement with respect to eligible
substitute mortgage loans.
(j) None
of
the Trustee, the Trust Administrator, the Servicer or the Master Servicer
shall
enter into any arrangement by which any REMIC created hereunder will receive
a
fee or other compensation for services.
(k) On
or
before April 15 of each calendar year beginning in 2008, the Servicer shall
deliver to the Trust Administrator and each Rating Agency an Officers’
Certificate stating the Servicer’s compliance with the provisions of this
Section 9.01.
(l) The
Trust
Administrator will apply for an Employee Identification Number from the Internal
Revenue Service via a Form SS-4 or other acceptable method for all tax entities
and shall complete the Form 8811.
| SECTION 9.02. |
Prohibited
Transactions and Activities.
|
None
of
the Depositor, the Servicer, the Master Servicer, the Trust Administrator
or the
Trustee shall sell, dispose of, or substitute for any of the Mortgage Loans,
except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan,
(ii)
the bankruptcy of the Trust Fund, (iii) the termination of any REMIC created
hereunder pursuant to Article X of this Agreement, (iv) a substitution pursuant
to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant
to Article II of this Agreement, nor acquire any assets for any REMIC, nor
sell
or dispose of any investments in the Distribution Account for gain, nor accept
any contributions to either REMIC after the Closing Date, unless it has received
an Opinion of Counsel (at the expense of the party causing such sale,
disposition, or substitution) that such disposition, acquisition, substitution,
or acceptance will not (a) affect adversely the status of any REMIC created
hereunder as a REMIC or of the interests therein other than the Residual
Certificates as the regular interests therein, (b) affect the distribution
of
interest or principal on the Certificates, (c) result in the encumbrance
of the
assets transferred or assigned to the Trust Fund (except pursuant to the
provisions of this Agreement) or (d) cause any REMIC created hereunder to
be
subject to a tax on prohibited transactions or prohibited contributions pursuant
to the REMIC Provisions.
| SECTION 9.03. |
Indemnification
with Respect to Certain Taxes and Loss of REMIC
Status.
|
(a) In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the grossly
negligent performance by the Servicer of its duties and obligations set forth
herein, the Servicer shall indemnify the Trustee, the Master Servicer, the
Trust
Administrator and the Trust Fund against any and all losses, claims, damages,
liabilities or expenses (“Losses”) resulting from such negligence; provided,
however, that the Servicer shall not be liable for any such Losses attributable
to the action or inaction of the Master Servicer, the Trustee, the Trust
Administrator, the Depositor or the Holder of such Residual Certificate,
as
applicable, nor for any such Losses resulting from misinformation provided
by
the Holder of such Residual Certificate on which the Servicer has relied.
The
foregoing shall not be deemed to limit or restrict the rights and remedies
of
the Holder of such Residual Certificate now or hereafter existing at law
or in
equity. Notwithstanding the foregoing, however, in no event shall the Servicer
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any Losses other than
arising
out of a negligent performance by the Servicer of its duties and obligations
set
forth herein, and (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates).
(b) In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the negligent
performance by the Trust Administrator of its duties and obligations set
forth
herein, the Trust Administrator shall indemnify the Trust Fund against any
and
all Losses resulting from such negligence; provided, however, that the Trust
Administrator shall not be liable for any such Losses attributable to the
action
or inaction of the Servicer, the Depositor or the Holder of such Residual
Certificate, as applicable, nor for any such Losses resulting from
misinformation provided by the Holder of such Residual Certificate on which
the
Trust Administrator has relied. The foregoing shall not be deemed to limit
or
restrict the rights and remedies of the Holder of such Residual Certificate
now
or hereafter existing at law or in equity. Notwithstanding the foregoing,
however, in no event shall the Trust Administrator have any liability (1)
for
any action or omission that is taken in accordance with and in compliance
with
the express terms of, or which is expressly permitted by the terms of, this
Agreement, (2) for any Losses other than arising out of a negligent performance
by the Trust Administrator of its duties and obligations set forth herein,
and
(3) for any special or consequential damages to Certificateholders (in addition
to payment of principal and interest on the Certificates).
ARTICLE
X
TERMINATION
| SECTION 10.01. |
Termination.
|
(a) Subject
to Section 12.13, the respective obligations and responsibilities of the
Servicer, the Depositor, the Master Servicer, the Trust Administrator and
the
Trustee created hereby (other than the obligation of the Trust Administrator
to
make certain payments to Certificateholders after the final Distribution
Date
and the obligation of the Servicer to send certain notices as hereinafter
set
forth) shall terminate upon notice to the Trust Administrator upon the earliest
of (i) the Distribution Date on which the Certificate Principal Balances
of the
Regular Certificates have been reduced to zero, the Policy has been returned
to
the Certificate Insurer for cancellation and the Certificate Insurer has
been
reimbursed for all amounts owed to it, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust and (iii) the optional
purchase by the Servicer or the Certificate Insurer of the Mortgage Loans
as
described below. Notwithstanding the foregoing, in no event shall the trust
created hereby continue beyond earlier of (a) February 2037 or (b) 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 hereof.
The
Servicer, or if the Servicer fails to exercise such option, the Certificate
Insurer (the party exercising such right the “Terminator”), may, at its option,
terminate this Agreement on any date on which the aggregate of the Stated
Principal Balances of the Mortgage Loans (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) on such date is equal to or less than 10% of the
sum
of the aggregate Stated Principal Balance of the Mortgage Loans on the Cut-off
Date by purchasing, on the next succeeding Distribution Date, all of the
outstanding Mortgage Loans and REO Properties at a price equal to the greater
of
(i) the Stated Principal Balance of the Mortgage Loans (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 the appraised value of the REO Properties
and
(ii) fair market value of the Mortgage Loans and REO Properties (as determined
by the Servicer, if it is the Terminator, the Certificate Insurer, if it
is the
Terminator, and, to the extent that the Class A Certificates will not receive
all amounts owed to it as a result of the termination, the Trust Administrator
as of the close of business on the third Business Day next preceding the
date
upon which notice of any such termination is furnished to the related
Certificateholders pursuant to Section 10.01(c)), plus accrued and unpaid
interest thereon at the weighted average of the Mortgage Rates through the
end
of the Due Period preceding the final Distribution Date plus unreimbursed
Servicing Advances, Advances, any unpaid Servicing Fees allocable to such
Mortgage Loans and REO Properties, any accrued unpaid Net WAC Rate Carryover
Amount, any Swap Termination Payment to the Swap Provider then remaining
unpaid
or which is due to the exercise of such option and any outstanding amounts
owed
to the Certificate Insurer (the “Termination Price”); provided, however, such
option may only be exercised if the Termination Price is sufficient to pay
all
interest accrued on, as well as amounts necessary to retire the principal
balance of, each class of notes secured by the Class C Certificates and the
Class P Certificates and issued pursuant to the Indenture, and (ii) determined
as provided above is at least equal to the Stated Principal Balance of the
Mortgage Loans (after giving affect 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 the appraised value of the REO Properties. Notwithstanding the
foregoing, if the condition set forth in clause (i) above is satisfied but
the
condition set forth in clause (ii) above is not satisfied, then if the
Terminator is the Servicer or the Certificate Insurer, such Terminator may
nevertheless exercise such option by paying a higher Termination Price equal
to
the Stated Principal Balance of the Mortgage Loans (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 the appraised value of the REO Properties
plus accrued and unpaid interest thereon at the weighted average of the Mortgage
Rates through the end of the Due Period preceding the final Distribution
Date
plus unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees
allocable to such Mortgage Loans and REO Properties, any accrued and unpaid
Net
WAC Rate Carryover Amount, provided that the payment of such higher Termination
Price is not prohibited by any regulatory institution under whose supervision
such Terminator may be conducting its business at such time. If the Servicer’s
exercise of the Optional Termination would result in a draw on the Policy
or any
amounts will remain unpaid to the Certificate Insurer, the Servicer will
be
required to obtain the consent of the Certificate Insurer.
In
connection with any such purchase pursuant to the preceding paragraph, the
Servicer or the Certificate Insurer, as applicable, shall deposit in the
Distribution Account all amounts then on deposit in the Collection Account,
which deposit shall be deemed to have occurred immediately preceding such
purchase.
Any
such
purchase shall be accomplished by deposit into the Distribution Account on
the
Determination Date before such Distribution Date of the Termination
Price.
(b) In
connection with any termination pursuant to this Section 10.01:
(i) At
least
twenty (20) days prior to the latest date on which notice of such optional
termination is required to be mailed to the Certificateholders pursuant to
Section 10.01(c), the Terminator shall notify in writing (in accordance with
the
applicable provision of the Interest Rate Swap Agreement and which may be
done
in electronic format), the Trust Administrator, the Master Servicer, the
Swap
Provider, the Trustee and the Certificate Insurer if the Terminator is the
Servicer of the final Distribution Date on which the Terminator intends to
terminate the Trust Fund;
(ii) No
later
than 4:00 pm (New York City time) four (4) Business Days prior to the final
Distribution Date specified in the notices required pursuant to Section
10.01(c), the Swap Provider shall notify in writing (which may be done in
electronic format) the Terminator, the Trust Administrator, the Master Servicer
and the Trustee of the amount of the Estimated Swap Termination Payment;
and
(iii) Three
(3)
Business Days prior to the final Distribution Date specified in the notices
required pursuant to Section 10.01(c), (x) the Terminator shall, no
later
than 1:00 pm (New
York
City time) on such day, deliver to the Trust Administrator and the Trust
Administrator shall deposit funds in the Distribution Account in an amount
equal
to the sum of the Termination Price (which shall be based on the Estimated
Swap
Termination Payment), and (y) if the Trust Administrator shall have determined
that all of the requirements for optional termination have been met, including
without limitation the deposit required pursuant to the immediately preceding
clause (x) as well as the requirements specified in Section 10.01(c), then
the
Trust Administrator shall, on the same Business Day, provide written notice
(which may be done in electronic format) to the Terminator and the Swap Provider
(in accordance with the applicable provision of the Interest Rate Swap
Agreement) confirming (a) its receipt of the Termination Price (which shall
be
based on the Estimated Swap Termination Payment), and (b) that all other
requirements of the optional termination have been met (the “Optional
Termination Notice”). Upon the delivery of the Optional Termination Notice by
the Trust Administrator pursuant to the preceding sentence, (i) the optional
termination shall become irrevocable, (ii) the notice to Certificateholders
of
such optional termination provided pursuant to Section 10.01(c) shall become
unrescindable, (iii) the Swap Provider shall determine the Swap Termination
Payment in accordance with the Interest Rate Swap Agreement (which shall
not
exceed the Estimated Swap Termination Payment), and (iv) the Swap Provider
shall
provide to the Trust Administrator written notice of the amount of the Swap
Termination Payment not later than two (2) Business Days prior to the final
Distribution Date specified in the notices required pursuant to Section
10.01(c).
In
connection with any optional termination, only an amount equal to the Mortgage
Loan purchase price less any Swap Termination Payment shall be made available
for distribution to the Regular Certificates. Any Estimated Swap Termination
Payment deposited into the Distribution Account by the Terminator shall be
withdrawn by the Trust Administrator from the Distribution Account on the
final
Distribution Date and distributed as follows: (i) to the Supplemental Interest
Trust for payment to the Swap Provider in accordance with Section 4.08, an
amount equal to the Swap Termination Payment calculated pursuant to the Interest
Rate Swap Agreement, provided that in no event shall the amount distributed
to
the Swap Provider in respect of the Swap Termination Payment exceed the
Estimated Swap Termination Payment, and (ii) to the Terminator, an amount
equal
to the excess, if any, of the Estimated Swap Termination Payment over the
Swap
Termination Payment. The Swap Termination Payment shall not be part of any
REMIC
and shall not be paid into any account which is part of any REMIC.
(c) Notice
of
any termination, specifying the Distribution Date (which shall be a date
that
would otherwise be a Distribution Date) upon which the Certificateholders
may
surrender their Certificates to the Trust Administrator for payment of the
final
distribution and cancellation, shall be given promptly by the Trust
Administrator upon the Trust Administrator receiving notice of such date
from
the Terminator, by letter to the Certificateholders, the Swap Provider and
the
Certificate Insurer 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 specifying
(1) the
Distribution Date upon which final distribution of the Certificates will
be made
upon presentation and surrender of such Certificates at the office or agency
of
the Trust Administrator therein designated, (2) the amount of any such final
distribution and (3) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office or agency of
the
Trust Administrator therein specified.
(d) Upon
presentation and surrender of the Certificates, the Trust Administrator shall
cause to be distributed to the Holders of the Certificates on the Distribution
Date for such final distribution, in proportion to the Percentage Interests
of
their respective Class and to the extent that funds are available for such
purpose, an amount equal to the amount required to be distributed to such
Holders in accordance with the provisions of Section 4.01 for such Distribution
Date. By acceptance of the Residual Certificates, the Holders of the Residual
Certificates agree, in connection with any termination hereunder, to assign
and
transfer any amounts in excess of the par value of the Mortgage Loans, and
to
the extent received in respect of such termination, to pay any such amounts
to
the Holders of the Class C Certificates.
(e) In
the
event that all Certificateholders shall not surrender their Certificates
for
final payment and cancellation on or before such final Distribution Date,
the
Trust Administrator shall promptly following such date cause all funds in
the
Distribution Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders
by
depositing such funds in a separate Servicing Account for the benefit of
such
Certificateholders, and the Terminator (if the Terminator has exercised its
right to purchase the Mortgage Loans) or the Trust Administrator (in any
other
case) 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 nine months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Class
R
Certificateholder shall be entitled to all unclaimed funds and other assets
which remain subject hereto, and the Trust Administrator upon transfer of
such
funds shall be discharged of any responsibility for such funds, and the
Certificateholders shall look to the Class R Certificateholder for
payment.
| SECTION 10.02. |
Additional
Termination Requirements.
|
(a) In
the
event that the Terminator exercises its purchase option as provided in Section
10.01, each REMIC shall be terminated in accordance with the following
additional requirements, unless the Trust Administrator shall have been
furnished with an Opinion of Counsel to the effect that the failure of the
Trust
to comply with the requirements of this Section will not (i) result in the
imposition of taxes on “prohibited transactions” of the Trust as defined in
Section 860F of the Code or (ii) cause any REMIC constituting part of the
Trust
Fund to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) Within
90
days prior to the final Distribution Date, the Terminator shall adopt and
the
Trust Administrator shall sign a plan of complete liquidation of each REMIC
created hereunder meeting the requirements of a “Qualified Liquidation” under
Section 860F of the Code and any regulations thereunder; and
(ii) At
or
after the time of adoption of such a plan of complete liquidation and at
or
prior to the final Distribution Date, the Trust Administrator shall sell
all of
the assets of the Trust Fund to the Terminator for cash pursuant to the terms
of
the plan of complete liquidation.
(b) By
their
acceptance of Certificates, the Holders thereof hereby agree to appoint the
Trust Administrator as their attorney in fact to: (i) adopt such a plan of
complete liquidation (and the Certificateholders hereby appoint the Trust
Administrator as their attorney in fact to sign such plan) as appropriate
and
(ii) to take such other action in connection therewith as may be reasonably
required to carry out such plan of complete liquidation all in accordance
with
the terms hereof.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
| SECTION 11.01. |
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, the Servicer,
the
Master Servicer, the Trust Administrator and the Trustee with the consent
of the
Certificate Insurer and without the consent of the Certificateholders (i)
to
cure any ambiguity, (ii) to correct or supplement any provisions herein which
may be defective or inconsistent with any other provisions herein, (iii)
to
amend the provisions of Section 3.22(b) or (iv) 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 that
such
action shall not, as evidenced by either (a) an Opinion of Counsel delivered
to
the Servicer, the Master Servicer, the Trustee, the Trust Administrator and
the
Certificate Insurer or (b) written or electronic notice to the Depositor,
the
Servicer, the Master Servicer, the Trustee, the Certificate Insurer and the
Trust Administrator from each Rating Agency that such action will not result
in
the reduction (without regard to the Policy) or withdrawal of the rating
of any
outstanding Class of Certificates with respect to which it is a Rating Agency,
adversely affect in any material respect the interests of any Certificateholder.
Neither an Opinion of Counsel nor confirmation from the Rating Agencies will
be
required in connection with an amendment to the provisions of Section 3.22(b).
No amendment shall be deemed to adversely affect in any material respect
the
interests of any Certificateholder who shall have consented thereto, and
no
Opinion of Counsel or written notice from the Rating Agencies shall be required
to address the effect of any such amendment on any such consenting
Certificateholder.
In
addition, this Agreement may also be amended from time to time by the Depositor,
the Servicer, the Master Servicer, the Trust Administrator and the Trustee
with
the consent of the Certificate Insurer and the Holders of Certificates entitled
to at least 66% of the Voting Rights 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 Swap Provider or Holders
of
Certificates; 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) adversely affect in any material
respect the interests of the Swap Provider or Holders of any Class of
Certificates or the Certificate Insurer (as evidenced by either (a) an Opinion
of Counsel delivered to the Trustee, the Trust Administrator and the Certificate
Insurer or (b) written notice to the Depositor, the Servicer, the Master
Servicer, the Certificate Insurer and the Trustee from the Rating Agencies
that
such action will not result in the reduction or withdrawal of the rating
of any
outstanding Class of Certificates with respect to which it is a Rating
Agency)(without regards to the Policy) in a manner, other than as described
in
(i), or (iii) modify the consents required by the immediately preceding clauses
(i) and (ii) without the consent of the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.01,
Certificates registered in the name of the Depositor or the Servicer or any
Affiliate thereof shall be entitled to Voting Rights with respect to matters
affecting such Certificates.
Notwithstanding
any provision of this Agreement to the contrary, the Trustee and the Trust
Administrator shall not consent to any amendment to this Agreement unless
it
shall have first received an Opinion of Counsel, delivered by (and at the
expense of) the Person seeking such Amendment and satisfactory to the
Certificate Insurer, to the effect that such amendment will not result in
the
imposition of a tax on any REMIC created hereunder constituting part of the
Trust Fund pursuant to the REMIC Provisions or cause any REMIC created hereunder
constituting part of the Trust to fail to qualify as a REMIC at any time
that
any Certificates are outstanding and that the amendment is being made in
accordance with the terms hereof.
Notwithstanding
any of the other provisions of this Section 11.01, none of the parties to
this
Agreement shall enter into any amendment to this Agreement that could reasonably
be expected to have a material adverse effect on the interests of the Swap
Provider hereunder (excluding, for the avoidance of doubt, any amendment
to this
Agreement that is entered into solely for the purpose of appointing a successor
servicer, master servicer, securities administrator, trustee or other service
provider) without the prior written consent of the Swap Provider, which consent
shall not be unreasonably withheld, conditioned or delayed.
Promptly
after the execution of any such amendment the Trust Administrator shall furnish,
at the expense of the Person that requested the amendment if such Person
is the
Servicer (but in no event at the expense of the Trustee or the Trust
Administrator), otherwise at the expense of the Trust, a copy of such amendment
and the Opinion of Counsel referred to in the immediately preceding paragraph
to
the Servicer, the Certificate Insurer and each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section
11.01
to approve the particular form of any proposed amendment; instead it shall
be
sufficient if such consent shall approve the substance thereof. 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 Trust Administrator may prescribe.
The
Trustee and the Trust Administrator may, but neither shall be obligated to,
enter into any amendment pursuant to this Section 11.01 that affects its
rights,
duties and immunities under this Agreement or otherwise.
| SECTION 11.02. |
Recordation
of Agreement; Counterparts.
|
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 Servicer at the expense
of
the Trust, but only upon direction of Certificateholders accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects 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 together constitute but one and the same
instrument.
| SECTION 11.03. |
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not (i) operate to terminate
this
Agreement or the Trust, (ii) 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, or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
Except
as
expressly provided for herein, no Certificateholder 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 constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder 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.
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
or under or with respect to this Agreement, unless such Holder previously
shall
have given to the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
entitled to at least 25% of the Voting Rights 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, expenses and liabilities to
be
incurred therein or thereby, and the Trustee for 15 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. It is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue of any provision of
this
Agreement to affect, disturb or prejudice the rights of the Holders of any
other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, 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 11.03 each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.
| SECTION 11.04. |
Governing
Law; Jurisdiction.
|
This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to the conflicts of law provisions thereof, and the
obligations, rights and remedies of the parties hereunder shall be determined
in
accordance with such laws. With respect to any claim arising out of this
Agreement, each party irrevocably submits to the exclusive jurisdiction of
the
courts of the State of New York and the United States District Court located
in
the Borough of Manhattan in The City of New York, and each party irrevocably
waives any objection which it may have at any time to the laying of venue
of any
suit, action or proceeding arising out of or relating hereto brought in any
such
courts, irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in any inconvenient forum and
further
irrevocably waives the right to object, with respect to such claim, suit,
action
or proceeding brought in any such court, that such court does not have
jurisdiction over such party, provided that service of process has been made
by
any lawful means.
| SECTION 11.05. |
Notices.
|
All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by first
class mail, postage prepaid, by facsimile or by express delivery service,
to (a)
in the case of the Originator and/or Servicer, Option One Mortgage Corporation,
3 Ada, Xxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxx X’Xxxxx, or such other
address or telecopy number as may hereafter be furnished to the Depositor,
the
Master Servicer, the Trust Administrator, the Certificate Insurer and the
Trustee in writing by the Servicer, (b) in the case of the Trustee, HSBC
Bank
USA, National Association, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: CTLA-Structured Finance/ Option One Series 2007-HL1, or such other
address or telecopy number as may hereafter be furnished to the Depositor,
the
Certificate Insurer and the Servicer in writing by the Trustee, (c) in the
case
of the Credit Risk Manager, OfficeTiger Global Real Estate Services Inc.,
Xxx
Xxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Attention: Xxx Xxxxx,
or
such other address or telecopy number as may hereafter be furnished to the
Depositor, the Certificate Insurer, the Servicer, and the Trustee in writing
by
the Credit Risk Manager, (d) in the case of the Master Servicer or Trust
Administrator, Xxxxx Fargo Bank, N.A., X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000,
Attention: Client Manager—Option One 2007-HL1, with a copy to Xxxxx Fargo Bank,
N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention:
Client
Manager—Option One Mortgage Loan Trust Series 2007-HL1, or such other address or
telecopy number as may be hereafter furnished to the Depositor, the Trustee,
the
Certificate Insurer and the Servicer in writing by the Trust Administrator
or
Master Servicer, (e) in the case of the Depositor, Option One Mortgage
Acceptance Corporation, 3 Xxx, Xxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxx
X’Xxxxx, or such other address or telecopy number as may be furnished to the
Servicer, the Master Servicer, the Trust Administrator, the Certificate Insurer
and the Trustee in writing by the Depositor, (f) in the case of the Certificate
Insurer, XL Capital Assurance Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx,
Xxx
Xxxx 00000-0000, Attention: Surveillance, or such other address or telecopy
number as may hereafter be furnished to the Depositor, the Servicer and the
Trustee in writing by the Certificate Insurer and (g) in the case of the
Swap
Provider, as provided for in the Interest Rate Swap Agreement. Any notice
required or permitted to be mailed to a Certificateholder shall be given
by
first class mail, postage prepaid, at the address of such Holder as shown
in the
Certificate Register. Notice of any Servicer Default shall be given by telecopy
and by certified mail. Any notice so mailed within the time prescribed in
this
Agreement shall be conclusively presumed to have duly been given when mailed,
whether or not the Certificateholder receives such notice. A copy of any
notice
required to be telecopied hereunder shall also be mailed to the appropriate
party in the manner set forth above.
| SECTION 11.06. |
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall for any reason whatsoever be 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.
| SECTION 11.07. |
Article
and Section References.
|
All
article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
| SECTION 11.08. |
Notice
to the Rating Agencies and the Certificate
Insurer.
|
(a) Each
of
the Trustee, the Trust Administrator, the Master Servicer and the Servicer
shall
be obligated to use its best reasonable efforts promptly to provide notice
to
the Rating Agencies and the Certificate Insurer with respect to each of the
following of which a Responsible Officer of the Trust Administrator, the
Master
Servicer, the Swap Provider or the Servicer, as the case may be, has actual
knowledge:
(i) any
material change or amendment to this Agreement;
(ii) the
occurrence of any Servicer Event of Termination or Master Servicer Event
of
Termination that has not been cured or waived;
(iii) the
resignation or termination of the Servicer, the Master Servicer, the Trust
Administrator or the Trustee;
(iv) the
final
payment to Holders of the Certificates of any Class;
(v) any
change in the location of any Account; and
(vi) if
the
Master Servicer is acting as successor servicer pursuant to Section 7.02
hereof,
any event that would result in the inability of the Master Servicer to make
Advances.
(b) In
addition, the Trust Administrator shall promptly make available to each Rating
Agency copies of each Statement to Certificateholders described in Section
4.03
hereof and the Servicer shall promptly furnish to each Rating Agency copies
of
the following:
(i) each
annual statement as to compliance described in Section 3.20 hereof;
(ii) each
annual independent public accountants’ servicing report described in Section
3.21 hereof; and
(iii) each
notice delivered pursuant to Section 7.01(a) hereof which relates to the
fact
that the Servicer has not made an Advance.
Any
such
notice pursuant to this Section 11.08 shall be in writing and shall be deemed
to
have been duly given if personally delivered or mailed by first class mail,
postage prepaid, or by express delivery service to Xxxxx’x Investors Service,
Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: MBS Monitoring/Option
One
Mortgage Loan Trust 2007-HL1 and Standard & Poor’s Ratings Services, Inc.,
00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
| SECTION 11.09. |
Further
Assurances.
|
Notwithstanding
any other provision of this Agreement, neither the Regular Certificateholders
nor the Trustee shall have any obligation to consent to any amendment or
modification of this Agreement unless they have been provided reasonable
security or indemnity against their out-of-pocket expenses (including reasonable
attorneys’ fees) to be incurred in connection therewith.
| SECTION 11.10. |
Third
Party Rights.
|
The
Certificate Insurer shall be deemed a third-party beneficiary of this Agreement
to the same extent as if it were a party hereto, and shall have the right
to
enforce the provisions of this Agreement.
Each
Swap
Provider shall be an express third-party beneficiary of this Agreement to
the
extent of its express rights to receive any payments under this Agreement
or any
other express
rights of
each
Swap Provider explicitly stated in this Agreement,
and
shall have the right to enforce such rights under this Agreement as if it
were a
party hereto.
| SECTION 11.11. |
Benefits
of Agreement.
|
Nothing
in this Agreement or in the Certificates, expressed or implied, shall give
to
any Person, other than the Certificateholders, the Certificate Insurer and
the
parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Agreement.
| SECTION 11.12. |
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 the Certificateholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Certificateholders in person or by agent duly
appointed in writing, and such action shall become effective when such
instrument or instruments are delivered to the Trustee and the Servicer.
Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “act” of the Certificateholders
signing such instrument or instruments. 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
Trust,
if made in the manner provided in this Section 11.11.
(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 the 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. Whenever 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
authority.
(c) Any
request, demand, authorization, direction, notice, consent, waiver or other
action by any Certificateholder shall bind every future Holder of such
Certificate and the Holder of every Certificate issued upon the registration
of
transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, omitted or suffered to be done by the Trustee or the Trust
in
reliance thereon, whether or not notation of such action is made upon such
Certificate.
| SECTION 11.13. |
No
Petition.
|
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee, by entering into this Agreement and each Certificateholder, by
accepting a Certificate, hereby covenant and agree that they will not at
any
time institute against the Trust Fund, or join in any institution against
the
Trust Fund of, any bankruptcy proceedings under any United States federal
or
state bankruptcy or similar law in connection with any obligations with respect
to the Certificates or this Agreement.
| SECTION 11.14. |
Intention
of the Parties and Interpretation.
|
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21,
3.25 and 4.03 of this Agreement is to facilitate compliance by
the Depositor with the provisions of Regulation AB promulgated by the
Commission under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be
amended from time to time and subject to clarification and interpretive advice
as may be issued by the staff of the Commission from time to time. Therefore,
each of the parties agrees that (a) the obligations of the parties hereunder
shall be interpreted in such a manner as to accomplish that purpose, (b)
the
parties’ obligations hereunder will be supplemented and modified as necessary to
be consistent with any such amendments, interpretive advice or guidance,
convention or consensus among active participants in the asset-backed securities
markets, advice of counsel, or otherwise in respect of the requirements of
Regulation AB, (c) the parties shall comply with requests made by the Depositor
or Trustee for delivery of additional or different information as the Depositor
or Trustee may determine in good faith is necessary to comply with the
provisions of Regulation AB, and (d) no amendment of this Agreement shall
be
required to effect any such changes in the parties’ obligations as are necessary
to accommodate evolving interpretations of the provisions of Regulation
AB.
The
Depositor shall not exercise its right to request delivery of information
or
other performance under the provisions of Regulation AB promulgated by the
Commission under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such
may be amended from time to time and subject to clarification and interpretive
advice as may be issued by the staff of the Commission from time to time,
other
than in good faith, or for purposes other than compliance with the Securities
Act, the Exchange Act and the rules and regulations of the Commission
thereunder. The Servicer 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, and agrees to negotiate in good
faith
with the Depositor with regard to any reasonable requests for delivery of
information under these provisions on the basis of evolving interpretations
of
Regulation AB. The Servicer shall cooperate fully with the Depositor to deliver
to the Depositor, any and all statements, reports, certifications, records
and
any other information necessary to permit the Depositor to comply with the
provisions of Regulation AB, together with such disclosures relating to the
Servicer, and any parties or items identified in writing by the Depositor,
including, any Sub-Servicer or the servicing of the Mortgage Loans necessary
in
order to effect such compliance.
The
Depositor agrees that it will cooperate with the Servicer by providing timely
notice of requests for any information, under these provisions and by reasonably
limiting such requests to information required, in the Depositor’s reasonable
judgment, to comply with Regulation AB.
ARTICLE
XII
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
| SECTION 12.01. |
Master
Servicer to Act as Master Servicer.
|
The
Master Servicer shall supervise, monitor and oversee the obligation of the
Servicer to service and administer the Mortgage Loans serviced by it in
accordance with the terms of this Agreement and shall have full power and
authority to do any and all things which it may deem necessary or desirable
in
connection with such master servicing and administration. In performing its
obligations hereunder, the Master Servicer shall act in a manner consistent
with
Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
oversee and consult with the Servicer as necessary from time-to-time to carry
out the Master Servicer’s obligations hereunder, shall receive, review and
evaluate all reports, information and other data provided to the Master Servicer
by the Servicer and shall cause the Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by the
Servicer under this Agreement. The Master Servicer shall independently monitor
the Servicer’s servicing activities with respect to each Mortgage Loan,
reconcile the results of such monitoring with such information provided in
the
previous sentence on a monthly basis and coordinate corrective adjustments
to
the Servicer’s and the Master Servicer’s records, and based on such reconciled
and corrected information, the Master Servicer shall provide such information
to
the Trust Administrator as shall be necessary in order for it to prepare
the
statements specified in Section 4.03, and prepare any other information and
statements required to be forwarded by the Master Servicer hereunder. The
Master
Servicer shall reconcile the results of its Mortgage Loan monitoring with
the
actual remittances of the Servicer to the Distribution Account pursuant to
Section 12.11.
The
Trustee shall furnish the Servicer and the Master Servicer with any powers
of
attorney and other documents in form as provided to it necessary or appropriate
to enable the Servicer and the Master Servicer to service and administer
the
Mortgage Loans and REO Properties.
The
Trustee and the Trust Administrator shall provide access to the records and
documentation in possession of the Trustee or the Trust Administrator, as
applicable, regarding the Mortgage Loans and REO Properties and the servicing
thereof to the Certificateholders, the Certificate Insurer, the Pool Insurer
(as
required pursuant to the Pool Policy), 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
or
the Trust Administrator, as applicable; provided, however, that, unless
otherwise required by law, neither the Trustee nor the Trust Administrator
shall
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
and the Trust Administrator 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 or Trust Administrator’s, as
applicable, actual costs.
The
Trustee shall execute and deliver to the Servicer and the Master Servicer
any
court pleadings, requests for trustee’s sale or other documents necessary or
desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged
Property; (ii) any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment
against the Mortgagor; or (iv) enforce any other rights or remedies provided
by
the Mortgage Note or Mortgage or otherwise available at law or
equity.
| SECTION 12.02. |
[Reserved].
|
| SECTION 12.03. |
Monitoring
of the Servicers.
|
The
Master Servicer shall be responsible for reporting to the Trustee, the Trust
Administrator and the Depositor the non-compliance by the Servicer with its
duties under this Agreement. In the review of the Servicer’s activities, the
Servicer and the Master Servicer may rely upon an Officer’s Certificate of the
Servicer (or similar document signed by a Servicing Officer of the Servicer)
with regard to the Servicer’s compliance with the terms of this Agreement. In
the event that the Master Servicer, in its judgment, determines that the
Servicer should be terminated in accordance with the terms hereof or thereof,
or
that a notice should be sent pursuant to the terms hereof with respect to
the
occurrence of an event that, unless cured, would constitute grounds for such
termination, the Master Servicer shall notify the Depositor, the Certificate
Insurer, the Trust Administrator and the Trustee thereof and the Master Servicer
shall issue such notice or take such other action as it deems
appropriate.
The
Master Servicer or (if the Master Servicer is the Servicer) the Trustee,
for the
benefit of the Certificateholders and the Certificate Insurer, shall enforce
the
obligations of the Servicer under this Agreement, and shall, in the event
that
it receives notice that the Servicer has failed to perform its obligations
in
accordance with this Agreement, subject to the preceding paragraph, terminate
the rights and obligations of the Servicer hereunder or thereunder in accordance
with the provisions of Article VII and act as Servicer of such Mortgage Loans
or
appoint a successor servicer; 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 such successor servicer. Such enforcement, including, without
limitation, the legal prosecution of claims and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at
such
time as the Master Servicer or Trustee (or such other successor master
servicer), as applicable, in its good faith business judgment, would require
were it the owner of such Mortgage Loans. The Master Servicer or the Trustee
(or
such other successor master servicer), as applicable, shall pay the costs
of
such enforcement at its own expense, provided that the Master Servicer or
the
Trustee (or such other successor master servicer), as applicable, shall not
be
required to prosecute or defend any legal action except to the extent that
the
Master Servicer or the Trustee (or such other successor master servicer),
as
applicable, shall have received reasonable indemnity for its costs and expenses
in pursuing such action.
To
the
extent that the costs and expenses of the Master Servicer or Trustee, as
applicable, related to any termination of the Servicer, enforcement of the
Servicer’s obligations appointment of a successor servicer or the transfer and
assumption of servicing by the Master Servicer or the Trustee, as applicable,
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 a
Servicer Event of Termination and (ii) all costs and expenses associated
with
the complete transfer of servicing, including all servicing files and all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the successor servicer to correct any errors or
insufficiencies in the servicing data or otherwise to enable the successor
servicer to service the Mortgage Loans in accordance with this Agreement
are not
fully and timely reimbursed by the terminated Servicer, the Master Servicer
or
the Trustee, as applicable, shall be entitled to reimbursement of such costs
and
expenses from the Distribution Account.
The
Master Servicer (or if the Master Servicer is the Servicer, the Trustee (or
other successor master servicer)) shall, upon receipt from the Servicer,
the
Master Servicer, the Certificate Insurer or the Trust Administrator, of notice
of any failure of the Servicer to comply with the remittance requirements
and
other obligations set forth in this Agreement, enforce such obligations after
consultation with the Depositor and the Certificate Insurer.
If
the
Master Servicer or the Trustee, as applicable, acts as a Servicer, it will
not
assume liability for the representations and warranties of the Servicer that
it
replaces.
| SECTION 12.04. |
Fidelity
Bond.
|
The
Master Servicer, at its expense, shall maintain in effect a blanket fidelity
bond and an errors and omissions insurance policy, affording coverage with
respect to all directors, officers, employees and other Persons acting on
such
Master Servicer’s behalf, and covering errors and omissions in the performance
of the Master Servicer’s obligations hereunder. The errors and omissions
insurance policy and the fidelity bond shall be in such form and amount
generally acceptable for entities serving as Master Servicer.
| SECTION 12.05. |
Power
to Act; Procedures.
|
The
Master Servicer shall master service the Mortgage Loans and shall have full
power and authority, subject to the REMIC Provisions and the provisions of
Article X hereof, to do any and all things that it may deem necessary or
desirable in connection with the master servicing and administration of the
Mortgage Loans, including but not limited to the power and authority (i)
to
execute and deliver, on behalf of the Certificateholders, the Certificate
Insurer 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; provided, however, that the Master Servicer shall not (and,
consistent with its responsibilities under Article X, shall not permit the
Servicer to) knowingly or intentionally take any action, or fail to take
(or
fail to cause to be taken) any action reasonably within its control and the
scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, would cause the Trust
REMIC to fail to qualify as a REMIC or result in the imposition of a tax
upon
the Trust Fund (including but not limited to the tax on prohibited transactions
as defined in Section 860F(a)(2) of the Code and the tax on contributions
to a
REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer
has
received an Opinion of Counsel (but not at the expense of the Master Servicer)
to the effect that the contemplated action would not cause any REMIC to fail
to
qualify as a REMIC or result in the imposition of a tax upon any REMIC. The
Trustee shall furnish the Master Servicer or the Servicer, upon written request
from a Servicing Officer, with any powers of attorney (reasonably acceptable
to
the Trustee) empowering the Master Servicer or the Servicer to execute and
deliver instruments of satisfaction or cancellation, or of partial or full
release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
Property, and to appeal, prosecute or defend in any court action relating
to the
Mortgage Loans or the Mortgaged Property, in accordance with this Agreement,
and
the Trustee shall execute and deliver such other documents, as the Master
Servicer may request, to enable the Master Servicer to master service and
administer the Mortgage Loans and carry out its duties hereunder, in each
case
in accordance with Accepted Master Servicing Practices (and the Trustee shall
have no liability for misuse of any such powers of attorney by the Master
Servicer or the Servicer). If the Master Servicer or the Trustee has been
advised that it is likely that the laws of the state in which action is to
be
taken prohibit such action if taken in the name of the Trustee or that the
Trustee would be adversely affected under the “doing business” or tax laws of
such state if such action is taken in its name, the Master Servicer shall
join
with the Trustee in the appointment of a co-trustee pursuant to Section 8.10
hereof. In the performance of its duties hereunder, the Master Servicer shall
be
an independent contractor and shall not, except in those instances where
it is
taking action in the name of the Trustee, be deemed to be the agent of the
Trustee.
| SECTION 12.06. |
Due
on Sale Clauses; Assumption
Agreements.
|
To
the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the Servicer to enforce such clauses in accordance with
this Agreement. If applicable law prohibits the enforcement of a due-on-sale
clause or such clause is otherwise not enforced in accordance with this
Agreement, and, as a consequence, a Mortgage Loan is assumed, the original
Mortgagor may be released from liability in accordance with this
Agreement.
| SECTION 12.07. |
[Reserved].
|
| SECTION 12.08. |
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
The
Master Servicer and the Servicer shall transmit to the Trustee (or the Custodian
on behalf of the Trustee) such documents and instruments coming into the
possession of the Master Servicer or the Servicer from time to time as are
required by the terms hereof to be delivered to the Trustee, the Trust
Administrator or the Custodian. Any funds received by the Master Servicer
or by
the Servicer in respect of any Mortgage Loan or which otherwise are collected
by
the Master Servicer or by the Servicer as Liquidation Proceeds or Insurance
Proceeds in respect of any Mortgage Loan shall be held for the benefit of
the
Trustee, the Certificateholders and the Certificate Insurer subject to the
Master Servicer’s right to retain or withdraw from the Distribution Account the
Master Servicing Compensation and other amounts provided in this Agreement,
and
to the right of the Servicer to retain its Servicing Fee and other amounts
as
provided in this Agreement. The Master Servicer shall, and subject to Section
3.22 shall cause the Servicer to, provide access to information and
documentation regarding the Mortgage Loans to the Trust Administrator, its
agents and accountants at any time upon reasonable request and during normal
business hours, the Certificate Insurer, the Pool Insurer and to
Certificateholders that are savings and loan associations, banks or insurance
companies, the Office of Thrift Supervision, the FDIC and the supervisory
agents
and examiners of such Office and Corporation or examiners of any other federal
or state banking or insurance regulatory authority if so required by applicable
regulations of the Office of Thrift Supervision or other regulatory authority,
such access to be afforded without charge but only upon reasonable request
in
writing and during normal business hours at the offices of the Master Servicer
designated by it. In fulfilling such a request the Master Servicer shall
not be
responsible for determining the sufficiency of such information.
All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer or 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 or the Master Servicer,
as
applicable, for and on behalf of the Trustee, the Certificateholders and
the
Certificate Insurer shall be and remain the sole and exclusive property of
the
Trustee; provided, however, that the Master Servicer and the Servicer shall
be
entitled to setoff against, and deduct from, any such funds any amounts that
are
properly due and payable to the Master Servicer or the Servicer under this
Agreement.
| SECTION 12.09. |
Compensation
for the Master Servicer.
|
The
Master Servicer will be entitled to a portion of the Administration Fee and
all
income and gain realized from any investment of funds in the Distribution
Account, pursuant to Section 12.11 and Section 12.12, for the performance
of its
activities hereunder (the “Master Servicing Compensation”). Servicing
compensation in the form of assumption fees, if any, late payment charges,
as
collected, if any, or otherwise shall be retained by the Servicer in accordance
with Section 3.18. The Master Servicer shall be required to pay all expenses
incurred by it in connection with the performance of its duties hereunder
and
shall not be entitled to reimbursement therefor except as provided in this
Agreement.
| SECTION 12.10. |
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
In
the
event of a Prepayment Interest Shortfall, the Master Servicer shall remit
to the
Trust Administrator, from its own funds and without right of reimbursement
(except as described below), not later than the related Distribution Date,
Compensating Interest in an amount equal to the lesser of (i) the aggregate
amounts in respect of Compensating Interest required to be paid by the Servicer
pursuant to Section 3.24 with respect to Prepayment Interest Shortfalls
attributable to Principal Prepayments in full on the Mortgage Loans for the
related Distribution Date and not so paid by the Servicer and (ii) the aggregate
compensation payable to the Master Servicer for the related collection period
under this Agreement. In the event the Master Servicer pays any amount in
respect of such Compensating Interest prior to the time it shall have succeeded
as successor servicer, the Master Servicer shall be subrogated to the Trust
Fund’s right to receive such amount from the Servicer. In the event the Trust
Fund receives from the Servicer all or any portion of amounts in respect
of
Compensating Interest required to be paid by the Servicer pursuant to Section
3.24, not so paid by the Servicer when required, and paid by the Master Servicer
pursuant to this Section 12.10, then the Master Servicer may reimburse itself
for the amount of Compensating Interest paid by the Master Servicer from
such
receipts by the Trust Fund.
| SECTION 12.11. |
Reserved.
|
| SECTION 12.12. |
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
(a) The
Trust
Administrator will, from time to time on demand of the Master Servicer, the
Servicer or the Trustee, make or cause to be made such withdrawals or transfers
from the Distribution Account pursuant to this Agreement. The Trust
Administrator may clear and terminate the Distribution Account pursuant to
Section 9.01 and remove amounts from time to time deposited in
error.
(b) On
an
ongoing basis, the Trust Administrator shall withdraw funds from the
Distribution Account to pay (i) any Extraordinary Trust Fund Expenses including
but not limited to amounts payable to the Servicer or the Depositor pursuant
to
Section 6.03(b) or Master Servicer pursuant to Section 6.03(c), and (ii)
any
amounts expressly payable to the Master Servicer as set forth in Section
12.09.
(c) The
Trust
Administrator may withdraw from the Distribution Account any of the following
amounts (in the case of any such amount payable or reimbursable to the Servicer,
only to the extent the Servicer shall not have paid or reimbursed itself
such
amount prior to making any remittance to the Master Servicer pursuant to
the
terms of this Agreement):
(i) to
reimburse the Master Servicer or (if the Master Servicer is the Servicer)
the
Trustee (to the extent either of them is obligated to do so as successor
servicer) for any Advance of its own funds, the right of the Master Servicer
or
the Trustee, as applicable, to reimbursement pursuant to this subclause (i)
being limited to amounts received on a particular Mortgage Loan (including,
for
this purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation
Proceeds and Subsequent Recoveries) which represent late payments or recoveries
of the principal of or interest on such Mortgage Loan respecting which such
Advance was made;
(ii) to
reimburse the Master Servicer from Insurance Proceeds, Liquidation Proceeds
or
Subsequent Recoveries relating to a particular Mortgage Loan for amounts
expended by the Master Servicer in good faith in connection with the restoration
of the related Mortgaged Property which was damaged by an Uninsured Cause
or in
connection with the liquidation of such Mortgage Loan;
(iii) to
reimburse the Master Servicer from Insurance Proceeds relating to a particular
Mortgage Loan for insured expenses incurred with respect to such Mortgage
Loan
and to reimburse the Master Servicer from Liquidation Proceeds and Subsequent
Recoveries from a particular Mortgage Loan for Liquidation Expenses incurred
with respect to such Mortgage Loan;
(iv) to
reimburse the Master Servicer for advances of funds (other than Advances)
made
with respect to the Mortgage Loans, and the right to reimbursement pursuant
to
this subclause being limited to amounts received on the related Mortgage
Loan
(including, for this purpose, the Purchase Price therefor, Insurance Proceeds,
Liquidation Proceeds and Subsequent Recoveries) which represent late recoveries
of the payments for which such advances were made;
(v) to
reimburse the Master Servicer or (if the Master Servicer is the Servicer)
the
Trustee (to the extent either of them is obligated to do so as successor
servicer) for any Advance or Servicing Advance, after a Realized Loss has
been
allocated with respect to the related Mortgage Loan if the Advance or Servicing
Advance has not been reimbursed pursuant to clauses (i) through
(iv);
(vi) to
pay
the Credit Risk Manager the Credit Risk Manager Fee;
(vii) to
make
distributions in accordance with Section 4.01;
(viii) to
pay
compensation to the Trust Administrator on each Distribution Date;
(ix) to
pay
any amounts in respect of taxes pursuant to Section 10.01(g);
(x) without
duplication of the amount set forth in clause (iii) above, to pay any
Extraordinary Trust Fund Expenses to the extent not paid by the Master Servicer
from the Distribution Account;
(xi) without
duplication of any of the foregoing, to reimburse or pay the Servicer any
such
amounts as are due thereto under this Agreement and have not been retained
by or
paid to the Servicer, to the extent provided in this Agreement or the Servicing
Agreement and to refund to the Servicer any amount remitted by the Servicer
to
the Master Servicer in error;
(xii) to
pay to
the Master Servicer, any interest or investment income earned on funds deposited
in the Distribution Account;
(xiii) to
withdraw any amount deposited in the Distribution Account in error;
and
(xiv) to
clear
and terminate the Distribution Account pursuant to Section 9.01.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of accounting for any reimbursement
from
the Distribution Account pursuant to clauses (i) through (v) above or with
respect to any such amounts which would have been covered by such clauses
had
the amounts not been retained by the Master Servicer without being deposited
in
the Distribution Account.
On
each
Distribution Date, the Master Servicer or (if the Master Servicer is the
Servicer) the Trustee (to the extent either of them is obligated to do so
as a
successor Servicer) shall remit to the Trust Administrator for deposit in
the
Distribution Account any Advances required to be made by the Master Servicer
or
the Trustee, as applicable, with respect to the Mortgage Loans.
| SECTION 12.13. |
Survival
of Indemnification.
|
Any
and
all indemnities to be provided by any party to this Agreement shall survive
the
termination and resignation of any party hereto and the termination of this
Agreement.
IN
WITNESS WHEREOF, the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto
by
their respective officers thereunto duly authorized, all as of the day and
year
first above written.
|
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION,
as
Depositor
|
||
| |
|
|
| By: /s/ Xxxxxxx X. Xxxxxxx | ||
|
|
||
|
Name: Xxxxxxx
X. Xxxxxxx
Title: Assistant
Secretary
|
||
|
OPTION
ONE MORTGAGE CORPORATION,
as
Servicer
|
||
| |
|
|
| By: /s/ Xxxxxxx X. Xxxxxxx | ||
|
|
||
|
Name: Xxxxxxx
X. Xxxxxxx
Title: Assistant
Secretary
|
||
|
XXXXX
FARGO BANK, N.A.,
as
Master Servicer and Trust Administrator
|
||
| |
|
|
| By: /s/ Xxxxxx X. Xxxxxx | ||
|
|
||
|
Name: Xxxxxx
X. Xxxxxx
Title: Assistant
Vice President
|
||
|
HSBC
BANK USA, NATIONAL ASSOCIATION,
as
Trustee
|
||
| |
|
|
| By: /s/ Xxxxx Xxxxx | ||
|
|
||
|
Name: Xxxxx
Xxxxx
Title: Assistant
Vice President
|
||
For
purposes of Sections 6.08, 6.09 and 6.10:
OFFICETIGER
GLOBAL REAL ESTATE SERVICES INC.
|
By:
/s/
Xxx X.
Xxxxx
|
|||
|
|
|||
|
Name: Xxx
X. Xxxxx
Title:
President
|
| STATE OF CALIFORNIA | ) | |
| ) | ss.: | |
| COUNTY OF ORANGE | ) |
On
the
______ day of ________________ before me, a notary public in and for said
State,
personally appeared __________________ known to me to be a Vice President
of
Option One Mortgage Acceptance Corporation, a Delaware corporation, that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
| |
|
|
|
|
||
|
Notary
Public
|
||
| STATE OF CALIFORNIA | ) | |
| ) | ss.: | |
| COUNTY OF ORANGE | ) |
On
the
______ day of ________________ before me, a notary public in and for said
State,
personally appeared __________________ known to me to be a Vice President
of
Option One Mortgage Corporation, a California corporation, that executed
the
within instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
| |
|
|
|
|
||
|
Notary
Public
|
||
| STATE OF MARYLAND | ) | |
| ) | ss.: | |
| COUNTY OF XXXXXX | ) |
On
the
______ day of ________________ before me, a notary public in and for said
State,
personally appeared __________________, known to me to be an Assistant Vice
President of Xxxxx Fargo Bank, N.A., a national banking association, that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said 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
|
||
| STATE OF | ) | |
| ) | ss.: | |
| COUNTY OF | ) |
On
the
______ day of ________________ before me, a notary public in and for said
State,
personally appeared __________________, known to me to be a ______________
of
HSBC Bank USA, 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
|
||
EXHIBIT
A-1
FORM
OF
CLASS I-A-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PURCHASER SHALL BE
DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(d)
OF THE
AGREEMENT.
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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
April
1, 2007
|
|
First
Distribution Date
|
:
|
May
25, 2007
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$304,935,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$304,935,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68402S
AA 7
|
|
Class
|
:
|
I-A-1
|
|
Assumed
Maturity Date
|
:
|
February
2038
|
Asset-Backed
Certificates,
Series
2007-HL1
Class
I-A-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
adjustable rate mortgage loans (the “Mortgage Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class I-A-1 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class I-A-1 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class I-A-1 Certificate (obtained by dividing the Denomination
of this Class I-A-1 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of April 1, 2007 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), HSBC
Bank USA, National Association, a national banking association, as trustee
(the
“Trustee”) and Xxxxx Fargo Bank, N.A., a national banking association, as master
servicer and trust administrator (the “Master Servicer” and “Trust
Administrator”). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class I-A-1 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class I-A-1 Certificate by
virtue of the acceptance hereof assents and by which such Holder is
bound.
Prior
to
the termination of the Supplemental Interest Trust, any purchaser shall be
deemed to have made the representations set forth in Section 5.02(d) of the
Agreement.
Reference
is hereby made to the further provisions of this Class I-A-1 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class I-A-1 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has caused
this
Certificate to be duly executed.
Dated:
April __, 2007
|
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trust Administrator
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trust Administrator
|
|||||||
[Reverse
of Class I-A-1 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
This
Certificate is one of a duly authorized issue of Certificates designated as
Option One Mortgage Loan Trust 2007-HL1, Asset-Backed Certificates, Series
2007-HL1 (herein collectively called the “Certificates”), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator 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 thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the first Business
Day following such Distribution Date (the “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of the
Trust Administrator specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and Trustee with the consent of the Certificate Insurer and of
Holders of the requisite percentage of the Percentage Interests of each Class
of
Certificates affected by such amendment, as specified in the Agreement. 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 exchange therefor 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,
but with the consent of the Certificate Insurer.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Trust Administrator upon surrender of this Certificate for registration
of
transfer at the office or agency maintained by the Trust Administrator
accompanied by a written instrument of transfer in form satisfactory to the
Trust Administrator and the Certificate Registrar duly executed by the holder
hereof or such holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest in the Trust will be issued
to
the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, the Trust, the Certificate Insurer, the Certificate Registrar, any
Paying Agent and any agent of the Servicer, the Depositor, the Master Servicer,
Trust Administrator, the Trustee, the Certificate Insurer, the Certificate
Registrar or any Paying Agent may treat the Person, including a Depository,
in
whose name any Certificate is registered as the owner hereof for all purposes,
and none of the Servicer, the Depositor, the Master Servicer, the Trust
Administrator, the Trustee, the Trust, the Certificate Insurer nor any agent
of
any of them shall be affected by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trust Administrator upon the earliest of (i) the
Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution
Date
in February 2038.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
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)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator 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
|
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
FORM
OF
CLASS II-A-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PURCHASER SHALL BE
DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(d)
OF THE
AGREEMENT.
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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
April
1, 2007
|
|
First
Distribution Date
|
:
|
May
25, 2007
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$193,379,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$193,379,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68402S
AB 5
|
|
Class
|
:
|
II-A-1
|
|
Assumed
Maturity Date
|
:
|
February
2038
|
Option
One Mortgage Loan Trust 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
Class
II-A-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
adjustable rate mortgage loans (the “Mortgage Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A-1 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A-1 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class II-A-1 Certificate (obtained by dividing the
Denomination of this Class II-A-1 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Option One Mortgage
Acceptance Corporation (the “Depositor”). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of April 1, 2007 (the “Agreement”)
among the Depositor, Option One Mortgage Corporation, as servicer (the
“Servicer”), HSBC Bank USA, National Association, a national banking
association, as trustee (the “Trustee”) and Xxxxx Fargo Bank, N.A., a national
banking association, as master servicer and trust administrator (the “Master
Servicer” and “Trust Administrator”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Class II-A-1 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class
II-A-1 Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Prior
to
the termination of the Supplemental Interest Trust, any purchaser shall be
deemed to have made the representations set forth in Section 5.02(d) of the
Agreement.
Reference
is hereby made to the further provisions of this Class II-A-1 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A-1 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has caused
this
Certificate to be duly executed.
Dated:
April __, 2007
|
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
|
||||||||||||
|
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trust Administrator
|
|||||||||||
|
|
||||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trust Administrator
|
|||||||
[Reverse
of Class II-A-1 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
This
Certificate is one of a duly authorized issue of Certificates designated as
Option One Mortgage Loan Trust 2007-HL1, Asset-Backed Certificates, Series
2007-HL1 (herein collectively called the “Certificates”), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator 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 thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the first Business
Day following such Distribution Date (the “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and Trustee with the consent of the Certificate Insurer and of
Holders of the requisite percentage of the Percentage Interests of each Class
of
Certificates affected by such amendment, as specified in the Agreement. 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 exchange therefor 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,
but with the consent of the Certificate Insurer.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Trust Administrator upon surrender of this Certificate for registration
of
transfer at the office or agency maintained by the Trust Administrator
accompanied by a written instrument of transfer in form satisfactory to the
Trust Administrator and the Certificate Registrar duly executed by the holder
hereof or such holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest in the Trust will be issued
to
the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the Certificate
Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
Trustee, the Certificate Insurer, the Certificate Registrar, any Paying Agent
or
the Trustee may treat the Person, including a Depository, in whose name any
Certificate is registered as the owner hereof for all purposes, and none of
the
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trust Administrator upon the earliest of (i) the
Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution
Date
in February 2038.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
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)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator 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
|
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-3
FORM
OF
CLASS II-A-2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PURCHASER SHALL BE
DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(d)
OF THE
AGREEMENT.
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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
April
1, 2007
|
|
First
Distribution Date
|
:
|
May
25, 2007
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$105,220,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$105,220,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68402S
AC 3
|
|
Class
|
:
|
II-A-2
|
|
Assumed
Maturity Date
|
:
|
February
2038
|
Option
One Mortgage Loan Trust 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
Class
II-A-2
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
adjustable rate mortgage loans (the “Mortgage Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A-2 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A-2 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class A Certificate (obtained by dividing the Denomination
of
this Class II-A-2 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of April 1, 2007 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), HSBC
Bank USA, National Association, a national banking association, as trustee
(the
“Trustee”) and Xxxxx Fargo Bank, N.A., a national banking association, as master
servicer and trust administrator (the “Master Servicer” and “Trust
Administrator”). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class II-A-2
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class II-A-2
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Prior
to
the termination of the Supplemental Interest Trust, any purchaser shall be
deemed to have made the representations set forth in Section 5.02(d) of the
Agreement.
Reference
is hereby made to the further provisions of this Class II-A-2 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A-2 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has caused
this
Certificate to be duly executed.
Dated:
April __, 2007
|
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
|
||||||||||||
|
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trust Administrator
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trust Administrator
|
|||||||
[Reverse
of Class II-A-2 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
This
Certificate is one of a duly authorized issue of Certificates designated as
Option One Mortgage Loan Trust 2007-HL1, Asset-Backed Certificates, Series
2007-HL1 (herein collectively called the “Certificates”), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator 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 thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the first Business
Day following such Distribution Date (the “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of the
Trust Administrator specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and Trustee with the consent of the Certificate Insurer and of
Holders of the requisite percentage of the Percentage Interests of each Class
of
Certificates affected by such amendment, as specified in the Agreement. 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 exchange therefor 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,
but with the consent of the Certificate Insurer.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Trust Administrator upon surrender of this Certificate for registration
of
transfer at the office or agency maintained by the Trust Administrator
accompanied by a written instrument of transfer in form satisfactory to the
Trust Administrator and the Certificate Registrar duly executed by the holder
hereof or such holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest in the Trust will be issued
to
the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, the Trust, the Certificate Insurer, the Certificate Registrar, any
Paying Agent and any agent of the Servicer, the Depositor, the Master Servicer,
Trust Administrator, the Trustee, the Certificate Insurer, the Certificate
Registrar or any Paying Agent may treat the Person, including a Depository,
in
whose name any Certificate is registered as the owner hereof for all purposes,
and none of the Servicer, the Depositor, the Master Servicer, the Trust
Administrator, the Trustee, the Trust, the Certificate Insurer nor any agent
of
any of them shall be affected by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trust Administrator upon the earliest of (i) the
Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution
Date
in February 2038.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
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)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator 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
|
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-A-3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PURCHASER SHALL BE
DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(d)
OF THE
AGREEMENT.
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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
April
1, 2007
|
|
First
Distribution Date
|
:
|
May
25, 2007
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$41,559,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$41,559,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68402S
AD 1
|
|
Class
|
:
|
II-A-3
|
|
Assumed
Maturity Date
|
:
|
February
2038
|
Option
One Mortgage Loan Trust 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
Class
II-A-3
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
adjustable rate mortgage loans (the “Mortgage Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A-3 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A-3 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class II-A-3 Certificate (obtained by dividing the
Denomination of this Class II-A-3 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Option One Mortgage
Acceptance Corporation (the “Depositor”). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of April 1, 2007 (the “Agreement”)
among the Depositor, Option One Mortgage Corporation, as servicer (the
“Servicer”), HSBC Bank USA, National Association, a national banking
association, as trustee (the “Trustee”) and Xxxxx Fargo Bank, N.A., a national
banking association, as master servicer and trust administrator (the “Master
Servicer” and “Trust Administrator”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Class II-A-3 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class
II-A-3 Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Prior
to
the termination of the Supplemental Interest Trust, any purchaser shall be
deemed to have made the representations set forth in Section 5.02(d) of the
Agreement.
Reference
is hereby made to the further provisions of this Class II-A-3 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A-3 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has caused
this
Certificate to be duly executed.
Dated:
April __, 2007
|
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
|
||||||||||||
|
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trust Administrator
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trust Administrator
|
|||||||
[Reverse
of Class II-A-3 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
This
Certificate is one of a duly authorized issue of Certificates designated as
Option One Mortgage Loan Trust 2007-HL1, Asset-Backed Certificates, Series
2007-HL1 (herein collectively called the “Certificates”), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator 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 thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the first Business
Day following such Distribution Date (the “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of the
Trust Administrator specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and Trustee with the consent of the Certificate Insurer and of
Holders of the requisite percentage of the Percentage Interests of each Class
of
Certificates affected by such amendment, as specified in the Agreement. 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 exchange therefor 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,
but with the consent of the Certificate Insurer.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Trust Administrator upon surrender of this Certificate for registration
of
transfer at the office or agency maintained by the Trust Administrator
accompanied by a written instrument of transfer in form satisfactory to the
Trust Administrator and the Certificate Registrar duly executed by the holder
hereof or such holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest in the Trust will be issued
to
the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, the Trust, the Certificate Insurer, the Certificate Registrar, any
Paying Agent and any agent of the Servicer, the Depositor, the Master Servicer,
Trust Administrator, the Trustee, the Certificate Insurer, the Certificate
Registrar or any Paying Agent may treat the Person, including a Depository,
in
whose name any Certificate is registered as the owner hereof for all purposes,
and none of the Servicer, the Depositor, the Master Servicer, the Trust
Administrator, the Trustee, the Trust, the Certificate Insurer nor any agent
of
any of them shall be affected by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trust Administrator upon the earliest of (i) the
Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution
Date
in February 2038.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
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)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator 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
|
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-A-4 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PURCHASER SHALL BE
DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(d)
OF THE
AGREEMENT.
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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
April
1, 2007
|
|
First
Distribution Date
|
:
|
May
25, 2007
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$57,814,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$57,814,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68402S
AE 9
|
|
Class
|
:
|
II-A-4
|
|
Assumed
Maturity Date
|
:
|
February
2038
|
Option
One Mortgage Loan Trust 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
Class
II-A-4
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
adjustable rate mortgage loans (the “Mortgage Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class A-4 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class II-A-4 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class II-A-4 Certificate (obtained by dividing the
Denomination of this Class II-A-4 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Option One Mortgage
Acceptance Corporation (the “Depositor”). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of April 1, 2007 (the “Agreement”)
among the Depositor, Option One Mortgage Corporation, as servicer (the
“Servicer”), HSBC Bank USA, National Association, a national banking
association, as trustee (the “Trustee”) and Xxxxx Fargo Bank, N.A., a national
banking association, as master servicer and trust administrator (the “Master
Servicer” and “Trust Administrator”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Class II-A-4 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class
II-A-4 Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Prior
to
the termination of the Supplemental Interest Trust, any purchaser shall be
deemed to have made the representations set forth in Section 5.02(d) of the
Agreement.
Reference
is hereby made to the further provisions of this Class II-A-4 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A-4 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has caused
this
Certificate to be duly executed.
Dated:
April __, 2007
|
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
|
||||||||||||
|
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trust Administrator
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trust Administrator
|
|||||||
[Reverse
of Class II-A-4 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
This
Certificate is one of a duly authorized issue of Certificates designated as
Option One Mortgage Loan Trust 2007-HL1, Asset-Backed Certificates, Series
2007-HL1 (herein collectively called the “Certificates”), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator 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 thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the first Business
Day following such Distribution Date (the “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of the
Trust Administrator specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and Trustee with the consent of the Certificate Insurer and of
Holders of the requisite percentage of the Percentage Interests of each Class
of
Certificates affected by such amendment, as specified in the Agreement. 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 exchange therefor 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,
but with the consent of the Certificate Insurer.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Trust Administrator upon surrender of this Certificate for registration
of
transfer at the office or agency maintained by the Trust Administrator
accompanied by a written instrument of transfer in form satisfactory to the
Trust Administrator and the Certificate Registrar duly executed by the holder
hereof or such holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest in the Trust will be issued
to
the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, the Trust, the Certificate Insurer, the Certificate Registrar, any
Paying Agent and any agent of the Servicer, the Depositor, the Master Servicer,
Trust Administrator, the Trustee, the Certificate Insurer, the Certificate
Registrar or any Paying Agent may treat the Person, including a Depository,
in
whose name any Certificate is registered as the owner hereof for all purposes,
and none of the Servicer, the Depositor, the Master Servicer, the Trust
Administrator, the Trustee, the Trust, the Certificate Insurer nor any agent
of
any of them shall be affected by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trust Administrator upon the earliest of (i) the
Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution
Date
in February 2038 .
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
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)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator 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
|
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 C 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”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A
CERTIFICATES TO
THE
EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
April
1, 2007
|
|
First
Distribution Date
|
:
|
May
25, 2007
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$91,338,521.78
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$91,338,521.78
|
|
Initial
Notional Amount of this Certificate
|
:
|
$1,781,022,306.36
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
C
|
Option
One Mortgage Loan Trust 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
Class
C
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
adjustable rate mortgage loans (the “Mortgage Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class C Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class C Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Servicer, the Master Servicer, the Trust Administrator or the Trustee referred
to below or any of their respective affiliates.
This
certifies that Option One Mortgage Capital Corporation is the registered owner
of the Percentage Interest evidenced by this Class C Certificate (obtained
by
dividing the Denomination of this Class C Certificate by the Original Class
Certificate Principal Balance) in certain distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Option One Mortgage
Acceptance Corporation (the “Depositor”). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of April 1, 2007 (the “Agreement”)
among the Depositor, Option One Mortgage Corporation, as servicer (the
“Servicer”), HSBC Bank USA, National Association, a national banking
association, as trustee (the “Trustee”) and Xxxxx Fargo Bank, N.A., a national
banking association, as master servicer and trust administrator (the “Master
Servicer” and “Trust Administrator”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Class C Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Class C
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trust Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be made
pursuant to Rule 144A of the Act, there shall be delivered to the Trust
Administrator and the Depositor an Opinion of Counsel that such transfer may
be
made pursuant to an exemption from the Act, which Opinion of Counsel shall
not
be obtained at the expense of the Trustee, the Servicer, the Master Servicer,
the Trust Administrator or the Depositor; or there shall be delivered to the
Trust Administrator and the Depositor a transferor certificate by the transferor
and an investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trust Administrator and the Depositor 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 Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class C Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class C Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has caused
this
Certificate to be duly executed.
Dated:
April __, 2007
|
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
|
||||||||||||
|
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trust Administrator
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trust Administrator
|
|||||||
[Reverse
of Class C Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
This
Certificate is one of a duly authorized issue of Certificates designated as
Option One Mortgage Loan Trust 2007-HL1, Asset-Backed Certificates, Series
2007-HL1 (herein collectively called the “Certificates”), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator 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 thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the first Business
Day following such Distribution Date (the “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of the
Trust Administrator specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and Trustee with the consent of the Certificate Insurer and of
Holders of the requisite percentage of the Percentage Interests of each Class
of
Certificates affected by such amendment, as specified in the Agreement. 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 exchange therefor 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,
but with the consent of the Certificate Insurer.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Trust Administrator upon surrender of this Certificate for registration
of
transfer at the office or agency maintained by the Trust Administrator
accompanied by a written instrument of transfer in form satisfactory to the
Trust Administrator and the Certificate Registrar duly executed by the holder
hereof or such holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest in the Trust will be issued
to
the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, the Trust, the Certificate Insurer, the Certificate Registrar, any
Paying Agent and any agent of the Servicer, the Depositor, the Master Servicer,
Trust Administrator, the Trustee, the Certificate Insurer, the Certificate
Registrar or any Paying Agent may treat the Person, including a Depository,
in
whose name any Certificate is registered as the owner hereof for all purposes,
and none of the Servicer, the Depositor, the Master Servicer, the Trust
Administrator, the Trustee, the Trust, the Certificate Insurer nor any agent
of
any of them shall be affected by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of the aggregate
Principal Balance of the Mortgage Loans as of the Cut-off Date, the Servicer
may
purchase, in whole, from the Trust the Mortgage Loans at a purchase price
determined as provided in the Agreement. In the event that no such optional
termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trust Administrator upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
Distribution Date in February 2038.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
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)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator 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
|
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 P 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”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
April
1, 2007
|
|
First
Distribution Date
|
:
|
May
25, 2007
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$100.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$100.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
P
|
Option
One Mortgage Loan Trust 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
Class
P
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
adjustable rate mortgage loans (the “Mortgage Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class P Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class P Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Servicer, the Master Servicer, the Trust Administrator or the Trustee referred
to below or any of their respective affiliates.
This
certifies that Option One Mortgage Capital Corporation is the registered owner
of the Percentage Interest evidenced by this Class P Certificate (obtained
by
dividing the Denomination of this Class P Certificate by the Original Class
Certificate Principal Balance) in certain distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Option One Mortgage
Acceptance Corporation (the “Depositor”). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of April 1, 2007 (the “Agreement”)
among the Depositor, Option One Mortgage Corporation, as servicer (the
“Servicer”), HSBC Bank USA, National Association, a national banking
association, as trustee (the “Trustee”) and Xxxxx Fargo Bank, N.A., a national
banking association, as master servicer and trust administrator (the “Master
Servicer” and “Trust Administrator”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Class P Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Class P
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
This
Certificate does not have a pass-through rate and will be entitled to
distributions only to the extent set forth in the Agreement.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trust Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be made
pursuant to Rule 144A of the Act, there shall be delivered to the Trust
Administrator and the Depositor an Opinion of Counsel that such transfer may
be
made pursuant to an exemption from the Act, which Opinion of Counsel shall
not
be obtained at the expense of the Trustee, the Servicer, the Master Servicer,
the Trust Administrator or the Depositor; or there shall be delivered to the
Trust Administrator and the Depositor a transferor certificate by the transferor
and an investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trust Administrator and the Depositor 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 Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class P Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class P Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has caused
this
Certificate to be duly executed.
Dated:
April __, 2007
|
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
|
||||||||||||
|
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trust Administrator
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trust Administrator
|
|||||||
[Reverse
of Class P Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
This
Certificate is one of a duly authorized issue of Certificates designated as
Option One Mortgage Loan Trust 2007-HL1, Asset-Backed Certificates, Series
2007-HL1 (herein collectively called the “Certificates”), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator 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 thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the first Business
Day following such Distribution Date (the “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of the
Trust Administrator specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and Trustee with the consent of the Certificate Insurer and of
Holders of the requisite percentage of the Percentage Interests of each Class
of
Certificates affected by such amendment, as specified in the Agreement. 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 exchange therefor 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,
but with the consent of the Certificate Insurer.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Trust Administrator upon surrender of this Certificate for registration
of
transfer at the office or agency maintained by the Trust Administrator
accompanied by a written instrument of transfer in form satisfactory to the
Trust Administrator and the Certificate Registrar duly executed by the holder
hereof or such holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest in the Trust will be issued
to
the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, the Trust, the Certificate Insurer, the Certificate Registrar, any
Paying Agent and any agent of the Servicer, the Depositor, the Master Servicer,
Trust Administrator, the Trustee, the Certificate Insurer, the Certificate
Registrar or any Paying Agent may treat the Person, including a Depository,
in
whose name any Certificate is registered as the owner hereof for all purposes,
and none of the Servicer, the Depositor, the Master Servicer, the Trust
Administrator, the Trustee, the Trust, the Certificate Insurer nor any agent
of
any of them shall be affected by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of the aggregate
Principal Balance of the Mortgage Loans as of the Cut-off Date, the Servicer
may
purchase, in whole, from the Trust the Mortgage Loans at a purchase price
determined as provided in the Agreement. In the event that no such optional
termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trust Administrator upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
Distribution Date in February 2038.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
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)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator 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
|
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 CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A ARESIDUAL
INTEREST” IN ONE OR MORE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS,” 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 REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR A TRANSFER AFFIDAVIT IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
April
1, 2007
|
|
First
Distribution Date
|
:
|
May
25, 2007
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
R
|
Option
One Mortgage Loan Trust 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
Class
R
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
adjustable rate mortgage loans (the “Mortgage Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Option One Mortgage Capital Corporation is the registered owner
of the Percentage Interest evidenced by this Certificate specified above in
the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Option One Mortgage Acceptance Corporation (the “Depositor”). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of April 1,
2007
(the “Agreement”) among the Depositor, Option One Mortgage Corporation, as
servicer (the “Servicer”), HSBC Bank USA, National Association, a national
banking association, as trustee (the “Trustee”) and Xxxxx Fargo Bank, N.A., a
national banking association, as master servicer and trust administrator (the
“Master Servicer” and “Trust Administrator”). To the extent not defined herein,
the capitalized terms used herein have the meanings assigned 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 the acceptance hereof assents and by which such Holder is
bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement. In
addition, any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
Corporate Trust Office or the office or agency maintained by the Trust
Administrator in Minneapolis, Minnesota.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trust Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be made
pursuant to Rule 144A of the Act, there shall be delivered to the Trust
Administrator and the Depositor an Opinion of Counsel that such transfer may
be
made pursuant to an exemption from the Act, which Opinion of Counsel shall
not
be obtained at the expense of the Trustee, the Servicer, the Master Servicer,
the Trust Administrator or the Depositor; or there shall be delivered to the
Trust Administrator and the Depositor a transferor certificate by the transferor
and an investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trust Administrator and the Depositor 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 Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
Certificate may be transferred without delivery to the Trust Administrator
of
(a) a transfer affidavit of the proposed transferee and (b) a transfer
certificate of the transferor, each of such documents to be in the form
described in the Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Certificate must agree to require a transfer affidavit and
to
deliver a transfer certificate to the Trust Administrator as required pursuant
to the Agreement, (iv) each person holding or acquiring an Ownership Interest
in
this Certificate must agree not to transfer an Ownership Interest in this
Certificate if it has actual knowledge that the proposed transferee is not
a
Permitted Transferee and (v) 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.
Pursuant to the Agreement, the Trust Administrator will provide the Internal
Revenue Service and any pertinent persons with the information needed to compute
the tax imposed under the applicable tax laws on transfers of residual interests
to disqualified organizations, if any person other than a Permitted Transferee
acquires an Ownership Interest on a Class R Certificate in violation of the
restrictions mentioned above.
Reference
is hereby made to the further provisions of this Class R Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has caused
this
Certificate to be duly executed.
Dated:
April __, 2007
|
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
|
||||||||||||
|
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trust Administrator
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trust Administrator
|
|||||||
[Reverse
of Class R Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
This
Certificate is one of a duly authorized issue of Certificates designated as
Option One Mortgage Loan Trust 2007-HL1, Asset-Backed Certificates, Series
2007-HL1 (herein collectively called the “Certificates”), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator 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 thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the first Business
Day following such Distribution Date (the “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of the
Trust Administrator specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and Trustee with the consent of the Certificate Insurer and of
Holders of the requisite percentage of the Percentage Interests of each Class
of
Certificates affected by such amendment, as specified in the Agreement. 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 exchange therefor 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,
but with the consent of the Certificate Insurer.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Trust Administrator upon surrender of this Certificate for registration
of
transfer at the office or agency maintained by the Trust Administrator
accompanied by a written instrument of transfer in form satisfactory to the
Trust Administrator and the Certificate Registrar duly executed by the holder
hereof or such holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest in the Trust will be issued
to
the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, the Trust, the Certificate Insurer, the Certificate Registrar, any
Paying Agent and any agent of the Servicer, the Depositor, the Master Servicer,
Trust Administrator, the Trustee, the Certificate Insurer, the Certificate
Registrar or any Paying Agent may treat the Person, including a Depository,
in
whose name any Certificate is registered as the owner hereof for all purposes,
and none of the Servicer, the Depositor, the Master Servicer, the Trust
Administrator, the Trustee, the Trust, the Certificate Insurer nor any agent
of
any of them shall be affected by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of the aggregate
Principal Balance of the Mortgage Loans as of the Cut-off Date, the Servicer
may
purchase, in whole, from the Trust the Mortgage Loans at a purchase price
determined as provided in the Agreement. In the event that no such optional
termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trust Administrator upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
Distribution Date in February 2038.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
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)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator 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
|
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 R-X CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A ARESIDUAL
INTEREST” IN ONE OR MORE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS,” 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 REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR A TRANSFER AFFIDAVIT IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
April
1, 2007
|
|
First
Distribution Date
|
:
|
May
25, 2007
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
R-X
|
Option
One Mortgage Loan Trust 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
Class
R-X
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien,
adjustable rate mortgage loans (the “Mortgage Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Option One Mortgage Capital Corporation is the registered owner
of the Percentage Interest evidenced by this Certificate specified above in
the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Option One Mortgage Acceptance Corporation (the “Depositor”). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of April 1,
2007
(the “Agreement”) among the Depositor, Option One Mortgage Corporation, as
servicer (the “Servicer”), HSBC Bank USA, National Association, a national
banking association, as trustee (the “Trustee”) and Xxxxx Fargo Bank, N.A., a
national banking association, as master servicer and trust administrator (the
“Master Servicer” and “Trust Administrator”). To the extent not defined herein,
the capitalized terms used herein have the meanings assigned 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 the acceptance hereof assents and by which such Holder is
bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement. In
addition, any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
Corporate Trust Office or the office or agency maintained by the Trust
Administrator in Minneapolis, Minnesota.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trust Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be made
pursuant to Rule 144A of the Act, there shall be delivered to the Trust
Administrator and the Depositor an Opinion of Counsel that such transfer may
be
made pursuant to an exemption from the Act, which Opinion of Counsel shall
not
be obtained at the expense of the Trustee, the Servicer, the Master Servicer,
the Trust Administrator or the Depositor; or there shall be delivered to the
Trust Administrator and the Depositor a transferor certificate by the transferor
and an investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trust Administrator and the Depositor 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 Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
Certificate may be transferred without delivery to the Trust Administrator
of
(a) a transfer affidavit of the proposed transferee and (b) a transfer
certificate of the transferor, each of such documents to be in the form
described in the Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Certificate must agree to require a transfer affidavit and
to
deliver a transfer certificate to the Trust Administrator as required pursuant
to the Agreement, (iv) each person holding or acquiring an Ownership Interest
in
this Certificate must agree not to transfer an Ownership Interest in this
Certificate if it has actual knowledge that the proposed transferee is not
a
Permitted Transferee and (v) 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.
Pursuant to the Agreement, the Trust Administrator will provide the Internal
Revenue Service and any pertinent persons with the information needed to compute
the tax imposed under the applicable tax laws on transfers of residual interests
to disqualified organizations, if any person other than a Permitted Transferee
acquires an Ownership Interest on a Class R-X Certificate in violation of the
restrictions mentioned above.
Reference
is hereby made to the further provisions of this Class R-X Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has caused
this
Certificate to be duly executed.
Dated:
April __, 2007
|
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
|
||||||||||||
|
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trust Administrator
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trust Administrator
|
|||||||
[Reverse
of Class R-X Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2007-HL1
Asset-Backed
Certificates,
Series
2007-HL1
This
Certificate is one of a duly authorized issue of Certificates designated as
Option One Mortgage Loan Trust 2007-HL1, Asset-Backed Certificates, Series
2007-HL1 (herein collectively called the “Certificates”), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator 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 thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day then the first Business
Day following such Distribution Date (the “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of the
Trust Administrator specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and Trustee with the consent of the Certificate Insurer and of
Holders of the requisite percentage of the Percentage Interests of each Class
of
Certificates affected by such amendment, as specified in the Agreement. 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 exchange therefor 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,
but with the consent of the Certificate Insurer.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Trust Administrator upon surrender of this Certificate for registration
of
transfer at the office or agency maintained by the Trust Administrator
accompanied by a written instrument of transfer in form satisfactory to the
Trust Administrator and the Certificate Registrar duly executed by the holder
hereof or such holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest in the Trust will be issued
to
the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, the Trust, the Certificate Insurer, the Certificate Registrar, any
Paying Agent and any agent of the Servicer, the Depositor, the Master Servicer,
Trust Administrator, the Trustee, the Certificate Insurer, the Certificate
Registrar or any Paying Agent may treat the Person, including a Depository,
in
whose name any Certificate is registered as the owner hereof for all purposes,
and none of the Servicer, the Depositor, the Master Servicer, the Trust
Administrator, the Trustee, the Trust, the Certificate Insurer nor any agent
of
any of them shall be affected by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of the aggregate
Principal Balance of the Mortgage Loans as of the Cut-off Date, the Servicer
may
purchase, in whole, from the Trust the Mortgage Loans at a purchase price
determined as provided in the Agreement. In the event that no such optional
termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trust Administrator upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
Distribution Date in February 2038.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
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)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator 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
|
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
FORM
OF
POOL POLICY
RADIAN
GUARANTY INC.
0000
Xxxxxx Xxxxxx - Xxxxxxxxxxxx, XX 00000 - (000) 000-0000
MORTGAGE
POOL INSURANCE POLICY
RADIAN
GUARANTY INC.,
a
Pennsylvania corporation, (a stock insurance company herein called the
“Company”) agrees to pay to the insured identified below, in consideration of
the premium paid or to be paid as specified herein, the loss sustained
by reason of the default in payments by a Borrower on any Residential Loan
insured under this policy and listed in the attached Schedule, subject to the
terms and conditions contained herein.
|
Insured: HSBC
Bank USA, National Association, on behalf of the Option One Mortgage
Loan
Trust Asset- Backed Certificates, Series 2007-HL1 as Trustee, located
at
000 Xxxxx Xxxxxx, Xxx Xxxx, XX, 00000.
|
||
|
Policy
Number
|
Issuance
Date
|
Effective
Date of Policy
|
|
07-273042
|
April
26, 2007
|
April
1, 2007
|
|
Premium
Rates and Due Dates:
|
On
the Issuance Date, a one time premium equal to 1.535% of the related
Total
Amortized Principal Balance, in each case payable in immediately
available
funds by wire transfer to the account specified by the Company. In
addition, the Insured will pay all applicable premium taxes for properties
located in Kentucky, West Virginia or Florida. Residential Mortgage
Loans
covered under this Policy with an Effective Date of January 1, 2007
or
later and secured by properties located in The State of Florida are
subject to the Florida Hurricane Catastrophe Fund Emergency Assessment.
Effective January 1, 2007, the Company will pay an assessment equal
to 1%
of the premiums due for each such Residential Loan to the Florida
Insurance Department. The Insured agrees that it shall promptly reimburse
the Company for such amount.
|
|
|
Total
Initial Principal Balance:
|
$705,959,659
|
|
|
Aggregate
Loss Percentage:
|
27.00%.
|
|
|
Aggregate
Loss Limit:
|
$190,609,107
|
|
|
Deductible
Percentage:
|
18.25%.
|
|
|
Deductible
Amount:
|
$128,837,637,
which is equal to the Deductible Percentage of the Total Initial
Principal
Balance of the Loans listed in the attached Schedule.
|
|
|
Aggregate
Risk Amount
|
$61,771,470
|
|
|
Security:
|
Option
One Mortgage Loan Trust, Asset-Backed Certificates, Series
2007-HL1.
|
|
| 1. |
Definitions
|
The
terms
set forth below shall have the specified meanings when used in this Policy.
Capitalized terms used
and
not defined in this Policy shall have the respective meanings assigned to such
terms in the Transaction
Agreements.
| A. |
Aggregate
Loss is
at any given time, the total of all Losses, including advance payments
of
Loss and partial payments of Loss with respect to a Default, paid by
the
Company reduced by the net proceeds received by the Company, if
applicable.
|
| B. |
Aggregate
Loss Limit
is
the Total Initial Principal Balance multiplied by the Aggregate Loss
Percentage, which is the amount set forth on the face of this Policy
and
represents the maximum aggregate amount payable by the Company under
this
Policy at the applicable time. When the Aggregate Losses paid by the
Company under the Policy are an amount equal to the Aggregate Loss
Limit
the liability of the Company to pay any additional Losses ceases.
|
| C. |
Aggregate
Loss Percentage is
18.25%, the percentage identified on the face of this Policy.
|
| D. |
Application
is
a request for coverage, including assumption of coverage, under this
Policy for a Loan on a form or in a format provided by the Company,
and
all other statements, documents or information furnished to the Company
by
the Insured or any other Person in connection with the insuring of
the
Loan. An Application will include information, if so furnished to the
Company, contained in the Borrower's Loan application, appraisal,
verifications of income and deposit, plans and specifications for the
Property, and all other exhibits and documents, and will include all
data
and information so furnished by electronic means.
|
| E. |
Appropriate
Proceedings
is
any action or proceeding which vests in the Insured all of the Borrower's
rights and title in and to the Property, including but not limited
to,
foreclosure by public or private sale or voluntary conveyance to the
Borrower; provided, however, that such action or proceeding is not
inconsistent with any other condition of this policy and is permitted
by
applicable law.
|
| F. |
Approved
Sale is
(1) a sale of property acquired by the Insured because of a Default
by
Borrower and to which the Company has given prior written approval,
(2) a
foreclosure or trustee’s sale of a property to a third party at a price
equal to or exceeding the maximum amount specified by the Company to
be
bid by the Insured or (3) a sale of the property by the Borrower prior
to
the foreclosure sale and to which the Company has given prior written
approval.
|
| G. |
Borrower is
the Person required to repay the debt obligation created pursuant to
a
Loan insured under this Policy.
|
| H. |
Claim is
the timely filed written request, made on a form or in a format provided
or approved by the Company, to receive the benefits of this
Policy.
|
| I. |
Coverage
Effective Date
is
April 1, 2007.
|
| J. |
Default occurs
when the Borrower becomes in arrears in an amount equal to or greater
than
one (1) monthly principal and interest payment due under the terms
of the
Loan or violates any other term or condition of the Loan which is a
basis
for a foreclosure action.
|
| K. |
Environmental
Condition
is
the presence of environmental contamination, including nuclear reaction
or
radioactive waste, toxic waste, or poisoning, contamination or pollution
of earth or water subjacent to the Property or of the atmosphere above
the
Property; or the presence, on or under a Property, of any "Hazardous
Substance" as that term is defined by the federal Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C.
Sec.
9601, et. seq., as amended from time to time) or as defined by any
similar
state law, or of any "Hazardous Waste" or "Regulated Substance" as
those
terms are defined by the federal Resource Conservation and Recovery
Act
(42 U.S.C. Sec. 6901, et. seq., as amended from time to time) or as
defined by any similar state law. Environmental Condition does not
mean
the presence of radon, lead paint, or
asbestos.
|
| L. |
Fraud
is
any Claim where fraud, error, omission, misrepresentation, dishonesty,
negligence or similar occurrence with respect to any Loan has taken
place
on the part of any person, including without limitation, the mortgagor,
any appraiser, any builder or developer, or any other party involved
in
the origination or servicing of the Loan.
|
| M. |
Good
and Merchantable Title is
title free and clear of all liens, defects, encumbrances, covenants,
conditions, restrictions, rights of redemptions and easements, including
but not limited to rights of parties in possession, except
for:
|
| 1. |
the
lien of current general real estate taxes and other public charges
and
assessments not yet due and payable;
and
|
| 2. |
easements
for public utilities, covenants, conditions, restrictions, rights of
way,
building restrictions, the effect of building laws or regulations
with which the improvements on the Property comply and other matters
of
public record, which in any case do not impair the use of the
Property and the improvements thereon for their intended purposes;
and
|
| 3. |
tenants
under leases previously approved in writing by the Insured; and except
for
any other impediments which will not have an adverse effect on the
marketability of the title. Good and Merchantable Title will
not
exist if (i) there is any lien pursuant to the Comprehensive
Environmental Response, Compensation, and Liability Act, or similar
federal or state law, as in effect from time to time, providing for
liens
in connection with the removal and clean-up of environmental conditions,
or if notice has been given of commencement of proceedings which could
result in such a lien, or (ii) there are limitations on ingress and
egress to the Property or on use of utilities. Any action or proceeding
after a foreclosure sale relating to establishing a deficiency judgment
will not be considered in determining whether the Insured has acquired
Good and Merchantable Title.
|
| N. |
Insured
is
the Person designated on the face of this Policy. The Insured may contract
with any other Person to perform the Insured’s obligations under this
Policy.
|
| O. |
Loan
is
any note and any mortgage, bond, deed of trust, or other instrument
used
in connection with the Borrower’s loan and evidencing a first lien or
charge on Residential real property.
|
| P. |
Loss is
the liability of the Company or the Insured with respect to a Loan
for
payment of a Claim which is calculated in accordance with Section 10,
but
subject to the Aggregate Loss Limit. A Loss will be deemed to have
occurred when a Default on a Loan occurs, even though the amount of
Loss
is not then either presently ascertainable or due and payable, provided
however the Servicer has knowledge of the
Default.
|
| Q. |
Perfected
Claim is
a Claim received by the Company which contains all information or proof
required by the Company and for which all requirements of this Policy
applicable to the payment of a Claim are
satisfied.
|
| R. |
Person
is
any individual, corporation, partnership, association or other
entity.
|
| S. |
Physical
Damage
is
any
tangible injury to a Property, whether caused by accident, natural
occurrence, or any other reason, including but not limited to damage
caused by defects in construction, land subsidence, earth movement
or
slippage, fire, flood, earthquake, riot, vandalism, termite infestation,
mold or any Environmental Condition.
|
| T. |
Policy
is
this policy of insurance and all applications, commitments, endorsements,
schedules and exhibits relating hereto, all of which are incorporated
by
reference herein.
|
| U. |
Property
is
a Residential real property and all improvements thereon which secure
a
Loan, together with all easements and appurtenances, all rights of
access,
all rights to use common areas, recreational and other facilities,
and all
of their replacements or additions.
|
| V. |
Qualified
means the Company is duly qualified under applicable state laws as
a
mortgage guaranty insurance company, duly authorized to write the
insurance provided by this Policy, and has a financial strength rating
of
not lower than “Baa3” from Xxxxx’x and “BBB-” from
S&P.
|
| W. |
Residential
is
a type of building or condominium unit which is designed for occupancy
by
not more than four families.
|
| X. |
Schedule
is
the listing of Residential Loans which are insured under this
Policy.
|
| Y. |
Second
Loss
means, as to this Policy, that the Company will not be obligated to
pay
any Loss under this Policy unless and until the Insured’s losses have
exceeded the Deductible Amount.
|
| Z. |
Security
is
the bond(s), certificate(s), or other security instrument(s) identified
or
referred to on the face of this policy.
|
| AA. |
Servicer
is
that
Person acting on behalf of the Insured (or on behalf of the Insured's
designee, if any) to service the Loans and of whom the Company has
been
notified. The Servicer acts as the representative of the Insured (and
the
Insured's designee, if any) and will bind the Insured and its designee
for
all purposes of this Policy, including providing information to the
Company, receiving any notices (except for notices to the Insured,
as
provided for in this Policy), paying premiums, accepting Loss payments,
and performing any other acts under this Policy. References in this
Policy
to a Servicer's obligations will not be construed as relieving the
Insured
or its designee of responsibility for the Servicer's
performance.
|
| BB. |
Servicing
Guidelines
are the Servicer’s Servicing Guidelines.
|
| CC. |
Three
(3) Months in Default
occurs when the Borrower becomes in arrears in an amount equal to or
greater than three (3) monthly principal and interest payments due
under
the terms of the Loan.
|
| DD. |
Total
Amortized Principal Balance
is
the sum of the unpaid principal balances of the Loans listed on the
attached Schedule which were outstanding at the beginning of the
month.
|
| EE. |
Total
Initial Principal Balances
is
the sum of the unpaid principal balances at the Coverage Effective
Date of
all of the Loans insured hereunder.
|
| FF. |
Transaction
Agreements means
the agreements related to the Security, without regard to any amendments,
supplements or other modifications to which the Company has not given
its
written consent.
|
| GG. |
Value
means the lesser of the sales price of a Property (only applicable
in the
case of a Loan to finance the purchase of such Property) or appraised
value of the Property as set forth on the
Schedule.
|
| 2. |
Effective
Date, Policy Period, Termination and
Cancellation
|
The
effective date of this Policy shall be the date specified on the face hereof.
This Policy shall continue in force (1) as to each Loan in the Schedule,
until it has been paid in full, is no longer represented by the Security or
is
otherwise liquidated or (2) until the Security is redeemed or otherwise
paid in full and all amounts owed to the Certificate Insurer have been paid
in full.
If
at any
time the Company ceases to be Qualified, the Insured, with the prior written
consent of the Certificate Insurer, may terminate this Policy upon written
notice by it to the Company, and thereupon no further premium shall be due
under
this Policy. The Company shall use all diligent effort to remain qualified
under
applicable state laws as a mortgage guaranty insurance company, duly authorized
to write the insurance provided by this Policy. Except as provided in this
Section and Section 4 herein, there is no right of cancellation under this
Policy.
| 3. |
Representations
and Warranties of the
Insured
|
a)
Representations.
The
Insured represents to the Company that:
| (1) |
all
statements made and information provided to the Company in an Application
(including, if applicable, the representations and warranties set forth
on
Exhibit A), whether by it, the Borrower, or any other Person (other
than
the Company), have been made and presented for and on behalf of the
Insured; and
|
| (2) |
such
statements and information are materially accurate and complete as
of the
date(s) on which they are made or provided and do not omit any fact
necessary in order to make such statements and information not false
or
misleading in any material respect as of such
date(s).
|
It
is
understood and agreed that such statements and information are material to
the
Company's decision to offer, provide or so continue coverage of the related
Loan; the Company issues insurance in reliance on the accuracy and completeness
of such statements and information and without any obligation to independently
verify the statements and information submitted to it; and the Company's
reliance on the representations in this Section 3(A)(1) and (2) above
survive the issuance of this Policy. The foregoing representations shall be
effective whether or not they are made by the Insured or other Person with
the
intent to deceive or mislead, or with the knowledge that they are not true
and
correct.
b)
Company's
Remedies for Misrepresentation.
If any
of the Insured's representations made with respect
to such Loan as described in Section 3 are not accurate or complete with
respect to a Loan, this
Policy will not apply, extend to or cover such Loan, and the Company will have
the right to cancel
or
rescind coverage of such Loan under this Policy retroactively to commencement
of
coverage.
In the case of such cancellation or rescission, the Company shall return at
that
time all paid
premiums applicable to such Loan retroactively to such applicable date.
| 4. |
Premiums
|
The
premium (including any applicable taxes) for this Policy shall be paid to the
Company in the manner and
at
the Premium Rates specified on the face hereof. Except as otherwise provided
herein, there shall be no refund
of premium under this Policy.
| 5. |
Termination
of Coverage; Conditions
Subsequent
|
Notwithstanding
any other provision of this Policy, the coverage extended to any Loan may be
terminated at
the
Company’s sole discretion, immediately and without notice, if, with respect to
such Loan, the Insured shall
permit or agree to any of the following without prior written consent of the
Company:
| A. |
Loan
Modification.
Any
material change or modification of the terms of the Loan including
but not
limited to, the borrowed amount, interest rate, term or amortization
schedule. For the purposes of this definition, a Loan Modification
shall
not include any modifications specifically provided for in the Loan
documents, and that are permitted without further approval or consent
of
the Insured.
|
| B. |
Release.
Any release of the Borrower from liability for the
Loan.
|
| C. |
Assumption.
Any assumption of liability for the Loan, with or without release of
the
original Borrower from liability
therefore.
|
| D. |
Property
Change.
Any change in the Residential use or nature of the Property occurring
before the Coverage Effective Date.
|
| E. |
Servicing.
Any sale or transfer of the servicing of a Loan to an entity not
previously approved in writing by the Company as a
servicer.
|
6.
Exclusions
from Coverage
The
Company will not be liable for, and this Policy will not apply to, extend to
or
cover the following:
A. Pre-Existing
Default.
Any
Claim resulting from a Default existing at the Coverage Effective Date or
occurring after lapse or cancellation of coverage of a Loan. For the avoidance
of doubt, a Loan is not in Default as of the Coverage Effective Date if the
scheduled February 1, 2007 payment has been made and the customer is next due
for its scheduled March 1, 2007 or later payment.
B.
Incomplete
Construction.
Any
Claim when, as of the date of such Claim, construction of a Property is not
completed in accordance with the construction plans and specifications upon
which the appraisal of the Property at origination of the Loan was
based.
C.
Fraud,
Misrepresentation and Negligence.
(1) Any
Claim where there was Fraud; or (2) Any Claim where there was negligence by
the
Insured (or Person which originated the Loan) with respect to the Loan, which
(a) was material to either the acceptance of the risk or the hazard assumed
by
the Company; (b) materially contributed to the Default resulting in such Claim;
or (c) increased the Loss, except that if the Company can reasonably determine
the amount of such increase, such Claim will not be excluded, but the Loss
will
be reduced to the extent of such amount.
D. Non-Approved
Servicer.
Any
Claim occurring when the Servicer, at time of Default or thereafter, is not
approved in writing. The party acting as Servicer as of the Coverage Effective
Date shall be deemed to be approved in writing by the Company.
E.
Physical
Damage (Other than Relating to Pre-Existing Environmental
Conditions).
Any
Claim
where, at any time after the Coverage Effective Date, Physical Damage to a
Property (other than reasonable wear and tear), occurs or manifests itself
subject to the following provisions:
| 1. |
This
exclusion shall not apply if the Insured has restored the Property
in a
timely and diligent manner to its condition (except reasonable wear
and
tear) as of the Coverage Effective Date. In lieu of requiring restoration
of the Property, the Company may, at its option, reduce the Claim Amount
by an amount equal to the cost of such
restoration.
|
| 2. |
For
purposes of this exclusion, the Property subject to restoration will
consist only of the land, improvements or personal property deemed
part of
the real property under applicable law; and chattel items affixed to
the
real property and identified in the appraisal of the Property at the
time
the Loan was made, whether or not they are deemed part of the real
property.
|
| 3. |
Cost
estimates relied upon by the Company in connection with this exclusion
shall be provided in writing by an independent party selected by the
Company. The Company will furnish the Insured with any such written
cost
estimates, if requested by the Insured.
|
F. Pre-Existing
Environmental Conditions. Any
Claim
where there is an Environmental Condition which existed on the Property (whether
or not known by the Person submitting an Application for coverage of the Loan)
as of the Coverage Effective Date, subject to the following
provisions:
| 1. |
This
exclusion will not apply if the existence of such Environmental Condition,
or the suspected existence of such Environmental Condition, was
specifically disclosed to the Company in the Application relating to
the
Property.
|
| 2. |
This
exclusion will not apply if the Environmental Condition is removed
or
remedied in a timely and diligent manner in accordance with applicable
governmental standards for safe residential
occupancy.
|
G. Down
Payment.
Any
Claim involving a Loan which is for the purchase of the Property, and for which
the Borrower did not make a down payment as described in the Application.
H. First
Lien Status.
Any
Claim, if the mortgage, deed of trust or other similar instrument executed
by
the Borrower and insured hereunder did not provide the Insured at origination
with a first or equivalent lien on the Property.
I. Breach
of the Insured's Obligations or Failure to Comply with
Terms.
Any
Claim involving or arising out of any breach by the Insured of its obligations
under, or its failure to comply with the terms of, this Policy or of its
obligations as imposed by operation of law.
7.
Notices
| A. |
Notice
of Prepayments and Assumptions
|
Unless
otherwise mutually agreed by the Insured and the Company, the Insured shall
each
month provide the Company with a listing of those Loans which have been prepaid
in full, which have been assumed or as to which there have been
losses.
B.
Notice
of Default
| 1. |
Within
forty-five (45) days of the Default, if it occurs when the first payment
is due under the Loan; or
|
| 2. |
Within
ten (10) days after the Insured receives notice or otherwise becomes
aware
that:
|
| i. |
A
Borrower is Three (3) Months in Default, as defined herein,
or
|
| ii. |
Proceedings
to acquire title to a Borrower’s property have been commenced, whichever
event occurs first, notice thereof shall be given to the Company by
the
Insured upon the form furnished by the Company. Thereafter, the Insured
shall report monthly to the Company in summary form the status of the
Borrower’s account, until a claim is submitted to the Company or until the
Borrower is less than Three (3) Months in Default. When a borrower
becomes
less than thirty (30) days in Default, a final monthly report must
be
provided indicating that the Default has been cured. Failure by the
Insured to give any notice or file any report required under this Policy,
within the time period specified, shall not constitute failure to comply
with a material condition of this Policy provided that such failure
is
remedied within fifteen (15) days of receipt of notice thereof from
the
Company. If
the Insured fails to give the notice of Default to the Company within
the
time period specified in this Section 7, any additional interest accruing
or advances incurred or accruing during the period of such failure
shall
not be includable in the Claim.
|
C. Monthly
Reports
Following
a notice of Default on the Loan, the Insured must give the Company monthly
reports on forms or in a format acceptable to the Company on the status of
the
Loan and on the servicing efforts undertaken to remedy the Default. These
monthly reports may be furnished less frequently if allowed in writing by the
Company, and must continue until the Borrower is no longer in Default, the
Appropriate Proceedings terminate, or until the Insured has acquired the
Property.
All
notices to the Insured shall be sent to Xxxxx Fargo in its capacity as Trust
Administrator.
8. Appropriate
Proceedings
Subject
only to the provisions of Sections 9 and 12(E) below:
A.
The
Insured shall commence and diligently pursue Appropriate Proceedings, but in
no
event later than six (6) months after it is permitted to do so pursuant to
the
terms of the Loan and applicable law. If directed by the Company, the Insured
shall commence Appropriate Proceedings as soon as it is permitted to do so
pursuant to the terms of the Loan and applicable law.
B.
The
Insured shall notify the Company of all notices and pleadings filed or required
in connection with Appropriate Proceedings, and furnish such notices and
pleadings to the Company upon request.
C.
Bidding
Instructions.
| 1. |
The
Company may give specific foreclosure sale bidding instructions to
the
Insured that do not require a minimum bid of less than fair market
value
and are in accordance with applicable law; provided, however, that
the
Company will not specify a maximum bid that would increase the Insured’s
uninsured loss with respect to the applicable
Property.
|
| 2. |
In
the absence of specific bidding instructions, the Insured may control
the
bidding process in a manner that mitigates the
Loss.
|
| 3. |
In
the event of either (1) or (2), above, unless the Company elects in
writing prior to the foreclosure sale to purchase the Property, any
third-party purchase at foreclosure will be treated as an Approved
Sale.
|
9.
Mitigation
of Damages
|
A.
|
Cooperation
Generally. The
Insured must actively cooperate with and assist the Company to prevent
and
mitigate the Loss, including good faith efforts by the Insured to
obtain a
cure of the Default, collect amounts due under the Loan, inspect
and
appraise the Property and effectuate the early disposition of the
Property. The Company must administer this Policy in good faith.
Without
limiting the right of the Company to direct the Insured with respect
to
disposition of the Property, the Company may direct the Insured:
to list
the Property for sale at a price to be established; without limiting
the
Insured's obligation under this Policy to restore a Property, to
expend
funds and complete work on the Property for the purpose of making
the
Property ready for sale at the listed price, provided that such
expenditures are includable in the Claim for Loss; to assist in obtaining
access of the Company to the Property; and to otherwise assist in
the
prompt disposition of the Property, pursuant to an Approved Sale
at the
price established by the Company. The Company may cooperatively assist
the
Insured in its loss mitigation activities with an understanding that
all
loss mitigation events and/or transactions must be approved by the
Insured. The Insured shall make available to the Company such information
relating to the Insured's collection and loss mitigation efforts
as the
Company shall reasonably request.
|
B. Procedures
for the Company's Approval of a Sale of a Property
|
1.
|
The
Insured must promptly submit to the Company for approval any offer
to
purchase a Property which it receives, regardless of the timing of
such
offer. The Company shall then promptly either approve such offer
with
specific terms and conditions in writing or not approve such
offer.
|
|
2.
|
At
the time it presents an offer, the Insured must also provide the
Company
with a good faith estimate of gross proceeds and expenses in sufficient
detail for the Company to calculate the estimated net proceeds. The
Company may require any changes to the offer or direct the marketing
of
the Property or expenditures by the Insured for restoration of the
Property as a condition to its
approval.
|
|
3.
|
If
the Company approves the offer submitted by the Insured, it must
also
advise the Insured of the estimated net proceeds which it has calculated.
The estimated net proceeds calculated by the Company will be the
estimated
gross sales proceeds to be received by the Insured less all reasonable
estimated expenses submitted by the Insured and approved by the Company
in
its approval of the offer which have been or are expected to be paid
by
the Insured in obtaining and closing the sale of the Property.
|
|
4.
|
If
the Company approves the offer, the Loss payable by the Company under
this
Section 9(B) will be the amount calculated under this Policy for
an
Approved Sale. The net proceeds for an Approved Sale will be determined
in
the same manner as the estimated net proceeds, but on the basis of
the
actual sales proceeds.
|
|
5.
|
The
Company shall not unreasonably withhold its approval of expenses
submitted
to it after its approval of an offer. With the exception of reasonable
expenses paid to First
Option Asset Management Services, LLC,
expenses paid to Persons employed or controlled by the Insured or
the
Servicer of the Loan or their internal costs will not be allowed
in
calculation of either the estimated or actual net
proceeds.
|
|
6.
|
If
requested by the Company, the Insured shall advise the Company of
the name
of the real estate broker or other Person marketing the Property
and
authorize such broker or other Person to release marketing information
about the Property to the Company, if requested by the
Company.
|
|
7.
|
The
Insured shall actively cooperate with the Company and comply with
all
reasonable requests and directions of the Company in effecting a
sale of
the Property.
|
| B. |
Voluntary
Conveyance.
The Insured may only accept a conveyance of the Property from the Borrower
in lieu of foreclosure or other proceeding if the prior written approval
of the Company has been obtained. Such approval shall not be considered
as
an acknowledgement of liability by the Company with respect to such
Loan.
|
| C. |
Foreclosure
Bidding Instructions Given by the Company.
The Servicer for its own account will be entitled to bid at the
foreclosure sale held as part of the Appropriate Proceedings any amount
which it determines necessary to obtain Good and Merchantable Title
to the
Property, unless otherwise directed by the Company. The Company will
be
entitled to direct the Servicer to bid an amount to be determined by
the
Servicer within a minimum and maximum range, as
follows:
|
| 1. |
The
minimum amount shall not be less than the fair market value of the
Property, but if there has been Physical Damage to the Property which
affects its fair market value (as determined before such Physical Damage)
by more than ten percent (10%), the fair market value of the Property
shall be its fair market value after restoration of the
Property.
|
| 2. |
The
maximum amount shall not exceed the greater of (1) the fair market
value of the Property as determined under this Policy, or (2) the
estimated Claim Amount.
|
| 3. |
For
purposes of this Section 9(C), fair market value shall be determined
as of a date acceptable to the Company by an opinion of an independent
real estate broker, or by an independent appraiser, in either case
selected by or acceptable to the Company.
|
| 4. |
The
Servicer is not required to acquire Good and Merchantable Title if
it has
bid in accordance with this Section 9(C), whether or not pursuant to
directions from the Company.
|
| D. |
Collection
Assistance. The
Company may cooperatively assist the Insured in its loss mitigation
activities including communications with the Borrower or other individual
or entity associated with the default or loss mitigation event for
the
expressed purpose of obtaining information relative to the default
and/or
attempting to develop and/or finalize events or transactions that mitigate
the Loss and are acceptable to the Insured.
|
|
F.
|
Proceedings
of Eminent Domain. In
the event that part or all of a Property is taken by eminent domain,
or
condemnation or by any other proceedings by federal, state or local
governmental unit or agency, the Insured must require that the Borrower
apply the maximum permissible amount of any compensation awarded
in such
proceedings to reduce the principal balance of the Loan, in accordance
with the law of the jurisdiction where the Property is
located.
|
10.
Loss
Computation and Conditions
| A. |
Advances. In
the event of Default, it shall be a condition precedent to payment
of a
claim on any Loan that the Insured advance in accordance with the
Servicing Guidelines: (1) reasonable and customary hazard insurance
premiums, (2) taxes, assessments and other public charges imposed upon
the
Property, (3) customary expenses necessary for preservation of the
Property, (4) condominium fees, homeowner association dues and other
shared property fees, (5) all other reasonable and necessary expenses
incurred in the Appropriate Proceedings, including reasonable attorney’s
fees of the delinquent principal and interest at the time a Claim is
filed, and customary court costs, (6) necessary and customary costs
for
eviction proceedings, including related attorney’s
fees.
|
| B. |
Restoration.
In the event of Default, if there is any Physical Damage to the property
from any cause, whether by accidental means or otherwise, it shall
be a
condition precedent to payment of a claim on the Loan that the Insured
restore the property to its condition at the time of the issuance of
this
Policy, reasonable wear and tear
excepted.
|
| C. |
Computation
of Loss.
Subject to the Aggregate Loss Limit, the amount of loss payable to
the Insured on each individual claim shall be the total
of:
|
| 1. |
the
amount of the unpaid principal balance at the time of an Approved Sale
of
the property,
|
| 2. |
the
amount of the accumulated delinquent interest computed to the date
of
claim settlement at the Loan’s rate of
interest
|
| 3. |
the
amount of advances made by the Insured under Section 10(A) above,
less:
|
| A. |
the
amount of all rents and other payments (excluding net proceeds of an
Approved Sale of the Property and the proceeds of fire and extended
coverage insurance) collected or received by the Insured, which are
derived from or in any way related to the
Property;
|
| B. |
the
amount of cash remaining in any escrow account as of the last payment
date; which is not otherwise property of the borrower pursuant to the
terms of the related mortgage note or to which the Insured has retained
the right of possession as security for the
Loan;
|
| C. |
the
amount paid under applicable fire and extended coverage policies which
is
in excess of the cost of restoring and repairing the Property and which
has not been applied to the payment of the Loan as required by the
terms
of the Loan;
|
| D. |
the
amounts of any payments of Loss previously made by the Company with
respect to such Claim;
|
| E. |
the
net proceeds upon an Approved Sale of the Property
and
|
| F. |
any
other amounts claimed by the Insured to the extent they are excluded
from
the Claim Amount.
|
| D. |
[Reserved].
|
| E. |
Discharge
of Obligation.
Any claim payment by the Company pursuant to Section 10(C) above
or loss payment pursuant to Section 10(D) above shall be a full and
final discharge of its obligation with respect to such claim or loss
under
the terms of this Policy.
|
| F. |
Aggregate
Loss Limit.
The Aggregate Loss Limit of the Company under this Policy is
indicated on the face of this Policy and is equal to the Aggregate
Loss
Percentage of the Total Initial Principal Balance of the Loans listed
on
the attached Schedule. When the aggregate Losses paid by the Company
under
this Policy reach an amount equal to the Aggregate Loss Limit,
the liability of the Company to pay any additional claims
for loss ceases.
|
| G. |
Aggregate
Risk Amount.
The Aggregate Risk Amount of the Company under this Policy is equal
to the
Aggregate Loss Limit less the Deductible Amount. The Aggregate Risk
Amount
is the maximum aggregate amount the Company will pay under the Policy.
When payments by the Company have exceeded the Aggregate Risk Amount
the
liability of the Company to pay any additional claims for loss
ceases.
|
11.
Submission
and Payment of Claims
| A. |
Claim
Filing During Deductible Period. This
is a Second Loss Policy. Claims for losses shall be filed with the
Company
even if the Insured’s Losses have not reached the Deductible Amount.
If any Claim is properly denied by the Company pursuant to the terms
hereof, the related Loss will not be included in the total of the
Insured’s Losses for purpose of calculating whether such Losses have
exceeded the Deductible Amount.
|
| B. |
Claims.
Unless otherwise mutually agreed, a claim for loss may be filed with
the
Company on the appropriate form provided by the Company within sixty
(60)
days after the Insured has conveyed title to the property pursuant
to an
Approved Sale and shall be accompanied by such documents and other
information as are reasonably requested by the Company. The Company
shall not unreasonably withhold the approval necessary for such an
Approved Sale.
|
| C. |
Failure
to File. Failure
to file a claim for loss within sixty (60) days after a claim could
first
be filed under this Policy shall result only in a reduction of the
Loss to
the estimated extent of the prejudice suffered by the Company for the
violation, and shall not result in cancellation of coverage with respect
to a particular Loan. If
the Insured fails to file a Perfected Claim within one hundred eighty
(180) days after the filing of the Claim, the Insured will no longer
be
entitled to payment of a Loss and the Company will not be obligated
to
make any payment under this Policy.
|
| D. |
Loss
Payments.
-
Any payment of loss required to be made to the Insured with respect
to any
claim shall be payable within sixty (60) days after receipt by the
Company
of such claim, provided that, if the Company shall within twenty (20)
days
after the filing of the claim reasonably request additional information
necessary to complete its review of the claim, then the sixty (60)
day
period shall be suspended until the Company receives the requested
information.
|
12. Other
Considerations
| A. |
Suit.
No
suit or action on this Policy for recovery of any claim shall be sustained
in any court of law or equity unless all material conditions of this
Policy have been complied with, except that a condition may be
specifically waived by the Company in writing. A suit against the Company
must be commenced within three (3) years after the loss can be
determined.
|
| B. |
Excess
Coverage. The
coverage under this Policy shall be excess over any other insurance
which
may apply to the Property or to the Loan, regardless of the type of
or the
effective date of such other coverage.
|
| C. |
Trustee
Reports.
In
addition to any reporting requirements specified in this Policy, the
Insured agrees to forward to the Company any monthly report delivered
to
it by the Servicer or the originator of the Loans, if applicable, within
five business days of receipt.
|
| D. |
Governing
Law. This
Policy shall be governed by and construed in accordance with the internal
laws of the Commonwealth of
Pennsylvania.
|
| E. |
Subrogation.
To
the extent that the Company is entitled under applicable law to pursue
such deficiency rights, the Company will be subrogated, upon payment
of
the Loss, in the amount thereof and with an equal priority to all of
the
Insured's rights of recovery against a Borrower and any other Person
relating to the Loan or to the Property. The Insured must execute and
deliver at the request of the Company such instruments and papers and
undertake such actions as may be necessary to transfer, assign and
secure
such rights. The Insured shall refrain from any action, either before
or
after payment of a Loss, that prejudices such rights.
|
| F. |
Arbitration
of Disputes; Suits and Actions Brought by the
Insured.
|
|
a.
|
Unless
prohibited by applicable law, or otherwise mutually agreed by the
Company
and Insured, all
controversies, disputes or other assertions of liability or rights
arising
out of or relating to this Policy including the breach, interpretation
or
construction thereof, shall be settled by arbitration. Notwithstanding
the foregoing, the Company or the Insured both retain the right to
seek a
declaratory judgment from a court of competent jurisdiction on matters
of
interpretation of this Policy. Such arbitration shall be conducted
in
accordance with the Title Insurance Arbitration Rules of the American
Arbitration Association in effect on the date the demand for arbitration
is made, or if such Rules are not then in effect, such other Rules
of the
American Arbitration Association as the Company may designate as
its
replacement.
|
|
b.
|
The
arbitrator(s) shall be neutral person(s) selected from the American
Arbitration Association’s National Panel of Arbitrators familiar with the
mortgage lending or mortgage guaranty insurance business. Any proposed
arbitrator may be disqualified during the selection process, at the
option
of either party, if they are, or during the previous two (2) years
have
been, an employee, officer or director of any mortgage guaranty insurer,
or of any entity engaged in the origination, purchase, sale or servicing
of mortgage loans or mortgage-backed
securities.
|
|
c.
|
No
suit or action (including arbitration hereunder) brought by the Insured
against the Company with respect to the Company’s liability for a Claim
under this Policy shall be sustained in any court of law or equity
or by
arbitration unless the Insured has substantially complied with the
terms
and conditions of this Policy. A suit or action against the Company
must
be commenced within three (3) years after the Loss can be determined
unless otherwise required by applicable
law.
|
|
d.
|
If
a dispute arises concerning a Loan which involves either the Property
or
the Insured, the Company has the right to protect its interest by
defending the suit, even if the allegations contained in such suit
are
groundless, false or fraudulent. The Company is not required to defend
any
lawsuit involving the Insured, the Property or the
Loan.
|
| G. |
Release
of Borrower; Defenses of Borrower. The
Insured's execution of a release or waiver of the right to collect
any
portion of the unpaid principal balance of a Loan or other amounts
due
under the Loan will release the Company from its obligation with respect
to such Loan to the extent and amount of said release. If, under
applicable law, the Borrower successfully asserts defenses which have
the
effect of releasing, in whole or in part, the Borrower's obligation
to
repay the Loan, or if for any other reason the Borrower is released
from
such obligation, the Company will be released to the same extent and
amount from its liability under this Policy. No amendment will be
effective without the prior written consent of the Certificate
Insurer.
|
| H. |
Amendments;
No Waiver; Rights and Remedies; Use of Term "Including"
|
1. The
Company reserves the right to amend the terms and conditions of this Policy
from
time
to
time; provided, however, that any such amendment will be effective only after
the Company
has given the Insured and the Certificate Insurer written notice thereof by
endorsement
setting forth the amendment. Such amendment will only be applicable to
those
Loans where the date of the coverage hereunder was issued on or after the
effective
date of the amendment.
2.
No
condition or requirement of this Policy will be deemed waived, modified or
otherwise compromised
unless that waiver, modification or compromise is stated in a writing
properly
executed on behalf of the Company. Each of the conditions and requirements
of
this
Policy is severable, and a waiver, modification or compromise of one will not
be
construed
as a waiver, modification or compromise of any other.
3.
No
right
or remedy of the Company provided for by this Policy will be exclusive of,
or
limit,
any other rights or remedies set forth in this Policy or otherwise available
to
the Company
at law or equity.
4.
As
used
in this Policy, the term "include" or "including" will mean "include or
including, without
limitation."
| I. |
No
Agency. Neither
the Insured, any Servicer, nor any of their employees or agents (including
the Persons underwriting the Loan on behalf of the Insured), will be
deemed for any reason to be agents of the Company. Neither the Company,
nor any of its employees or agents, will be deemed for any reason to
be
agents of any Insured or Servicer.
|
| J. |
Successors
and Assigns. This
Policy will inure to the benefit of and shall be binding upon the Company
its successors and permitted assigns. This Policy will be for the sole
and
exclusive benefit of the Insured and permitted assigns and shall be
assignable only with the express written consent of the Company. In
no
event will any Borrower or other Person be deemed a party to or an
intended beneficiary of any coverage
hereunder.
|
| K. |
Third
Party Beneficiary.
The Certificate Insurer will be an intended third party beneficiary
of
this Agreement entitled to enforce the provisions hereof as if it were
a
party hereto.
|
| L. |
Conformity
to Statute.
Any provision which is in clear conflict with the laws of the jurisdiction
in which the Property is located is hereby amended to conform to the
minimum requirements of that law, it being the intention of the Insured
and the Company that the specific provisions of this Policy shall be
controlling whenever possible.
|
| M. |
Notice.
All
claims, tenders, reports, other data and any other notices required
to be
submitted to the Company by the Insured must be sent to the Company
at
Claims Department, Radian Guaranty Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000. The Company may change this address by giving written
notice to the Insured. Unless the Insured otherwise notifies the Company
in writing, all notices to the Insured must be sent to the address
on the
face of this Policy or, if the Insured is not located at such address,
to
the last known address of the Insured. All
notices under this Policy, whether or not identified in this Policy
as
required to be in writing, will be effective only if in writing and
only
upon receipt thereof. Written notices may instead be given in the form
of
telecopy or, if acceptable to the Company (for notices given to the
Company) or to the Insured (for notices given to the Insured) in the
form
of computer tape or computer-generated or any other electronic message.
A
telecopy or such tape or message shall be effective only when received.
The Company and the Insured may mutually agree that notices will be
sent
to any additional Person. Except as expressly agreed to by the Company
and
the Insured, no liability shall be incurred by the Company for the
failure
to give a notice to a Person other than the Insured and the Certificate
Insurer.
|
| N. |
Reports
and Examinations. The
Company may request, and the Insured must provide, such files, reports
or
information as the Company may deem necessary pertaining to any Loan,
and
the Company will be entitled to inspect the files, books and records
of
the Insured or any of its representatives pertaining to such
Loan.
|
| O. |
Electronic
Media. The
Company and the Insured may, from time to time, deliver or transfer
information, documents or other data between them by electronic media
acceptable to them. In addition, the Company and the Insured may maintain
information, documents or other data on electronic media or other media
generally accepted for business records, including magnetic storage
devices such as hard disk drives and tapes. Such electronic or other
media
will be as equally acceptable for all purposes between the Insured
and the
Company as information, documents or other data maintained in printed
or
written form.
|
| P. |
Servicing
Rights.
Without limiting its right to terminate coverage under Section 5(E)
or deny claims under Section 6(D) of this Policy, the Company
acknowledges that pursuant to the Transaction Agreements the duties
of the Servicer may automatically transfer to a third-party (the
“Servicing Rights Pledgee”) in connection with the pledge of its
servicing rights and the occurrence of an event of Servicer termination
under the Transaction Agreement without adequate time for notice to
and
consent from the Company. In the event that such transfer occurs
prior to obtaining written consent from the Company, the Servicer or
the
Servicing Rights Pledgee will have [fifteen] days from the
date of the servicing transfer to obtain written consent from the Company
for such transfer
|
| Q. |
Trustee
Capacity.
It is expressly understood and agreed by the parties hereto that insofar
as this Policy is executed by HSBC Bank USA, National Association
(“HSBC”), (i) this Policy is executed and delivered by HSBC
not
in its individual capacity but solely as Trustee for Option One Mortgage
Loan Trust 2007-HL1 (the “Trust”), created under the Pooling and Servicing
Agreement, dated as of April 1, 2007, among Option One Mortgage Acceptance
Corporation, as Depositor, Option One Mortgage Corporation, as Servicer,
HSBC, as Trustee, and Xxxxx Fargo Bank, N.A., as Master Servicer and
Trust
Administrator (“Xxxxx Fargo”), in the exercise of the powers and authority
conferred and invested in it thereunder (ii) each of the representations,
undertakings and agreements herein made on behalf of the Insured is
made
and intended not as personal representations, undertakings and agreements
by HSBC, but is made and intended for the purposes of binding only
the
Trust, (iii) nothing herein contained shall be construed as creating
any
liability on the part of HSBC, 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, (iv) under no
circumstances shall HSBC in its individual capacity be personally liable
for the payment of any indebtedness or expenses or be personally liable
for the breach or failure of any obligation, representation, warranty
or
covenant made or undertaken under this Policy or any other related
documents, and (v) the parties hereto acknowledge and agree that under
(a)
the Pooling and Servicing Agreement, and (b) this Policy, Xxxxx Fargo,
in
its capacity as Trust Administrator shall be responsible for and shall
the
perform the obligations of Insured hereunder.
|
IN
WITNESS WHEREOF,
The
Company has caused its Corporate Seal to be hereto affixed and these presents
to
be signed by its duly authorized officers.
|
RADIAN
GUARANTY INC.
|
||
| |
|
|
| By: | ||
|
Senior Vice President |
||
SCHEDULE
Residential
Loans Insured by the Policy
EXHIBIT
A
Representations
and Warranties
|
A.
|
The
description of each Residential Loan on the Schedule submitted to
the
Company by the Servicer or the originator of the Loans, if applicable
is
true and accurate in all material respects. This information shall
be
deemed to be incorporated herein by this reference as if set forth
in
full.
|
|
B.
|
The
property identified as the security for each Residential Loan listed
on
the Schedule consists of real property improved by a residential
one- to
four-family dwelling located in the United States of
America.
|
|
C.
|
The
original appraised value of the property securing each Residential
Loan
listed on the Schedule as of the origination of each loan is accurately
set forth on the Schedule.
|
|
D.
|
The
original principal balance of each Residential Loan listed on the
Schedule
is accurately set forth on such
Schedule.
|
|
E.
|
A
credit report with FICO score (or equivalent approved by the Company)
was
obtained and utilized in the underwriting of each Residential Loan
listed
on the Schedule. This FICO score (or equivalent approved by the Company)
is accurately set forth on the Schedule. This FICO score is the
middle of three (3) scores or the lower of two (2) scores if only
two (2)
scores were available.
|
|
F.
|
Each
Residential Loan listed on the Schedule was underwritten at the time
it
was originated in a manner materially consistent with the related
originator’s underwriting guidelines (the “Underwriting Guidelines”)
attached as Exhibit B hereto. Any material change to the Underwriting
Guidelines requires the Company’s written approval prior to submission of
loans.
|
|
G.
|
Each
Residential Loan listed on the Schedule is secured by a first mortgage
lien on a Residential property.
|
|
H.
|
As
of the Certificate Effective Date of this Policy, each Residential
Loan
listed on the Schedule has a next due date of March 1, 2007 or later
and
no Residential Loan has twice been 30 days or more past due on any
such
monthly payment in the preceding 12
months.
|
|
I.
|
Each
Residential Loan listed on the Schedule will be serviced by the Servicer
in a manner materially consistent with the Servicer’s Servicing
Guidelines. Any transfer of servicing to a counter party other than
the
Servicer requires the Company’s prior written approval except if the
servicing transfer is to Xxxxx Fargo Bank,
N.A.
|
|
J.
|
Each
Residential Loan listed on the Schedule was originated in compliance
with
all applicable laws and
regulations.
|
|
K.
|
None
of the Residential Loans listed on the attached Schedule are secured
by a
manufactured home, have a combined loan to value > 100%, or are a
second lien loan.
|
EXHIBIT
C
FORM
OF
MORTGAGE LOAN PURCHASE AGREEMENT
OPTION
ONE MORTGAGE CORPORATION,
as
Originator and Seller,
OPTION
ONE MORTGAGE CAPITAL CORPORATION,
as
Obligor and Seller
OPTION
ONE OWNER TRUST 2001-1A,
OPTION
ONE OWNER TRUST 2001-2,
OPTION
ONE OWNER TRUST 2002-3,
OPTION
ONE OWNER TRUST 2003-4,
OPTION
ONE OWNER TRUST 2003-5,
OPTION
ONE OWNER TRUST 2005-6,
OPTION
ONE OWNER TRUST 2005-8,
OPTION
ONE OWNER TRUST 2005-9,
OPTION
ONE OWNER TRUST 2007-5A
as
Sellers
and
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION,
as
Purchaser
MORTGAGE
LOAN PURCHASE AGREEMENT
Dated
as
of April 17, 2007
Adjustable
Rate Mortgage Loans
Option
One Mortgage Loan Trust 2007-HL1
Asset-Backed
Certificates, Series 2007-HL1
Table
of Contents
|
ARTICLE
I.
|
|
|
DEFINITIONS
|
|
|
Section
1.01
|
Definitions
|
|
ARTICLE
II.
|
|
|
SALE
OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
|
|
|
Section
2.01
|
Sale
of Mortgage Loans
|
|
Section
2.02
|
Obligations
of the Originator Upon Sale
|
|
Section
2.03
|
Payment
of Purchase Price for the Mortgage Loans.
|
|
ARTICLE
III.
|
|
|
REPRESENTATIONS
AND WARRANTIES; REMEDIES FOR BREACH
|
|
|
Section
3.01
|
Representations
and Warranties Relating to the Mortgage Loans.
|
|
Section
3.02
|
Originator
Representations And Warranties Relating to The
Originator
|
|
Section
3.03
|
Obligor
Representations And Warranties Relating to The Obligor
|
|
Section
3.04
|
Seller
Trust Representations And Warranties
|
|
Section
3.05
|
Remedies
For Breach of Representations And Warranties
|
|
ARTICLE
IV.
|
|
|
ORIGINATOR'S
COVENANTS
|
|
|
Section
4.01
|
Covenants
of The Originator
|
|
ARTICLE
V.
|
|
|
INDEMNIFICATION
WITH RESPECT TO THE MORTGAGE LOANS
|
|
|
Section
5.01
|
Indemnification.
|
|
ARTICLE
VI.
|
|
|
TERMINATION
|
|
|
Section
6.01
|
Termination
|
|
ARTICLE
VII.
|
|
|
MISCELLANEOUS
PROVISIONS
|
|
|
Section
7.01
|
Amendment
|
|
Section
7.02
|
Governing
Law
|
|
Section
7.03
|
Notices
|
|
Section
7.04
|
Severability
of Provisions
|
|
Section
7.05
|
Counterparts
|
|
Section
7.06
|
Further
Agreements
|
|
Section
7.07
|
Intention
of The Parties
|
|
Section
7.08
|
Successors
And Assigns, Assignment of Purchase Agreement
|
|
Section
7.09
|
Survival
|
|
Section
7.10
|
Owner
Trustee
|
SCHEDULES
|
SCHEDULE
I
|
MORTGAGE
LOANS OWNED BY ORIGINATOR
|
|
SCHEDULE
II
|
MORTGAGE
LOANS OWNED BY OBLIGOR
|
|
SCHEDULE
III
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2001-1A
|
|
SCHEDULE
IV
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2001-2
|
|
SCHEDULE
V
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2002-3
|
|
SCHEDULE
VI
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2003-4
|
|
SCHEDULE
VII
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2003-5
|
|
SCHEDULE
VIII
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-6
|
|
SCHEDULE
IX
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-8
|
|
SCHEDULE
X
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-9
|
|
SCHEDULE
XI
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST
2007-5A
|
MORTGAGE
LOAN PURCHASE AGREEMENT, dated as of April 17, 2007 (the “Agreement”), among
Option One Mortgage Corporation (the “Originator”), Option One Owner Trust
2001-1A (“Seller Trust 1A”), Option One Owner Trust 2001-2 (“Seller Trust 2”),
Option One Owner Trust 2002-3 (“Seller Trust 3”), Option One Owner Trust 2003-4
(“Seller Trust 4”), Option One Owner Trust 2003-5 (“Seller Trust 5”), Option One
Owner Trust 2005-6 (“Seller Trust 6”), Option One Owner Trust 2005-8 (“Seller
Trust 7”), Option One Owner Trust 2005-9 (“Seller Trust 8”) and/or Option One
Owner Trust 2007-5A (“Seller Trust 9”; each of Seller Trust 1A, Seller Trust 2,
Seller Trust 3, Seller Trust 4, Seller Trust 5, Seller Trust 6, Seller Trust
7,
Seller Trust 8 and Seller Trust 9, a “Seller
Trust”
and
collectively the “Seller
Trusts”)
(the
Originator, Option One Mortgage Capital Corporation (the “Obligor”) and each
Seller Trust a “Seller” and collectively the “Sellers”) and Option One Mortgage
Acceptance Corporation (the “Purchaser”).
W
I T
N E S S E T H
WHEREAS,
each Seller is the owner of (a) the notes or other evidence of indebtedness
(the
“Mortgage Notes”) so indicated on the applicable Schedule hereto referred to
below and (b) the other documents or instruments constituting the Mortgage
File
(collectively, the “Mortgage Loans”); and
WHEREAS,
the Sellers, as of the date hereof, own the mortgages (the “Mortgages”) on the
properties (the “Mortgaged Properties”) securing such Mortgage Loans, including
rights to (a) any property acquired by foreclosure or deed in lieu of
foreclosure or otherwise and (b) the proceeds of any insurance policies covering
the Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage
Loans; and
WHEREAS,
the parties hereto desire that the Sellers sell the Mortgage Loans to the
Purchaser pursuant to the terms of this Agreement; and
WHEREAS,
each Seller Trust is an indirect subsidiary of the Originator and the Originator
is the administrator of each Seller Trust; and
WHEREAS,
the Originator originated or acquired the Mortgage Loans and subsequently sold
the Mortgage Loans to the applicable Seller Trust; and
WHEREAS,
pursuant to the terms of a Pooling and Servicing Agreement dated as of April
1,
2007 (the “Pooling and Servicing Agreement”) among the Purchaser as depositor,
the Originator as servicer,
HSBC Bank USA, National Association, as Trustee (the “Trustee”) and Xxxxx
Fargo Bank, N.A., as
Master Servicer and Trust Administrator (the “Master Servicer” and the “Trust
Administrator”, as applicable),
the
Purchaser will convey the Mortgage Loans to Option One Mortgage Loan Trust
2007-HL1 (the “Trust”); and
WHEREAS,
the Originator and the Obligor are obligated, in connection with the
transactions contemplated by this Agreement, to make certain representations,
warranties and covenants with respect to itself and the Mortgage Loans;
and
WHEREAS,
each Seller Trust is obligated, in connection with the transactions contemplated
by this Agreement, to make certain representations, warranties and covenants
with respect to itself.
NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
ARTICLE
I.
DEFINITIONS
Section
1.01 Definitions.
All
capitalized terms used but not defined herein and below shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
“ORIGINATOR
INFORMATION”: The information in the Prospectus Supplement as follows: under
“SUMMARY OF TERMS—Mortgage Loans”, the first sentence under the fourth bullet
point under “RISK FACTORS—Unpredictability of Prepayments and Effect on Yields,”
the first two sentences under “RISK FACTORS— Delinquency Status of the Mortgage
Loans,” the first sentence under “RISK FACTORS—Interest Only Mortgage Loans”,
the second sentence in the third paragraph under “RISK FACTORS—Potential
Inadequacy of Credit Enhancement for the Offered Certificates, the second
sentence under “RISK FACTORS—High Loan-to-Value Ratios Increase Risk of Loss”,
the third sentence under “RISK FACTORS—Balloon Loan Risk”, the first two
sentences under “RISK FACTORS—Simultaneous Second Lien Risk”, “THE MORTGAGE
POOL”, “THE ORIGINATOR AND SPONSOR”, and the first sentence of the seventh
paragraph under “YIELD,
PREPAYMENT AND MATURITY CONSIDERATIONS”.
ARTICLE
II.
SALE
OF
MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section
2.01 Sale
of Mortgage Loans.
The
applicable Seller, concurrently with the execution and delivery of this
Agreement, does hereby sell, and in connection therewith hereby assigns to
the
Purchaser, effective as of the Closing Date, without recourse, (i) all of its
right, title and interest in and to each Mortgage Loan identified on the related
Schedule, including the related Cut-off Date Principal Balance, all interest
accruing thereon on and after the Cut-off Date and all collections in respect
of
interest and principal due after the Cut-off Date; (ii) property which secured
such Mortgage Loan and which has been acquired by foreclosure or deed in lieu
of
foreclosure; (iii) its interest in any insurance policies in respect of the
Mortgage Loans and (iv) all proceeds of any of the foregoing. In addition to
the
sale of the Mortgage Loans, the Originator will direct the Trust Administrator
to enter into the Interest Rate Swap Agreement and the Swap Administration
Agreement on behalf of the Trust.
Section
2.02 Obligations
of the Originator Upon Sale.
In
connection with any transfer pursuant to Section 2.01 hereof, the Originator
further agrees, at its own expense on or prior to the Closing Date, (a) to
cause
its books and records and the books and records of each Seller Trust, to
indicate that the Mortgage Loans have been sold to the Purchaser pursuant to
this Agreement and (b) to deliver to the Purchaser and the Trust Administrator
a
computer file containing a true and complete list of all such Mortgage Loans
specifying for each such Mortgage Loan, as of the Cut-off Date (i) its account
number and (ii) the Cut-off Date Principal Balance. Such files, which form
a
part of Exhibit D to the Pooling and Servicing Agreement, shall also be marked
as Schedules I-XII to this Agreement and are hereby incorporated into and made
a
part of this Agreement.
In
connection with any conveyance by the Sellers, the Originator shall on behalf
of
the Purchaser deliver to, and deposit with the Trust Administrator, as assignee
of the Purchaser, on or before the Closing Date, the following documents or
instruments with respect to each Mortgage Loan:
(i) the
original Mortgage Note, endorsed either (A) in blank, in which case the Trust
Administrator shall cause the endorsement to be completed or (B) in the
following form: “Pay to the order of Xxxxx Fargo Bank, N.A., as Trust
Administrator, without recourse”, or with respect to any lost Mortgage Note, an
original Lost Note Affidavit stating that the original mortgage note was lost,
misplaced or destroyed, together with a copy of the related mortgage note;
provided,
however,
that
such substitutions of Lost Note Affidavits for original Mortgage Notes may
occur
only with respect to Mortgage Loans, the aggregate Cut-off Date Principal
Balance of which is less than or equal to 1.00% of the Pool Balance as of the
Cut-off Date;
(ii) the
original Mortgage with evidence of recording thereon, and the original recorded
power of attorney, if the Mortgage was executed pursuant to a power of attorney,
with evidence of recording thereon;
(iii) an
original Assignment of Mortgage, in form and substance acceptable for recording.
The Mortgage shall be assigned either (A) in blank or (B) to “Xxxxx Fargo Bank,
N.A., as Trust Administrator, without recourse”;
(iv) an
original of any intervening assignment of Mortgage showing a complete chain
of
assignments;
(v) the
original or a certified copy of lender's title insurance policy;
and
(vi) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any.
The
Originator hereby confirms to the Purchaser and the Trust Administrator that
it
has caused the appropriate entries to be made in its general accounting records
to indicate that such Mortgage Loans have been transferred to the Trust
Administrator and constitute part of the Trust in accordance with the terms
of
the Pooling and Servicing Agreement.
If
any of
the documents referred to in Section 2.02(ii), (iii) or (iv) above has as of
the
Closing Date been submitted for recording but either (x) has not been returned
from the applicable public recording office or (y) has been lost or such public
recording office has retained the original of such document, the obligations
of
the Originator to deliver such documents shall be deemed to be satisfied upon
(1) delivery to the Trust Administrator or the Custodian no later than the
Closing Date, of a copy of each such document certified by the Originator in
the
case of (x) above or the applicable public recording office in the case of
(y)
above to be a true and complete copy of the original that was submitted for
recording and (2) if such copy is certified by the Originator, delivery to
the
Trust Administrator or the Custodian, promptly upon receipt thereof of either
the original or a copy of such document certified by the applicable public
recording office to be a true and complete copy of the original. If the original
lender's title insurance policy, or a certified copy thereof, was not delivered
pursuant to Section 2.02(v) above, the Originator shall deliver or cause to
be
delivered to the Trust Administrator or the Custodian, the original or a copy
of
a written commitment or interim binder or preliminary report of title issued
by
the title insurance or escrow company, with the original or a certified copy
thereof to be delivered to the Trust Administrator or the Custodian, promptly
upon receipt thereof. The Originator shall deliver or cause to be delivered
to
the Trust Administrator or the Custodian promptly upon receipt thereof any
other
documents constituting a part of a Mortgage File received with respect to any
Mortgage Loan, including, but not limited to, any original documents evidencing
an assumption or modification of any Mortgage Loan.
Upon
discovery or receipt of notice of any materially defective document in, or
that
a document is missing from, a Mortgage File, the Originator shall have 120
days
to cure such defect or deliver such missing document to the Purchaser. If the
Originator does not cure such defect or deliver such missing document within
such time period, the Obligor shall either repurchase or substitute for such
Mortgage Loan pursuant to Section 2.03 of the Pooling and Servicing
Agreement.
The
Purchaser hereby acknowledges its acceptance of all right, title and interest
to
the Mortgage Loans and other property, now existing and hereafter created,
conveyed to it pursuant to Section 2.01.
The
parties hereto intend that the transaction set forth herein be a sale by the
Sellers to the Purchaser of all the applicable Seller’s right, title and
interest in and to the related Mortgage Loans and other property described
above. In the event the transaction set forth herein is deemed not to be a
sale,
each Seller hereby grants to the Purchaser a security interest in all of such
Seller's right, title and interest in, to and under the related Mortgage Loans
and other property described above, whether now existing or hereafter created,
to secure all of such Seller's obligations hereunder; and this Agreement shall
constitute a security agreement under applicable law.
The
Originator shall cause the Assignments which were delivered in blank to be
completed and shall cause all Assignments referred to in Section 2.02(iii)
hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded.
The Originator shall be required to deliver such Assignments for recording
within 90 days of the Closing Date. Notwithstanding the foregoing, however,
for
administrative convenience and facilitation of servicing and to reduce closing
costs, the Assignments of Mortgage shall not be required to be submitted for
recording with respect to any Mortgage Loan in any jurisdiction where the Rating
Agencies do not require recordation in order to receive the ratings on the
Certificates at the time of their initial issuance; provided,
however,
each
Assignment shall be submitted for recording by the Originator in the manner
described above, at no expense to the Trust Fund or Trust Administrator, upon
the earliest to occur of: (i) reasonable direction by Holders of Certificates
entitled to at least 25% of the Voting Rights with the consent of the
Certificate Insurer or the Certificate Insurer, (ii) the occurrence of a
Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency
or foreclosure relating to the Servicer, (iv) the occurrence of a servicing
transfer as described in Section 7.02 of the Pooling and Servicing Agreement,
(v) if the Originator is not the Servicer and with respect to any one Assignment
the occurrence of a bankruptcy, insolvency or foreclosure relating to the
Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is 90
days
or more Delinquent and such recordation would be necessary to facilitate
conversion of the Mortgaged Property as provided herein. Upon (a) receipt of
written notice from the Trust Administrator that recording of the Assignments
is
required pursuant to one or more of the conditions (excluding (v) and (vi)
above) set forth in the preceding sentence or (b) upon the occurrence of
condition (v) or (vi) in the preceding sentence, the Originator shall be
required to deliver such Assignments for recording as provided above, promptly
and in any event within 30 days following receipt of such notice.
Notwithstanding the foregoing, if the Originator fails to pay the cost of
recording the Assignments, such expense will be paid by the Trust Administrator
and the Trust Administrator shall be reimbursed for such expenses by the Trust.
The Originator shall furnish the Trust Administrator, or its designated agent,
with a copy of each Assignment submitted for recording. In the event that any
such Assignment is lost or returned unrecorded because of a defect therein,
the
Originator shall promptly have a substitute Assignment prepared or have such
defect cured, as the case may be, and thereafter cause each such Assignment
to
be duly recorded.
The
Originator shall forward to the Purchaser original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with the Pooling and Servicing Agreement within
two
weeks of their execution; provided,
however,
that
the Originator shall provide the Purchaser with a certified true copy of any
such document submitted for recordation within two weeks of its execution,
and
shall provide the original of any document submitted for recordation or a copy
of such document certified by the appropriate public recording office to be
a
true and complete copy of the original within 365 days of its submission for
recordation. In the event that the Originator cannot provide a copy of such
document certified by the public recording office within such 365 day period,
the Originator shall deliver to the Purchaser, within such 365 day period,
an
Officer's Certificate of the Servicer which shall (A) identify the recorded
document, (B) state that the recorded document has not been delivered to the
Purchaser due solely to a delay caused by the public recording office, (C)
state
the amount of time generally required by the applicable recording office to
record and return a document submitted for recordation, if known, and (D)
specify the date the applicable recorded document is expected to be delivered
to
the Purchaser, and, upon receipt of a copy of such document certified by the
public recording office, the Originator shall immediately deliver such document
to the Purchaser. In the event the appropriate public recording office will
not
certify as to the accuracy of such document, the Originator shall deliver a
copy
of such document certified by an officer of the Originator to be a true and
complete copy of the original to the Purchaser.
Section
2.03 Payment
of Purchase Price for the Mortgage Loans.
(a) In
consideration of the sale of the Mortgage Loans from each Seller to the
Purchaser on the Closing Date, the Purchaser agrees to pay each Seller on the
Closing Date by transfer of (i) immediately available funds in the amount set
forth below and (ii) a percentage interest, as specified below, in the Class
C
Certificates, the Class P Certificates and the Residual Certificates
(collectively, the “Retained Certificates”) which such Certificates shall be
registered in the name of the applicable Seller or a designee.
|
Seller
|
Cash
Consideration
|
Percentage
Interest in
Retained
Certificates
|
|
Originator
|
$
0.00
|
0%
|
|
Obligor
|
$
9,793,486.60
|
1%
|
|
2001-1A
|
$
57,564,014.92
|
8%
|
|
2001-2
|
$
3,199,652.40
|
0%
|
|
2002-3
|
$
69,000,013.56
|
9%
|
|
2003-4
|
$
17,327,748.63
|
2%
|
|
2003-5
|
$
11,605,273.38
|
2%
|
|
2005-6
|
$
114,938,660.11
|
15%
|
|
2005-8
|
$
271,121,140.29
|
36%
|
|
2005-9
|
$
39,205,624.08
|
5%
|
|
2007-5A
|
$
169,095,327.87
|
22%
|
(b) The
Originator shall pay, and be billed directly for, all expenses incurred by
the
Purchaser in connection with the issuance of the Certificates, including,
without limitation, printing fees incurred in connection with the prospectus
relating to the Certificates, blue sky registration fees and expenses, fees
and
expenses of Purchaser’s counsel, fees of the Rating Agencies requested to rate
the Certificates, accountant’s fees and expenses and the fees and expenses of
the Trust Administrator and other out-of-pocket costs, if any.
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES; REMEDIES FOR BREACH
Section
3.01 Representations
and Warranties Relating to the Mortgage Loans.
(a) The
Originator and the Obligor hereby represent and warrant with respect to the
Mortgage Loans to the Purchaser and the Certificate Insurer that as of the
Closing Date or as of such date specifically provided herein:
(1) The
applicable Seller has good title to and is the sole owner and holder of the
related Mortgage Loans;
(2) Immediately
prior to the transfer and assignment to the Purchaser, the Mortgage Notes and
the Mortgage Loans were not subject to an assignment or pledge, and the
applicable Seller has full right and authority to sell and assign the related
Mortgage Loans;
(3) The
applicable Seller is transferring the related Mortgage Loan to the Purchaser
free and clear of any and all liens, pledges, charges or security interests
of
any nature encumbering the Mortgage Loans;
(4) The
information set forth on each Mortgage Loan Schedule is true and correct in
all
material respects as of the Cut-off Date or such other date as may be indicated
in such schedule;
(5) The
Mortgage Loan has been acquired, serviced, collected and otherwise dealt with
by
the Originator and any affiliate of the Originator in compliance with all
applicable federal, state and local laws and regulations and the terms of the
related Mortgage Note and Mortgage;
(6) The
related Mortgage Note and Mortgage are genuine and each is the legal, valid
and
binding obligation of the maker thereof, enforceable in accordance with its
terms except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law);
(7) The
related Mortgage is a valid and enforceable first or second lien on the related
Mortgaged Property, which Mortgaged Property is free and clear of all
encumbrances and liens (including mechanics liens) having priority over the
first or second lien of the Mortgage except for: (i) liens for real estate
taxes
and assessments not yet due and payable; (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 appearing of record
being acceptable to mortgage lending institutions generally or specifically
reflected or considered in the lender's title insurance policy delivered to
the
originator of the Mortgage Loan and referred to in the appraisal made in
connection with the origination of the related Mortgage Loan, (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 and (iv) the first lien on the Mortgaged Property, in the case of
the
Mortgages that are second liens;
(8) Any
security agreement, chattel mortgage or equivalent document related to such
Mortgage Loan establishes and creates a valid and enforceable first lien on
the
Mortgaged Property;
(9) As
of the
last calendar day of March 2007, none of the Mortgage Loans are Delinquent
and
none of the Covered Mortgage Loans are Delinquent.
(10) None
of
the Originator, the Obligor or any Seller Trust has advanced funds, or induced,
solicited or knowingly received any advance of funds by a party other than
the
Mortgagor, directly or indirectly, for the payment of any amount required under
the Mortgage Loan;
(11) None
of
the Originator, the Obligor or any Seller Trust has impaired, waived, altered
or
modified the related Mortgage or Mortgage Note in any material respect, or
satisfied, canceled, rescinded or subordinated such Mortgage or Mortgage Note
in
whole or in part or released all or any material portion of the Mortgaged
Property from the lien of the Mortgage, or executed any instrument of release,
cancellation, rescission or satisfaction of the Mortgage Note or
Mortgage;
(12) As
of the
Cut-off Date, the Mortgage has not been satisfied, canceled or subordinated,
in
whole or in part, or rescinded, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part (except for a release that
does not materially impair the security of the Mortgage Loan or a release the
effect of which is reflected in the Loan-to-Value Ratio or combined
Loan-to-Value Ratio for the Mortgage Loan as set forth in the Mortgage Loan
Schedule), nor has any instrument been executed that would effect any such
release, cancellation, subordination or rescission;
(13) No
Mortgage Loan is subject to any right of rescission, set-off, counterclaim
or
defense, including the defense of usury, nor will the operation of any of the
terms of any Mortgage Note or Mortgage, or the exercise of any right thereunder,
render either the Mortgage Note or Mortgage unenforceable in whole or in part,
or subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto;
(14) To
the
Originator’s knowledge, there is no proceeding pending for the total or partial
condemnation and no eminent domain proceedings pending affecting any Mortgaged
Property;
(15) Each
Mortgage Loan is covered by either (i) a mortgage title insurance policy or
other generally acceptable form of insurance policy customary in the
jurisdiction where the Mortgaged Property is located together with an adjustable
rate rider if applicable or (ii) if generally acceptable in the jurisdiction
where the Mortgaged Property is located, an attorney's opinion of title given
by
an attorney licensed to practice law in the jurisdiction where the Mortgaged
Property is located. All of the Originator's rights under such policies,
opinions or other instruments shall be transferred and assigned to Purchaser
upon sale and assignment of the Mortgage Loans hereunder. The title insurance
policy has been issued by a title insurer licensed to do business in the
jurisdiction where the Mortgaged Property is located, insuring the original
lender, its successor and assigns, as to the first or second priority lien
of
the Mortgage in the original principal amount of the Mortgage Loan, subject
to
the exceptions contained in such policy. The Originator is the sole insured
of
such mortgagee title insurance policy, and such mortgagee title insurance policy
is in full force and effect and will be in force and effect upon the
consummation of the transactions contemplated by this Agreement. Neither the
Originator nor any affiliate of the Originator has made, and the Originator
has
no knowledge of, any claims under such mortgagee title insurance policy. The
Originator is not aware of any action by a prior holder and neither the
Originator nor any affiliate of the Originator has done, by act or omission,
anything which could impair the coverage or enforceability of such mortgagee
title insurance policy or the accuracy of such attorney's opinion of
title;
(16) There
is
no material default, breach, violation or event of acceleration existing under
the related Mortgage or the related Mortgage Note and no event which, with
the
passage of time or with notice and the expiration of any grace or cure period,
would constitute a material default, breach, violation or event of acceleration,
other than a payment delinquency that is for a payment due after the date
specified in (i) above. None of the Originator, any Seller Trust or any
affiliate of the Originator, the Obligor or any Seller Trust has waived any
default, breach, violation or event of acceleration;
(17) With
respect to any Mortgage Loan which provides for an adjustable interest rate,
all
rate adjustments have been performed in accordance with the terms of the related
Mortgage Note or subsequent modifications, if any;
(18) To
the
Originator’s knowledge, there are no defaults in complying with the terms of the
mortgage and there are no delinquent taxes, ground rents, water charges, sewer
rents, assessments, insurance premiums, leasehold payments, including
assessments payable in future installments or other outstanding charges,
affecting the related Mortgaged Property;
(19) As
of the
Cut-off Date, no foreclosure proceedings are pending against the Mortgaged
Property and the Mortgage Loan is not subject to any pending bankruptcy or
insolvency proceeding, and to the Originator’s best knowledge, no material
litigation or lawsuit relating to the Mortgage Loan is pending;
(20) The
Mortgaged Property for each Mortgage Loan is insured under a hazard insurance
policy (“Hazard Insurance”) in an amount at least equal to the lesser of (i) the
maximum insurable value of such improvements or (ii) the principal balance
of
the Mortgage Loan with a standard mortgagee clause, in either case in an amount
sufficient to avoid the application of any “co-insurance provisions,” and, if it
was in place at origination of the Mortgage Loan, flood insurance, at the
mortgagor's cost and expense. If the Mortgaged Property is in an area identified
in the Federal Register by the Federal Emergency Management Agency (“FEMA”) as
having special flood hazards, a flood insurance policy is in effect which met
the requirements of FEMA at the time such policy was issued. The Mortgage
obligates the Mortgagor to maintain the Hazard Insurance, and, if applicable,
flood insurance policy at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain
and maintain such insurance at the Mortgagor's cost and expense, and to seek
reimbursement therefor from the Mortgagor. The Company has not engaged in,
and
has no knowledge of the Mortgagor’s or any servicer’s having engaged in, any act
or omission which would impair the coverage of the Mortgage Loans under the
pool
policy, the benefits of the endorsement provided for herein, or the validity
and
binding effect of such policy, without limitation, and the Company has no
knowledge of an unlawful fee, commission, kickback or other unlawful
compensation or value of any kind received, retained or realized by any
attorney, firm or other person or entity, and no such unlawful items have been
received, retained or realized by the Company;
(21) The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage and the security interest of any applicable
security agreement or chattel mortgage;
(22) The
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the Mortgage Loan in the event that the
Mortgaged Property is sold or transferred without the prior written consent
of
the Mortgagee thereunder. The Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of the benefits
of
the security provided thereby, including (i) in the case of a Mortgage
designated as a deed of trust, by trustee's sale and (ii) otherwise by judicial
foreclosure. Since the date of origination of the Mortgage Loan, the Mortgaged
Property has not been subject to any bankruptcy proceeding or foreclosure
proceeding and the Mortgagor has not filed for protection under applicable
bankruptcy laws. There is no homestead or other exemption available to the
Mortgagor that would interfere with the right to sell the Mortgaged Property
at
a trustee's sale or the right to foreclose the Mortgage. In the event the
Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable
law to serve as such, as been properly designated and currently so serves and
is
named in the Mortgage, and no fees or expenses are or will become payable by
Purchaser to the trustee under the deed of trust, except in connection with
a
trustee's sale after default by the related Mortgagor. The Mortgagor has not
notified the Originator or any affiliate of the Originator and the Originator
has no knowledge of any relief requested or allowed to the Mortgagor under
the
Servicemembers Civil Relief Act;
(23) Except
as
set forth in the appraisal which forms part of the related Mortgage File, the
Mortgaged Property, normal wear and tear excepted, is undamaged by waste, fire,
earthquake or earth movement, windstorm, flood, tornado or other casualty so
as
to affect materially and adversely the value of the Mortgaged Property as
security for the Mortgage Loan or the use for which the premises were
intended;
(24) To
the
Originator’s knowledge, there was no fraud involved in the origination of the
Mortgage Loan by the mortgagee or by the Mortgagor, any appraiser or any other
party involved in the origination of the Mortgage Loan;
(25) Each
Mortgage File contains an appraisal of the Mortgaged Property indicating the
appraised value at the time of origination for such Mortgaged Property. Each
appraisal has been performed in accordance with the provisions of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989;
(26) To
the
best of the Originator’s knowledge, all parties which have had any interest in
the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are
(or, during the period in which they held and disposed of such interest, were)
in compliance with any and all applicable “doing business” and licensing
requirements of the laws of the state wherein the Mortgaged Property is
located;
(27) No
improvements on the related Mortgaged Property (upon which value was given)
encroach on adjoining properties (and in the case of a condominium unit, such
improvements are within the project with respect to that unit), and no
improvements on adjoining properties encroach upon the Mortgaged Property unless
there exists in the Mortgage File a title Policy with endorsements which insure
against losses sustained by the insured as a result of such
encroachments;
(28) Each
Mortgage Loan was originated or acquired by a savings and loan association,
a
savings bank, a commercial bank or similar banking institution which is
supervised and examined by a federal or state authority, or by a mortgagee
approved by the Secretary of HUD. Each Mortgage Loan was originated
substantially in accordance with the Originator's underwriting criteria, which
are at least as stringent as the underwriting criteria set forth in the
Prospectus Supplement. Each Mortgage Loan is currently being serviced by the
Originator and has been serviced by the Originator since the date of origination
of such Mortgage Loan;
(29) (i)
Except with respect to the interest only mortgage loans, principal payments
on
the Mortgage Loan commenced no more than two months after the proceeds of the
Mortgage Loan were disbursed and (ii) each Mortgage Note is payable on the
first
day of each month;
(30) The
Mortgage Loan bears interest at the Mortgage Rate and the Mortgage Note does
not
permit negative amortization. No Mortgage Loan bearing interest at an adjustable
rate permits the Mortgagor to convert the Mortgage Loan to a fixed rate Mortgage
Loan;
(31) With
respect to escrow deposits, if any, all such payments are in the possession
of,
or under the control of, the Servicer and there exist no deficiencies in
connection therewith for which customary arrangements for repayment thereof
have
not been made. No escrow deposits or escrow advances or other charges or
payments due the Servicer have been capitalized under any Mortgage or the
related Mortgage Note;
(32) No
Mortgage Loan contains provisions pursuant to which scheduled payments are:
(i)
paid or partially paid with funds deposited in any separate account established
by the Originator, the related Seller Trust, the Mortgagor, or anyone on behalf
of the Mortgagor; or (ii) paid by any source other than the Mortgagor or
contains any other similar provisions which may constitute a “buydown”
provision. The Mortgage Loan is not a graduated payment mortgage loan and the
Mortgage Loan does not have a shared appreciation or other contingent interest
feature;
(33) As
of the
origination date of each Mortgage Loan, the related Mortgaged Property is
lawfully permitted to be occupied under applicable law. To the Company’s
knowledge, all inspections, licenses and certificates required to be made or
issued with respect to all occupied portions of the Mortgaged Property and,
with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire and underwriting certificates, have been
made
or obtained from the appropriate authorities;
(34) Except
as
disclosed in the Prospectus Supplement, there are no proceedings or
investigations pending, with respect to servicing, collection or notification
practices and with respect to origination practices, violating any law in
connection with any Mortgage Loan transferred to the Purchaser pursuant to
this
Agreement, including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protection, equal credit opportunity
or
disclosure laws. Each Mortgage Loan has been serviced in accordance with the
terms of the Mortgage Note.
(35) No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
Mortgaged Property;
(36) The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder, and any and all requirements as to completion of any on-site
or off-site improvement and as to disbursements of any escrow funds therefor
have been complied with. All costs, fees and expenses incurred in making or
closing the Mortgage Loan and the recording of the Mortgage have been paid,
and
the Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
(37) There
are
no mechanics' or similar liens or claims that have been filed for work, labor
or
material (and no rights are outstanding that under law could give rise to such
lien) affecting the related Mortgaged Property that are or may be liens prior
to, or equal or coordinate with, the lien of the related Mortgage;
(38) As
to
each Mortgage Loan, interest is calculated on the Mortgage Note on the basis
of
twelve 30-day months and a 360 day year;
(39) The
Mortgaged Property consists of one of the following: detached or semi-detached
one- to four-family dwelling units, townhouses, individual condominium units
and
individual units in planned unit developments, or manufactured homes treated
as
real property under local law;
(40) The
Mortgage Loans were not intentionally selected by the related Seller in a manner
intended to adversely affect the Purchaser or the Trust;
(41) [reserved];
(42) The
Mortgage Loans have original terms to maturity ranging from 10 to 30
years;
(43) As
of the
Cut-off Date; each Mortgage Loan, including any Mortgage Loan seasoned more
than
12 months as of the Cut-off Date, had a loan-to-value-ratio that was less than
or equal to 100%;
(44) With
respect to each Mortgage Loan, the Mortgage Note related thereto bears an
adjustable Mortgage Rate which will be adjusted on each Adjustment Date to
equal
the Index plus the Gross Margin, rounded to the nearest or next highest 0.125%,
subject to the Periodic Rate Cap, the Maximum Mortgage Rate and the Minimum
Mortgage Rate;
(45) No
Mortgage Loan underlying the security is covered by the Home Ownership and
Equity Protection Act of 1994 (“HOEPA”) and no mortgage loan is in violation of
any comparable state law;
(46) Each
Mortgage Loan conforms, and all Mortgage Loans in the aggregate conform, in
all
material respects, to the description thereof set forth in the Prospectus
Supplement;
(47) [Reserved];
(48) Each
Mortgage Note is comprised of one original promissory note and each such
promissory note constitutes an “instrument” for purposes of section 9-102(a)(65)
of the UCC;
(49) No
Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
is
governed by the Georgia Fair Lending Act;
(50) Each
Mortgage Loan was originated in compliance with all applicable local, state
and
federal laws, including, but not limited to, all applicable anti-predatory
and
anti-abusive lending laws;
(51) None
of
the Mortgage Loans are High Cost as defined by the applicable predatory and
abusive lending laws;
(52) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
terms are defined in the then current Standard & Poor’s LEVELS Glossary
which is now Version 5.7, Appendix E);
(53) Each
Mortgage Loan is a “qualified mortgage” under Section 860G(a)(3);
(54) No
mortgage loan in the trust is a “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” loan under any other 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);
(55) The
Mortgaged Property is either a fee simple estate or a long-term residential
lease. If the Mortgage Loan is secured by a long-term residential lease, unless
otherwise specifically disclosed in the Mortgage Loan Schedule, (A) the terms
of
such lease expressly permit the mortgaging of the leasehold estate, the
assignment of the lease without the lessor’s consent (or the lessor’s consent
has been obtained and such consent is the Mortgage File) and the acquisition
by
the holder of the Mortgage of the rights of the lessee upon foreclosure or
assignment in lieu of foreclosure or provide the holder of the Mortgage with
substantially similar protection; (B) the terms of such lease do not (x) allow
the termination thereof upon the lessee’s default without the holder of the
Mortgage being entitled to receive written notice of, and opportunity to cure,
such default or (y) prohibit the holder of the Mortgage from being insured
under
the hazard insurance policy relating to the Mortgaged Property; (C) the original
term of such lease is not less than 15 years; (D) the term of such lease does
not terminate earlier than ten years after the maturity date of the Mortgage
Note; and (E) the Mortgaged Property is located in a jurisdiction in which
the
use of leasehold estates for residential properties is an accepted practice;
(56) Each
of
the Covered Mortgage Loans is eligible for coverage under the Pool Policy.
Each
of the statements made and information provided to Radian in an Application
(as
defined in the Pool Policy) (including, if applicable, the representations
and
warranties set forth on Exhibit A thereto), whether by it, the borrower, or
any
other Person (other than Radian), have been made and presented for and on behalf
of the Trustee and such statements and information are materially accurate
and
complete as of the date(s) on which they are made or provided and do not omit
any fact necessary in order to make such statements and information not false
or
misleading in any material respect as of such date(s), and as of the Cut-Off
Date, the following statements are true: there is no incomplete construction
as
described in Section 6B of the Pool Policy, there is no Physical Damage (as
described in Section 6E of the Pool Policy) to any Mortgaged Property, there
are
no Environmental Conditions (as described in Section 6F of the Pool Policy)
on
any Mortgaged Property, for each Mortgage Loan that is a purchase money loan,
the Mortgagor paid a down payment in connection with such Mortgage Loan (as
contemplated by Section 6G of the Pool Policy, and each of the Mortgage Loans
created a first or equivalent lien on the Mortgaged Property (as contemplated
by
Section 6H of the Pool Policy);
(57) There
has
been no change in the Residential (as defined in the Pool Policy) use of the
Mortgaged Properties occurring before the Cut-Off Date;
(58) The
Mortgage Loans that are covered by the Pool Policy are identified as Covered
Mortgage Loans on the Mortgage Loan Schedule and as of the Closing Date, all
of
Covered Mortgage Loans are eligible for coverage under the Pool Policy;
and
(59) Each
original Mortgage was recorded and all subsequent assignments of the original
Mortgage (other than the assignment to the Purchaser) have been recorded in
the
appropriate jurisdictions wherein such recordation is necessary to perfect
the
lien thereof as against creditors of the Seller, or is in the process of being
recorded.
(b) The
Originator and the Obligor hereby represent and warrant to the Purchaser and
the
Certificate Insurer, with respect to the Group I Mortgage Loans as of the
Closing Date or as of such date specifically provided herein:
(1) Each
Group I Mortgage Loan had a Principal Balance at origination which conformed
with Xxxxxxx Mac guidelines;
(2) No
borrower was encouraged or required to select a Group I Mortgage Loan product
offered by the Originator which is a higher cost product designed for less
creditworthy borrowers, unless at the time of the Group I Mortgage Loan's
origination, such borrower did not qualify taking into account credit history
and debt to income ratios for a lower cost credit product then offered by the
Originator or any affiliate of the Originator. If, at the time of loan
application, the borrower may have qualified for a lower cost credit product
then offered by any mortgage lending affiliate of the Originator, the Originator
referred the borrower's application to such affiliate for underwriting
consideration;
(3) The
methodology used in underwriting the extension of credit for each Group I
Mortgage Loan employs related objective mathematical principles which relate
the
borrower's income, assets and liabilities to the proposed payment, in accordance
with the Originator's Underwriting Guidelines, and does not rely on the extent
of the borrower's equity in the collateral as the principal determining factor
in approving such credit extension. Such underwriting methodology confirmed
that
at the time of origination the borrower had a reasonable ability to make timely
payments on the Group I Mortgage Loan;
(4) With
respect to any Group I Mortgage Loan that contains a provision permitting
imposition of a premium upon a prepayment prior to maturity: (i) prior to the
Group I Mortgage Loan’s origination, the borrower agreed to such premium in
exchange for a monetary benefit, including but not limited to a rate or fee
reduction, (ii) prior to the Group I Mortgage Loan’s origination, the borrower
was offered the option of obtaining a Group I Mortgage Loan that did not require
payment of such a premium, (iii) the prepayment premium is adequately disclosed
to the borrower in the loan documents pursuant to applicable state and federal
law, (iv) for loans originated on or after October 1, 2002, the duration of
the
prepayment period shall not exceed three (3) years from the date of the note,
unless the loan was modified to reduce the prepayment period to no more than
three years from the date of the note and the borrower was notified in writing
of such reduction in prepayment period and (v) notwithstanding any state or
federal law to the contrary, the Master Servicer shall not impose such
prepayment premium in any instance when the mortgage debt is accelerated or
paid
off in connection with the workout of a delinquent mortgage or as the result
of
the borrower’s default in making the loan payments;
(5) No
borrower was required to purchase any credit life, disability, accident or
health insurance product as a condition of obtaining the extension of credit.
No
borrower obtained a prepaid single premium credit life, disability, accident
or
health insurance policy in connection with the origination of the Group I
Mortgage Loan. No proceeds from any Group I Mortgage Loan were used to purchase
single premium credit insurance policies as part of the origination of, or
as a
condition to closing, such Group I Mortgage Loan;
(6) All
points, fees and charges (including finance charges), and whether or not
financed, assessed, collected or to be collected in connection with the
origination and servicing of each Group I Mortgage Loan have been disclosed
in
writing to the borrower in accordance with applicable state and federal law
and
regulation. No borrower was charged “points and fees” (whether or not financed)
in an amount greater than (i) $1,000 or (ii) 5% of the principal amount of
such
loan, whichever is greater. For purposes of this representation, “points and
fees” (x) include origination, underwriting, broker and finder’s fees and
charges that the lender imposed as a condition of making the Group I Mortgage
Loan, whether they are paid to the lender or a third party; and (y) exclude
bona
fide discount points, fees paid for actual services rendered in connection
with
the origination of the mortgage (such as attorneys’ fees, notaries fees and fees
paid for property appraisals, credit reports, surveys, title examinations and
extracts, flood and tax certifications, and home inspections); the cost of
mortgage insurance or credit-risk price adjustments; the costs of title, hazard,
and flood insurance policies; state and local transfer taxes or fees; escrow
deposits for the future payment of taxes and insurance premiums; and other
miscellaneous fees and charges that, in total, do not exceed 0.25% of the loan
amount.
(7) No
Group
I Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
is
secured by a Mortgaged Property located in the State of Georgia;
(8) No
Mortgage Loan originated on or after March 7, 2003 is a “high cost home loan” as
defined under the Georgia Fair Lending Act;
(9) Each
Group I Mortgage Loan is in compliance with the anti-predatory lending
eligibility for purchase requirements of the Xxxxxx Mae Lender Letter, LL03-00:
Eligibility of Mortgages to Borrowers with Blemished Credit Records (04/11/00)
other than the requirements regarding Escrow Deposit Accounts;
(10) [Reserved];
(11) No
Mortgage Loan is a “High Cost Home Loan” as defined in New York Banking Law
6-1;
(12) No
Group
I Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 or 2003);
(13) No
Group
I Mortgage Loan is a “High Cost Home Loan” as defined in Kentucky high-cost loan
statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);
(14) No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
Ownership Act effective November 27, 2003 (N.J.S.A. 46; 10B-22 et
seq.);
(15) No
Group
I Mortgage Loan is a High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. Xxx. § 58-21A-1 et
seq.);
(16) No
Group
I Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
(17) No
Group
I Mortgage Loan is a balloon mortgage loan that has an original stated maturity
of less than seven (7) years;
(18) All
fees
and charges (including finance charges) and whether or not financed, assessed,
collected or to be collected in connection with the origination and servicing
of
each Group I Mortgage Loan has been disclosed in writing to the borrower in
accordance with applicable state and federal law and regulation;
(19) No
Group
I Mortgage Loan that is a subprime mortgage loan originated on or after October
1, 2002 underlying the Security will impose a prepayment premium for a term
in
excess of three years. Any Group I Mortgage Loan that is a subprime mortgage
loan originated prior to such date, and any non-subprime Group I Mortgage Loans,
will not impose prepayment penalties in excess of five years;
(20) [Reserved];
(21) With
respect to any Group I Mortgage Loan originated on or after August 1, 2004
and
underlying the Certificates, neither the related Mortgage nor the related
Mortgage Note requires the borrower to submit to arbitration to resolve any
dispute arising out of or relating in any way to the mortgage loan transaction;
(22) With
respect to any Group I Mortgage Loan, the Originator offered the borrower
mortgage loan products offered by such Originator, or any affiliate of such
Originator, for which the borrower qualified;
(23) No
Group
I Mortgage Loan is secured by a manufactured housing unit;
(24) For
each
Group I Mortgage Loan, with respect to any subordinate lien mortgage loan,
such
lien is on a one- to four-family residence that is the principal residence
of
the borrower at the time of the origination of the subordinate
lien;
(25) There
are
no seasoned Group I Mortgage Loans;
(26) [Reserved];
(27) For
each
Group I Mortgage Loan, with respect to any subordinate lien mortgage loan,
such
lien has an original loan amount that does not exceed one-half of the one-unit
limitation for first mortgage loans, or $208,500 (in Alaska, Guam, Hawaii or
Virgin Islands: $312,750), without regard to the number of units;
(28) For
each
Group I Mortgage Loan, the aggregate original principal balance of the first
and
subordinate lien mortgage loans relating to the same mortgaged property does
not
exceed Xxxxxxx Mac’s applicable loan limits for first lien mortgage loans for
that property type;
(29) No
refinance or purchase money Group I Mortgage Loan has an APR or total points
and
fees that exceed the thresholds set by the Home Ownership and Equity Protection
Act of 1994 (“HOEPA”) and its implementing regulations, including 12 CFR
226.32(a)(1)(i) and (ii) and no mortgage loan is in violation of any comparable
state law;
(30) No
Group
I Mortgage Loan is secured by a unit that is part of a condominium development
that operates as, or holds itself out to be, a condominium hotel (“condotel”),
regardless of whether the unit itself is being used as a condotel unit;
(31) Each
Group I Mortgage Loan is exclusively secured by single-family (1-4) unit
residential housing. None of the Group I Mortgage Loan is secured by
multifamily, commercial, industrial, agricultural or underdeveloped property,
or
on any property located anywhere except the continental United States, Alaska,
Hawaii, Puerto Rico, the Virgin Islands or Guam; and
(32) For
each
Group I Mortgage Loan, the Servicer has and will fully furnish accurate and
complete information (favorable and unfavorable) on its borrower credit files
to
Equifax, Experian and Trans Union Credit Information Company, on a monthly
basis
and in accordance with the Fair Credit Reporting Act and its implementing
regulations.
Section 3.02 Originator
Representations And Warranties Relating to The Originator.
The
Originator represents, warrants and covenants to the Purchaser and the
Certificate Insurer as of the Closing Date or as of such other date specifically
provided herein or in the applicable Assignment and Conveyance:
(i) The
Originator is duly organized, validly existing and in good standing as a
corporation under the laws of the State of California and is and will remain
in
compliance with the laws of each state in which any Mortgaged Property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;
(ii) The
Originator has the full power and authority to execute, deliver and perform,
and
to enter into and consummate, all transactions contemplated by this Agreement.
The Originator has duly authorized the execution, delivery and performance
of
this Agreement, has duly executed and delivered this Agreement and this
Agreement, assuming due authorization, execution and delivery by the Purchaser
and the related Seller, constitutes a legal, valid and binding obligation of
the
Originator, enforceable against it in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency or
reorganization. At the time of the sale of each Mortgage Loan by the Originator,
the Originator had the full power and authority to hold each Mortgage Loan
and
to sell each Mortgage Loan;
(iii) The
execution and delivery of this Agreement by the Originator and the performance
of and compliance with the terms of this Agreement will not violate the
Originator's articles of incorporation or by-laws or constitute a default under
or result in a breach or acceleration of, any material contract, agreement
or
other instrument to which the Originator is a party or which may be applicable
to the Originator or its assets;
(iv) The
Originator is not in violation of, and the execution and delivery of this
Agreement by the Originator and its performance and compliance with the terms
of
this Agreement will not constitute a violation with respect to, any order or
decree of any court or any order or regulation of any federal, state, municipal
or governmental agency having jurisdiction over the Originator or its assets,
which violation might have consequences that would materially and adversely
affect the condition (financial or otherwise) or the operation of the Originator
or its assets or might have consequences that would materially and adversely
affect the performance of its obligations and duties hereunder;
(v) The
Originator is a HUD approved mortgagee pursuant to Section 203 and Section
211
of the National Housing Act. No event has occurred, including but not limited
to
a change in insurance coverage, which would make the Originator unable to comply
with HUD eligibility requirements or which would require notification to HUD.
No
Mortgage Loan contains terms or provisions which would result in negative
amortization. The Mortgage Interest Rate is as set forth on the Mortgage Loan
Schedule. The Mortgage Note is payable in equal monthly installments of
principal and interest (except if such Mortgage Loan is a Balloon Loan), with
interest calculated and payable in arrears, sufficient to amortize the Mortgage
Loan fully by the stated maturity date, over an original term of not more than
thirty years from commencement of amortization;
(vi) The
Originator does not believe, nor does it have any reason or cause to believe,
that it cannot perform each and every covenant contained in this
Agreement;
(vii) There
are
no actions or proceedings against, or investigations known to it of, the
Originator before any court, administrative or other tribunal (A) that might
prohibit its entering into this Agreement, (B) seeking to prevent the sale
of
the Mortgage Loans or the consummation of the transactions contemplated by
this
Agreement or (C) that might prohibit or materially and adversely affect the
performance by the Originator of its obligations under, or validity of
enforceability of, this Agreement;
(viii) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Originator
of, or compliance by the Originator with, this Agreement or the consummation
of
the transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been
obtained;
(ix) The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Originator. The sale of the Mortgage Loans
was in the ordinary course of business of the Originator and the assignment
and
conveyance of the Mortgage Notes and the Mortgages by the Originator are not
subject to the bulk transfer or any similar statutory provisions;
(x) The
information delivered by the Originator to the Purchaser with respect to the
Originator's loan loss, foreclosure and delinquency experience on mortgage
loans
underwritten to similar standards as the Mortgage Loans and covering mortgaged
properties similar to the Mortgaged Properties, is true and correct in all
material respects as of the date of such report;
(xi) Except
with respect to any statement regarding the intentions of the Purchaser, or
any
other statement contained herein the truth or falsity of which is dependant
solely upon the actions of the Purchaser, this Agreement does not contain any
untrue statement of material fact or omit to state a material fact necessary
to
make the statements contained herein not misleading. The written statements,
reports and other documents prepared and furnished or to be prepared and
furnished by the Originator pursuant to this Agreement or in connection with
the
transactions contemplated hereby taken in the aggregate do not contain any
untrue statement of material fact or omit to state a material fact necessary
to
make the statements contained therein not misleading; and
(xii) The
Originator has not transferred the Mortgage Loans with any intent to hinder,
delay or defraud any of its creditors.
Section 3.03 Obligor
Representations And Warranties Relating to The Obligor.
The
Obligor represents, warrants and covenants to the Purchaser and the Certificate
Insurer as of the Closing Date or as of such other date specifically provided
herein or in the applicable Assignment and Conveyance:
(i) The
Obligor is duly organized, validly existing and in good standing as a
corporation under the laws of the State of Delaware and is and will remain
in
compliance with the laws of each state in which any Mortgaged Property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;
(ii) The
Obligor has the full power and authority to execute, deliver and perform, and
to
enter into and consummate, all transactions contemplated by this Agreement.
The
Obligor has duly authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement and this Agreement,
assuming due authorization, execution and delivery by the Purchaser and the
related Seller, constitutes a legal, valid and binding obligation of the
Obligor, enforceable against it in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency or
reorganization. At the time of the sale of each Mortgage Loan by the Obligor,
the Obligor had the full power and authority to hold each Mortgage Loan and
to
sell each Mortgage Loan;
(iii) The
execution and delivery of this Agreement by the Obligor and the performance
of
and compliance with the terms of this Agreement will not violate the Obligor's
articles of incorporation or by-laws or constitute a default under or result
in
a breach or acceleration of, any material contract, agreement or other
instrument to which the Obligor is a party or which may be applicable to the
Obligor or its assets;
(iv) The
Obligor is not in violation of, and the execution and delivery of this Agreement
by the Obligor and its performance and compliance with the terms of this
Agreement will not constitute a violation with respect to, any order or decree
of any court or any order or regulation of any federal, state, municipal or
governmental agency having jurisdiction over the Obligor or its assets, which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Obligor or its assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder;
(v) The
Obligor does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this
Agreement;
(vi) There
are
no actions or proceedings against, or investigations known to it of, the Obligor
before any court, administrative or other tribunal (A) that might prohibit
its
entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
Loans or the consummation of the transactions contemplated by this Agreement
or
(C) that might prohibit or materially and adversely affect the performance
by
the Obligor of its obligations under, or validity of enforceability of, this
Agreement;
(vii) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Obligor
of,
or compliance by the Obligor with, this Agreement or the consummation of the
transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been
obtained;
(viii) The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Obligor. The sale of the Mortgage Loans
was
in the ordinary course of business of the Obligor and the assignment and
conveyance of the Mortgage Notes and the Mortgages by the Obligor are not
subject to the bulk transfer or any similar statutory provisions.
Section
3.04 Seller
Trust Representations And Warranties.
Each
Seller Trust represents, warrants and covenants to the Purchaser and the
Certificate Insurer as of the Closing Date or as of such other date specifically
provided herein:
(a) The
Seller Trust is duly organized, validly existing and in good standing as a
business trust under the laws of the State of Delaware and is and will remain
in
compliance with the laws of each state in which any Mortgaged Property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;
(b) The
Seller Trust has the full power and authority to hold each Mortgage Loan, to
sell each Mortgage Loan, to execute, deliver and perform, and to enter into
and
consummate, all transactions contemplated by this Agreement. The Seller Trust
has duly authorized the execution, delivery and performance of this Agreement,
has duly executed and delivered this Agreement and this Agreement, assuming
due
authorization, execution and delivery by the Purchaser and the Originator,
constitutes a legal, valid and binding obligation of the Seller Trust,
enforceable against it in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency or reorganization;
(c) The
execution and delivery of this Agreement by the Seller Trust and the performance
of and compliance with the terms of this Agreement will not violate the Seller
Trust's certificate of trust or constitute a default under or result in a breach
or acceleration of, any material contract, agreement or other instrument to
which the Seller Trust is a party or which may be applicable to the Seller
Trust
or its assets;
(d) The
Seller Trust is not in violation of, and the execution and delivery of this
Agreement by the Seller Trust and its performance and compliance with the terms
of this Agreement will not constitute a violation with respect to, any order
or
decree of any court or any order or regulation of any federal, state, municipal
or governmental agency having jurisdiction over such Seller Trust or its assets,
which violation might have consequences that would materially and adversely
affect the condition (financial or otherwise) or the operation of the Seller
Trust or its assets or might have consequences that would materially and
adversely affect the performance of its obligations and duties hereunder;
and
(e) Immediately
prior to the payment of the mortgage loan purchase price for each Mortgage
Loan,
the Seller Trust was the owner of the related Mortgage and the indebtedness
evidenced by the related Mortgage Note and upon the payment of the mortgage
loan
purchase price by the Purchaser, in the event that the Seller Trust retains
record title, the Seller Trust shall retain such record title to each Mortgage,
each related Mortgage Note and the related Mortgage Files with respect thereto
in trust for the Purchaser as the owner thereof;
(f) The
Seller Trust has not transferred the Mortgage Loans to the Purchaser with any
intent to hinder, delay or defraud any of its creditors;
(g) There
are
no actions or proceedings against, or investigations known to it of, the Seller
Trust before any court, administrative or other tribunal (A) that might prohibit
its entering into this Agreement, (B) seeking to prevent the sale of the
Mortgage Loans or the consummation of the transactions contemplated by this
Agreement or (C) that might prohibit or materially and adversely affect the
performance by the Seller Trust of its obligations under, or validity or
enforceability of, this Agreement;
(h) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Seller
Trust
of, or compliance by the Seller Trust with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been
obtained;
(i) The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Seller Trust, and the transfer assignment
and
conveyance of the related Mortgage Notes and the Mortgages by the Seller Trust
pursuant to this Agreement are not subject to the bulk transfer or any similar
statutory provisions; and
(j) Except
with respect to liens released immediately prior to the transfer herein
contemplated, the applicable Mortgage Note and related Mortgage have not been
assigned or pledged and immediately prior to the transfer and assignment herein
contemplated, the Seller Trust held good, marketable and indefeasible title
to,
and was the sole owner and holder of, the related Mortgage Loan subject to
no
liens, charges, mortgages, claims, participation interests, equities, pledges
or
security interests of any nature, encumbrances or rights of others
(collectively, a “Lien”); the Seller Trust has full right and authority under
all governmental and regulatory bodies having jurisdiction over the Seller
Trust, subject to no interest or participation of, or agreement with, any party,
to sell and assign the same pursuant to this Agreement; and immediately upon
the
transfers and assignments herein contemplated, the Seller Trust shall have
transferred all of its right, title and interest in and to the related Mortgage
Loans and the Trustee will hold good, marketable and indefeasible title to,
and
be the sole owner of, the related Mortgage Loans subject to no
Liens.
Section
3.05 Remedies
For Breach of Representations And Warranties.
It is
understood and agreed that the representations and warranties set forth in
Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to the
Purchaser and shall inure to the benefit of the Purchaser and the Certificate
Insurer, notwithstanding any restrictive or qualified endorsement on any
Mortgage Note or Assignment or the examination or lack of examination of any
Mortgage File. With respect to the representations and warranties contained
herein that are made to the knowledge or their best knowledge of the Originator
or Obligor or as to which the Originator or Obligor has no knowledge, if it
is
discovered that the substance of any such representation and warranty is
inaccurate and the inaccuracy materially and adversely affects the value of
the
related Mortgage Loan, or the interest therein of the Purchaser or the
Purchaser's assignee, designee or transferee, then notwithstanding the
Originator's or Obligor’s lack of knowledge with respect to the substance of
such representation and warranty being inaccurate at the time the representation
and warranty was made, such inaccuracy shall be deemed a breach of the
applicable representation and warranty and the Obligor shall take such action
described in the following paragraphs of this Section 3.05 in respect of such
Mortgage Loan. Upon discovery by either the Originator, the Servicer, the
Certificate Insurer or the Purchaser of a breach of any of the foregoing
representations and warranties that materially and adversely affects the value
of the Mortgage Loans or the interest of the Purchaser and the Certificate
Insurer (or which materially and adversely affects the interests of the
Purchaser in the related Mortgage Loan in the case of a representation and
warranty relating to a particular Mortgage Loan), the party discovering such
breach shall give prompt written notice to the others and the Certificate
Insurer. It is understood by the parties hereto that a breach of the
representations and warranties made in Section 3.01(a) (45), (50), (53), (54)
Section 3.01(b)(1), (2), (3), (4), (5), (6), (7), (8), (10), (17), (18), (20),
(21), (22), (23), (24), (25), (27), (28), (29), (30), (31) and (32) will be
deemed to materially and adversely affect the value of the related Mortgage
Loan
or the interest of the Purchaser and the Certificate Insurer.
Within
120 days of the earlier of either discovery by or notice to the Originator
of
any breach of a representation or warranty made by the Originator or Obligor
that materially and adversely affects the value of a Mortgage Loan or the
Mortgage Loans or the interest therein of the Purchaser, each of the Originator
and Obligor shall use its best efforts promptly to cure such breach in all
material respects and, if such breach cannot be cured, the Obligor shall, at
the
Purchaser’s option, repurchase such Mortgage Loan at the Purchase Price. In the
event that a breach shall involve any representation or warranty set forth
in
Section 3.03 and such breach cannot be cured within 120 days of the earlier
of
either discovery by or notice to the Originator of such breach, all of the
Mortgage Loans shall, at the Purchaser’s option, be repurchased by the Obligor
at the Purchase Price. The Obligor may, at the request of the Purchaser and
assuming the Obligor has a Qualified Substitute Mortgage Loan, rather than
repurchase a deficient Mortgage Loan as provided above, remove such Mortgage
Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans.
If the Obligor does not provide a Qualified Substitute Mortgage Loan or Loans,
it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage
Loan(s) pursuant to the foregoing provisions of this Section 3.05 shall occur
on
a date designated by the Purchaser and shall be accomplished by deposit in
accordance with Section 2.03 of the Pooling and Servicing Agreement. Any
repurchase or substitution required by this Section shall be made in a manner
consistent with Section 2.03 of the Pooling and Servicing
Agreement.
At
the
time of substitution or repurchase of any deficient Mortgage Loan, the Purchaser
and the Originator shall arrange for the reassignment of the repurchased or
substituted Mortgage Loan to the Originator and the delivery to the Originator
of any documents held by the Trust Administrator relating to the deficient
or
repurchased Mortgage Loan. In the event the Purchase Price is deposited in
the
Collection Account, the Originator shall, simultaneously with such deposit,
give
written notice to the Purchaser and the Certificate Insurer that such deposit
has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be
amended to reflect the withdrawal of the repurchased Mortgage Loan from this
Agreement.
As
to any
Deleted Mortgage Loan for which the Obligor substitutes a Qualified Substitute
Mortgage Loan or Loans, the Obligor shall effect such substitution by delivering
to the Purchaser or its designee for such Qualified Substitute Mortgage Loan
or
Loans the Mortgage Note, the Mortgage, the Assignment and such other documents
and agreements as are required by the Pooling and Servicing Agreement, with
the
Mortgage Note endorsed as required therein and providing notice to the
Certificate Insurer of such substitution. The Obligor shall deposit in the
Collection Account the Monthly Payment due on such Qualified Substitute Mortgage
Loan or Loans in the month following the date of such substitution. Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in the month
of
substitution will be retained by the Obligor. For the month of substitution,
distributions to the Purchaser will include the Monthly Payment due on such
Deleted Mortgage Loan in the month of substitution, and the Obligor shall
thereafter be entitled to retain all amounts subsequently received by the
Obligor in respect of such Deleted Mortgage Loan. Upon such substitution, the
Qualified Substitute Mortgage Loans shall be subject to the terms of this
Agreement in all respects, and the Obligor shall be deemed to have made with
respect to such Qualified Substitute Mortgage Loan or Loans as of the date
of
substitution, the covenants, representations and warranties set forth in
Sections 3.01, 3.02 and 3.03.
In
the
event that the Obligor does not meet any of its obligations as and when
described under this Agreement, then the Originator shall perform such
obligation within one Business Day of such Obligor’s breach without any need for
any notice or any other action by any other Person.
It
is
understood and agreed that the representations and warranties set forth in
Section 3.01 shall survive delivery of the respective Mortgage Files to the
Trustee on behalf of the Purchaser and the Certificate Insurer.
It
is
understood and agreed that the obligations of the Originator and Obligor set
forth in Section 3.05 to cure, repurchase and substitute for a defective
Mortgage Loan and to indemnify the Purchaser as provided in Section 5.01
constitute the sole remedies of the Purchaser respecting a missing or defective
document or a breach of the representations and warranties contained in Section
3.01, 3.02, 3.03 or 3.04.
ARTICLE
IV.
ORIGINATOR'S
COVENANTS
Section
4.01 Covenants
of The Originator.
The
Originator hereby covenants that except for the transfer hereunder, neither
the
Originator nor any Seller will sell, pledge, assign or transfer to any other
Person, or grant, create, incur, assume or suffer to exist any Lien on any
Mortgage Loan, or any interest therein; the Originator will notify the Trustee,
as assignee of the Purchaser, of the existence of any Lien on any Mortgage
Loan
immediately upon discovery thereof, and the Originator will defend the right,
title and interest of the Trust, as assignee of the Purchaser, in, to and under
the Mortgage Loans, against all claims of third parties claiming through or
under the Originator or any Seller; provided, however, that nothing in this
Section 4.01 shall prevent or be deemed to prohibit the Originator or any Seller
from suffering to exist upon any of the Mortgage Loans any Liens for municipal
or other local taxes and other governmental charges if such taxes or
governmental charges shall not at the time be due and payable or if the
Originator or any Seller shall currently be contesting the validity thereof
in
good faith by appropriate proceedings and shall have set aside on its books
adequate reserves with respect thereto.
ARTICLE
V.
INDEMNIFICATION
WITH RESPECT TO THE MORTGAGE LOANS
Section
5.01 Indemnification.
(a) The
Originator agrees to indemnify and hold harmless the Purchaser and the
Certificate Insurer, each of their respective directors, each of its officers
and each person or entity who controls the Purchaser or the Certificate Insurer
or any such person, within the meaning of Section 15 of the Securities Act,
against any and all losses, claims, damages or liabilities, joint and several,
as incurred, to which the Purchaser or the Certificate Insurer, or any such
person or entity may become subject, under the Securities Act or otherwise,
and
will reimburse the Purchaser, each such director and officer and each such
controlling person for any legal or other expenses incurred by the Purchaser
or
the Certificate Insurer or such controlling person in connection with
investigating or defending any such losses, claims, damages or liabilities,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in the Free Writing Prospectus
or Prospectus Supplement or any amendment or supplement to the Free Writing
Prospectus or Prospectus Supplement approved in writing by the Originator or
the
omission or the alleged omission to state therein a material fact necessary
in
order to make the statements in the Free Writing Prospectus or Prospectus
Supplement or any amendment or supplement to the Free Writing Prospectus or
Prospectus Supplement approved in writing by the Originator, in the light of
the
circumstances under which they were made, not misleading, but only to the extent
that such untrue statement or alleged untrue statement or omission or alleged
omission relates to the Originator Information contained in the Free Writing
Prospectus or Prospectus Supplement, (ii) any untrue statement or alleged untrue
statement of any material fact contained in the information on any computer
tape
furnished to the Purchaser or an affiliate thereof by or on behalf of the
Originator containing information regarding the assets of the Trust or (iii)
any
untrue statement or alleged untrue statement of any material fact contained
in
any information provided by the Originator to the Purchaser or any affiliate
thereof, or any material omission from the information purported to be provided
hereby, and disseminated to KPMG LLP or prospective investors (directly or
indirectly through available information systems) in connection with the
issuance, marketing or offering of the Certificates. This indemnity agreement
will be in addition to any liability which the Originator may otherwise
have.
(b) The
Purchaser agrees to indemnify and hold harmless each Seller Trust, the
Certificate Insurer, the Obligor and the Originator, each of their respective
officers, directors and each person or entity who controls each Seller Trust,
the Certificate Insurer, the Originator, the Obligor or any such person, against
any and all losses, claims, damages or liabilities, joint and several, to which
the related Seller Trust, the Certificate Insurer, the Obligor, the Originator
or any such person or entity may become subject, under the Securities Act or
otherwise, and will reimburse the applicable Seller Trust, the Certificate
Insurer and/or the Originator or Obligor for any legal or other expenses
incurred by such Seller Trust, the Certificate Insurer, the Originator, the
Obligor each officer and director and controlling person in connection with
investigating or defending any such losses, claims, damages or liabilities
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Free Writing Prospectus or
Prospectus Supplement or any amendment or supplement to the Free Writing
Prospectus or Prospectus Supplement or the omission or the alleged omission
to
state therein a material fact necessary in order to make the statements in
the
Free Writing Prospectus or Prospectus Supplement or any amendment or supplement
to the Free Writing Prospectus or Prospectus Supplement, in the light of the
circumstances under which they were made, not misleading, but only to the extent
that such untrue statement or alleged untrue statement or omission or alleged
omission is not contained in the Originator Information in the Free Writing
Prospectus or Prospectus Supplement. This indemnity agreement will be in
addition to any liability which the Purchaser may otherwise have.
(c) Promptly
after receipt by any indemnified party under this Article V of notice of any
claim or the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against any indemnifying party under
this
Article V, notify the indemnifying party in writing of the claim or the
commencement of that action; provided,
however,
that
the failure to notify an indemnifying party shall not relieve it from any
liability which it may have under this Article V except to the extent it has
been materially prejudiced by such failure and, provided further, that the
failure to notify any indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under this Article
V.
If
any
such claim or action shall be brought against an indemnified party, and it
shall
notify the indemnifying party thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it wishes, jointly with any
other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from
the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable
to
the indemnified party under this Article V for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
Any
indemnified party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses
of
such counsel shall be at the expense of such indemnified party unless: (i)
the
employment thereof has been specifically authorized by the indemnifying party
in
writing; (ii) such indemnified party shall have been advised in writing by
such
counsel that there may be one or more legal defenses available to it which
are
different from or additional to those available to the indemnifying party and
in
the reasonable judgment of such counsel it is advisable for such indemnified
party to employ separate counsel; or (iii) the indemnifying party has failed
to
assume the defense of such action and employ counsel reasonably satisfactory
to
the indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at
the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, the indemnifying party shall not, in connection
with any one such action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations
or
circumstances, be liable for the reasonable fees and expenses of more than
one
separate firm of attorneys (in addition to local counsel) at any time for all
such indemnified parties, which firm shall be designated in writing by the
Purchaser, if the indemnified parties under this Article V consist of the
Purchaser, by the Originator, if the indemnified parties in this Article V
consist of the Originator or by the related Seller Trust, if the indemnified
parties in this Article V consist of such Seller Trust.
Each
indemnified party, as a condition of the indemnity agreements contained in
Section 5.01 (a) and (b) hereof, shall use its best efforts to cooperate with
the indemnifying party in the defense of any such action or claim. No
indemnifying party shall be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with its written consent or if there be a final
judgment for the plaintiff in any such action, the indemnifying party agrees
to
indemnify and hold harmless any indemnified party from and against any loss
or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested
an
indemnifying party to consent to a settlement of any action, the indemnifying
party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if such settlement is entered into more
than 30 days after receipt by such indemnifying party of the aforesaid request
and the indemnifying party has not previously provided the indemnified party
with written notice of its objection to such settlement. No indemnifying party
shall effect any settlement of any pending or threatened proceeding in respect
of which an indemnified party is or could have been a party and indemnity is
or
could have been sought hereunder, without the written consent of such
indemnified party, unless settlement includes an unconditional release of such
indemnified party from all liability and claims that are the subject matter
of
such proceeding.
(d) In
order
to provide for just and equitable contribution in circumstances in which the
indemnity agreement provided for in this Article is for any reason held to
be
unenforceable although applicable in accordance with its terms, each Seller
Trust and the Originator, on the one hand, and the Purchaser, on the other,
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by said indemnity agreement incurred by
the
related Seller Trust, the Originator and the Purchaser in such proportions
as
shall be appropriate to reflect the relative benefits received by each Seller
Trust the Obligor and the Originator on the one hand and the Purchaser on the
other from the sale of the Mortgage Loans such that the Purchaser is responsible
for the lesser of (i) 0.25% thereof and (ii) 0.25% of the aggregate proceeds
to
the respective Seller Trust from the sale of the related Mortgage Loans and
the
Originator and/or the Obligor shall be responsible for the balance; provided,
however,
that no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
Section, each officer and director of the Purchaser and each person, if any,
who
controls the Purchaser within the meaning of Section 15 of the Securities Act
shall have the same rights to contribution as the Purchaser, each director
of
the Originator, each officer of the Originator, and each person, if any, who
controls the Originator within the meaning of Section 15 of the Securities
Act
shall have the same rights to contribution as the Originator, each director
of
the related Seller Trust, each officer of such Seller Trust, and each person,
if
any, who controls such Seller within the meaning of Section 15 of the Securities
Act shall have the same rights to contribution as the related Seller and each
officer and director of the Certificate Insurer and each person, if any, who
controls the Certificate Insurer within the meaning of Section 15 of the
Securities Act shall have the same rights to contribution as the Certificate
Insurer.
(e) The
Originator agrees to indemnify and to hold each of the Purchaser, the
Certificate Insurer, the Trust Administrator, each of the officers and directors
of each such entity and each person or entity who controls each such entity
or
person and each Certificateholder harmless against any and all claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments, and
any
other costs, fees and expenses that the Purchaser, the Trustee, or any such
person or entity and any Certificateholder may sustain in any way (i) related
to
the failure of the Originator to perform its duties in compliance with the
terms
of this Agreement, (ii) arising from a breach by the Originator of its
representations and warranties in Section 3.01 and 3.02 of this Agreement or
(iii) related to the origination or prior servicing of the Mortgage Loans by
reason of any acts, omissions, or alleged acts or omissions of the Originator,
the related Seller or any servicer. The Originator shall immediately notify
the
Purchaser, the Certificate Insurer, the Trustee and each Certificateholder
if a
claim is made by a third party with respect to this Agreement. The Originator
shall assume the defense of any such claim and pay all expenses in connection
therewith, including reasonable counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against the Purchaser,
the
Certificate Insurer, the Trustee or any such person or entity and/or any
Certificateholder in respect of such claim.
ARTICLE
VI.
TERMINATION
Section
6.01 Termination.
The
respective obligations and responsibilities of the Originator, each Seller
and
the Purchaser created hereby shall terminate, except for the Originator's
indemnity obligations as provided herein upon the termination of the Trust
as
provided in Article X of the Pooling and Servicing Agreement.
ARTICLE
VII.
MISCELLANEOUS
PROVISIONS
Section
7.01 Amendment.
This
Agreement may be amended from time to time, with the consent of the Certificate
Insurer, if any, by the Originator, each Seller Trust and the Purchaser, by
written agreement signed by the Originator, each Seller Trust and the
Purchaser.
Section
7.02 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section
7.03 Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid, addressed as follows:
if
to the
Originator or to the Obligor:
Option
One Mortgage Corporation or Option One Mortgage Capital Corporation
3
Ada
Xxxxxx,
XX 00000
Attention:
C. Xxxxxx Xxxxxx
or
such
other address as may hereafter be furnished to the Purchaser and any Seller
Trust in writing by the Originator.
if
to the
Purchaser:
Option
One Mortgage Acceptance Corporation
3
Ada
Xxxxxx,
XX 00000
Attention:
C. Xxxxxx Xxxxxx
or
such
other address as may hereafter be furnished to any Seller and the Originator
in
writing by the Purchaser.
if
to the
Seller Trusts:
Option
One Owner Trust 2001-1A
Option
One Owner Trust 2001-2
Option
One Owner Trust 2002-3
Option
One Owner Trust 2003-4
Option
One Owner Trust 2003-5
Option
One Owner Trust 2005-6
Option
One Owner Trust 2005-8
Option
One Owner Trust 2005-9
Option
One Owner Trust 2007-5A
c/o
Wilmington Trust Company
One
Xxxxxx Square North
0000
Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Trust Administration
or
such
other address as may hereafter be furnished to the Originator and the Purchaser
in writing by the related Seller.
if
to the
Certificate Insurer:
XL
Capital Assurance Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000-0000
Attention:
Surveillance
or
such
other address as may hereafter be furnished to the Originator and the Purchaser
in writing by the Certificate Insurer.
Section
7.04 Severability
of Provisions.
If any
one or more of the covenants, agreements, provisions of terms of this Agreement
shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity of enforceability of the other provisions of this
Agreement.
Section
7.05 Counterparts.
This
Agreement may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed, shall
be deemed to be an original and such counterparts, together, shall constitute
one and the same agreement.
Section
7.06 Further
Agreements.
The
Purchaser, each Seller and the Originator each agree to execute and deliver
to
the other such additional documents, instruments or agreements as may be
necessary or reasonable and appropriate to effectuate the purposes of this
Agreement or in connection with the issuance of any series of Certificates
representing interests in the Mortgage Loans.
Without
limiting the generality of the foregoing, as a further inducement for the
Purchaser to purchase the Mortgage Loans from the Sellers, the Originator will
cooperate with the Purchaser in connection with the sale of any of the
securities representing interests in the Mortgage Loans. In that connection,
the
Originator will provide to the Purchaser any and all information and appropriate
verification of information, whether through letters of its auditors and counsel
or otherwise, as the Purchaser shall reasonably request and will provide to
the
Purchaser such additional representations and warranties, covenants, opinions
of
counsel, letters from auditors, and certificates of public officials or officers
of the Originator as are reasonably required in connection with such
transactions and the offering of investment grade securities rated by the Rating
Agencies.
Section
7.07 Intention
of The Parties.
It is
the intention of the parties that the Purchaser is purchasing, and each Seller
is selling, the Mortgage Loans rather than pledging the Mortgage Loans to secure
a loan by the Purchaser to each Seller. Accordingly, the parties hereto each
intend to treat the transaction for federal income tax purposes and all other
purposes as a sale by the related Seller, and a purchase by the Purchaser,
of
the Mortgage Loans. The Purchaser will have the right to review the Mortgage
Loans and the related Mortgage Files to determine the characteristics of the
Mortgage Loans which will affect the federal income tax consequences of owning
the Mortgage Loans and the related Seller will cooperate with all reasonable
requests made by the Purchaser in the course of such review.
Section
7.08 Successors
And Assigns, Assignment of Purchase Agreement.
This
Agreement shall bind and inure to the benefit of and be enforceable by each
Seller, the Originator, the Purchaser, the Trustee, the Trust Administrator
and
the Certificate Insurer. The Certificate Insurer shall be a third party
beneficiary hereof and may enforce the terms hereof as if a party hereto. The
obligations of each Seller and the Originator under this Agreement cannot be
assigned or delegated to a third party without the consent of the Purchaser
which consent shall be at the Purchaser's sole discretion, except that the
Purchaser acknowledges and agrees that each Seller or the Originator may assign
its obligations hereunder to any Person into which the related Seller or the
Originator is merged or any corporation resulting from any merger, conversion
or
consolidation to which the related Seller or the Originator is a party or any
Person succeeding to the business of the related Seller or the Originator.
The
parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans
for the purpose of contributing them to a trust that will issue a series of
Certificates representing undivided interests in such Mortgage Loans. As an
inducement to the Purchaser to purchase the Mortgage Loans, the related Seller
and the Originator each acknowledge and consent to the assignment by the
Purchaser to the Trust
Administrator
of all
of the Purchaser's rights against each Seller and the Originator pursuant to
this Agreement insofar as such rights relate to Mortgage Loans transferred
to
the Trust Administrator and to the enforcement or exercise of any right or
remedy against each Seller or the Originator pursuant to this Agreement by
the
Trust Administrator. Such enforcement of a right or remedy by the Trust
Administrator shall have the same force and effect as if the right or remedy
had
been enforced or exercised by the Purchaser directly.
Section
7.09 Survival.
The
representations and warranties set forth in Sections 3.01, 3.02, 3.03 and 3.04
and the provisions of Article V hereof shall survive the purchase of the
Mortgage Loans hereunder.
Section
7.10 Owner
Trustee.
It is
expressly understood and agreed by the parties to this Agreement that (a) this
Agreement is executed and delivered by Wilmington Trust Company, not
individually or personally but solely as Owner Trustee of the Seller Trusts,
in
the exercise of the powers and authority conferred and vested in it as trustee,
(b) each of the representations, undertakings and agreements herein made on
the
part of the related Seller Trust is made and intended not as personal
representations, undertakings and agreements by Wilmington Trust Company but
is
made and intended for the purpose of binding only the related Seller Trust,
(c)
nothing herein contained shall be construed as creating any liability on
Wilmington Trust Company, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties to this Agreement and by any person claiming
by,
through or under the parties to this Agreement and (d) under no circumstances
shall Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of any Seller Trust or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by any Seller Trust under this Agreement or any other
document.
IN
WITNESS WHEREOF, each Seller, the Originator, the Obligor and the Purchaser
have
caused their names to be signed to this Mortgage Loan Purchase Agreement by
their respective officers thereunto duly authorized as of the day and year
first
above written.
|
OPTION
ONE MORTGAGE ACCEPTANCE
CORPORATION,
as
Purchaser
|
||||||||||||||
|
By:
|
||||||||||||||
|
Name:
|
||||||||||||||
|
Title:
|
||||||||||||||
|
OPTION
ONE MORTGAGE CORPORATION,
as
Originator
|
||||||||||||||
|
By:
|
||||||||||||||
|
Name:
|
||||||||||||||
|
Title:
|
||||||||||||||
|
OPTION
ONE MORTGAGE CAPITAL CORPORATION,
as
Obligor and a Seller
|
||||||||||||||
|
By:
|
||||||||||||||
|
Name:
|
||||||||||||||
|
Title:
|
||||||||||||||
|
OPTION
ONE OWNER TRUST 2001-1A,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2001-2,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2002-3,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2003-4,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2003-5,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2005-6,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2005-8,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2005-9,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2007-5A
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
SCHEDULE
I
MORTGAGE
LOANS OWNED BY THE ORIGINATOR
AVAILABLE
UPON REQUEST
SCHEDULE
II
MORTGAGE
LOANS OWNED BY OPTION ONE MORTGAGE CAPITAL CORPORATION
AVAILABLE
UPON REQUEST
SCHEDULE
III
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2001-1A
AVAILABLE
UPON REQUEST
SCHEDULE
IV
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2001-2
AVAILABLE
UPON REQUEST
SCHEDULE
V
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2002-3
AVAILABLE
UPON REQUEST
SCHEDULE
VI
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2003-4
AVAILABLE
UPON REQUEST
SCHEDULE
VII
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2003-5
AVAILABLE
UPON REQUEST
SCHEDULE
VIII
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-6
AVAILABLE
UPON REQUEST
SCHEDULE
IX
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-8
AVAILABLE
UPON REQUEST
SCHEDULE
X
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-9
AVAILABLE
UPON REQUEST
SCHEDULE
XI
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2007-5A
AVAILABLE
UPON REQUEST
EXHIBIT
D
MORTGAGE
LOAN SCHEDULE
OOMLT
2007-HL1
Close
Date: April 26, 2007
Loan
Detail Report
Collateral ID Pool ID Customer Code Servicer Code Exist Status Code Stage Active Coll Location state zip Loan Amount Pi Rate
------------- ------- ------------- ------------- ----------------- ----- ------ ------------- ----- --- ----------- -- ----
031045963 UBS OPT1 OPT1 OH CR A IRVINE CA 917303978 418,000.00 2,647.33 7.600
051073410 UBS OPT1 XXX0 XX XX X XXXXXX XX 00000 177,000.00 1,373.54 8.600
051073882 UBS OPT1 OPT1 OH XX X XXXXXX GA 302388866 111,625.00 996.13 10.200
051074021 UBS OPT1 OPT1 OH XX X XXXXXX LA 700845557 147,800.00 1,216.45 9.255
051074223 UBS OPT1 XXX0 XX XX X XXXXXX XX 00000 143,000.00 1,212.87 9.600
061074411 UBS OPT1 OPT1 OH XX X XXXXXX OH 450139742 139,400.00 1,218.19 9.950
061075082 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 123,000.00 1,071.07 10.275
061075120 UBS OPT1 OPT1 OH XX X XXXXXX OH 452311634 136,900.00 1,040.74 8.855
061076566 UBS OPT1 OPT1 OH XX X XXXXXX OH 452461446 180,000.00 1,523.40 9.575
061076606 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 345,000.00 2,655.89 8.980
061076670 UBS OPT1 OPT1 OH XX X XXXXXX OH 432044140 147,000.00 1,204.01 9.200
101063944 UBS OPT1 OPT1 OH NS A XXXXXX XX 00000 64,660.00 653.66 12.030
101064814 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 169,000.00 1,603.05 10.950
101065240 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 328,000.00 2,759.47 9.900
101065294 UBS OPT1 OPT1 OH XX X XXXXXX LA 700944055 105,000.00 988.06 10.850
101065345 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 127,000.00 1,264.46 11.570
101065444 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 174,225.00 1,482.81 9.640
101065522 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 144,000.00 1,221.35 9.600
101065564 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 189,050.00 1,843.35 11.300
101065715 UBS OPT1 OPT1 OH XX X XXXXXX MO 656798377 110,000.00 943.05 9.725
101065830 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 160,565.00 1,300.62 9.075
101066009 UBS OPT1 OPT1 OH XX X XXXXXX TX 750061925 194,500.00 1,520.42 8.680
101066073 UBS OPT1 OPT1 OH XX X XXXXXX TX 750604713 227,140.00 2,161.39 10.990
101066083 UBS OPT1 OPT1 OH XX X XXXXXX TX 750546751 184,010.00 1,561.07 9.990
101066102 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 227,000.00 2,326.22 11.950
101066134 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 147,250.00 1,466.64 11.575
101066143 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 182,000.00 1,402.00 8.520
101066258 UBS OPT1 OPT1 OH XX X XXXXXX TX 751042329 171,190.00 1,688.54 11.725
101066262 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 115,953.00 1,130.61 11.300
101066322 UBS OPT1 OPT1 OH XX X XXXXXX TX 761797742 196,562.00 1,931.55 11.400
101066350 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 124,900.00 1,258.36 11.725
101066353 UBS OPT1 OPT1 OH XX X XXXXXX TX 780457369 122,949.00 972.11 9.250
101066365 UBS OPT1 OPT1 OH XX X XXXXXX TX 750687335 134,500.00 1,250.48 10.700
101066380 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 172,900.00 1,526.91 10.075
101066434 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 88,000.00 804.31 10.490
101066520 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 127,000.00 1,114.52 10.000
101066555 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 120,000.00 1,035.39 9.800
101066594 UBS OPT1 OPT1 OH XX X XXXXXX TX 750341427 195,900.00 1,954.94 11.600
101066629 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 125,000.00 1,284.80 11.990
101066633 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 270,000.00 2,775.18 11.990
101066676 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 131,000.00 1,123.09 9.725
101066697 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 295,000.00 2,977.76 11.750
101066706 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 297,269.00 2,943.83 11.500
101066742 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 251,500.00 2,087.28 9.350
101066832 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 168,000.00 1,298.50 9.275
101066972 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 438,000.00 3,633.47 9.750
101067120 UBS OPT1 OPT1 OH XX X XXXXXX TX 761800839 258,226.00 2,626.37 11.850
101067148 UBS OPT1 OPT1 OH XX X XXXXXX TX 760822548 105,000.00 929.22 10.100
101067215 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 130,900.00 1,101.16 9.505
101067493 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 185,000.00 1,396.35 8.300
151039823 UBS OPT1 OPT1 OH XX X XXXXXX PA 190184325 173,850.00 1,761.52 11.800
151040054 UBS OPT1 OPT1 OH XX X XXXXXX PA 195419253 255,000.00 2,103.37 9.280
151040432 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 103,000.00 899.34 9.940
151040819 UBS OPT1 OPT1 OH XX X XXXXXX PA 195400000 166,155.00 1,277.59 8.500
171035653 UBS OPT1 OPT1 OH XX X XXXXXX AZ 850531614 237,500.00 1,583.33 8.000
171038245 UBS OPT1 OPT1 OH XX X XXXXXX XX 00000 299,990.00 2,403.00 8.950
171038368 UBS OPT1 OPT1 OH XX X XXXXXX NV 891034501 325,000.00 2,422.19 8.660
171038673 UBS OPT1 OPT1 OH XX X XXXXXX NV 891297348 325,000.00 2,612.19 9.645
191034560 UBS OPT1 OPT1 OH XX X XXXXXX WA 992052150 177,000.00 1,574.27 10.160
211049547 UBS OPT1 OPT1 OH XX X XXXXXX MD 207464629 266,000.00 1,919.74 8.350
211049708 UBS OPT1 OPT1 OH XX X XXXXXX VA 241493635 169,000.00 1,365.72 9.475
211050170 UBS OPT1 OPT1 OH XX X XXXXXX GA 300177829 559,500.00 4,883.97 10.475
211050267 UBS OPT1 OPT1 OH XX X XXXXXX GA 300224971 156,750.00 1,191.97 8.380
211050383 UBS OPT1 OPT1 OH XX X XXXXXX VA 235134132 142,500.00 1,362.45 11.050
211050571 UBS OPT1 OPT1 OH XX X XXXXXX GA 301895269 192,500.00 1,593.89 9.730
211050678 UBS OPT1 OPT1 OH XX X XXXXXX MD 210437201 231,325.00 2,016.38 9.920
211050680 UBS OPT1 OPT1 OH XX X XXXXXX FL 338153583 95,000.00 939.33 11.480
211050727 UBS OPT1 OPT1 OH XX X XXXXXX MD 208742810 403,750.00 2,612.31 7.350
211050894 UBS OPT1 OPT1 OH XX X XXXXXX VA 238311855 161,500.00 1,441.20 10.200
211051101 UBS OPT1 OPT1 OH XX X XXXXXX SC 296737340 131,100.00 977.55 8.170
211051256 UBS OPT1 OPT1 OH XX X XXXXXX VA 236664533 230,000.00 1,897.50 9.900
211052684 UBS OPT1 OPT1 OH XX X XXXXXX VA 236663059 352,013.00 2,769.29 8.750
231085951 UBS OPT1 OPT1 OH XX X XXXXXX NJ 080271044 175,750.00 1,439.49 9.200
231086790 UBS OPT1 XXX0 XX XX X XXXXXX XX 00000 150,100.00 1,234.84 9.250
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521050146 DBSP OPT1 OPT1 OH XX X XXXXXX MO 630334736 173,000.00 1,516.92 9.990
521050195 DBSP OPT1 OPT1 OH XX X XXXXXX IN 461221167 152,000.00 1,272.56 9.450
521050281 DBSP OPT1 OPT1 OH XX X XXXXXX MO 645052426 135,000.00 1,057.23 8.700
521050292 DBSP OPT1 OPT1 OH XX X XXXXXX MO 631071615 55,000.00 543.61 11.475
521050404 DBSP OPT1 OPT1 OH XX X XXXXXX KS 666043303 186,200.00 1,471.49 8.800
521050418 DBSP OPT1 OPT1 OH XX X XXXXXX MI 480924681 164,900.00 1,368.56 9.350
521050517 DBSP OPT1 OPT1 OH XX X XXXXXX IN 462342508 102,000.00 897.01 10.025
551024640 DBSP OPT1 OPT1 OH XX X XXXXXX AR 720589758 150,000.00 1,294.79 9.805
551025003 DBSP OPT1 OPT1 OH XX X XXXXXX TX 774478305 135,250.00 1,326.48 11.375
551025239 DBSP OPT1 OPT1 OH XX X XXXXXX XX 00000 92,000.00 895.31 11.275
551025690 DBSP OPT1 OPT1 OH XX X XXXXXX TX 784057369 148,166.00 1,162.98 8.725
551025916 DBSP OPT1 OPT1 OH XX X XXXXXX TX 774697164 310,650.00 2,472.26 9.550
551025971 DBSP OPT1 OPT1 OH XX X XXXXXX TX 761481617 113,300.00 1,002.67 10.100
551025989 DBSP OPT1 OPT1 OH XX X XXXXXX TX 750712213 138,611.00 1,132.79 9.175
551026004 DBSP OPT1 OPT1 OH XX X XXXXXX TX 760173346 237,000.00 1,722.53 7.900
551026045 DBSP OPT1 OPT1 OH XX X XXXXXX AR 721204081 380,000.00 3,575.82 10.850
551026274 DBSP OPT1 OPT1 OH XX X XXXXXX OK 731421022 203,000.00 1,792.73 10.075
581013925 DBSP OPT1 OPT1 OH CR A IRVINE CA 960014965 239,900.00 1,886.21 9.435
581014032 DBSP OPT1 OPT1 OH CR A IRVINE CA 957466422 703,000.00 3,866.50 6.600
581014294 DBSP OPT1 OPT1 OH CR A IRVINE CA 952193120 351,500.00 2,240.81 7.650
581014335 DBSP OPT1 OPT1 OH CR A IRVINE CA 953662814 315,850.00 1,839.83 6.990
581014392 DBSP OPT1 OPT1 OH CR A IRVINE CA 954076717 515,000.00 3,690.83 8.600
581014515 DBSP OPT1 OPT1 OH CR A IRVINE CA 958232875 320,000.00 1,653.33 6.200
581014789 DBSP OPT1 OPT1 OH CR A IRVINE CA 945343935 560,000.00 2,846.67 6.100
581014902 DBSP OPT1 OPT1 OH CR A IRVINE CA 945316751 476,000.00 2,756.83 6.950
581014929 DBSP OPT1 OPT1 OH CR A IRVINE CA 956283035 335,000.00 1,954.17 7.000
581015181 DBSP OPT1 OPT1 OH CR A IRVINE CA 959018274 300,200.00 1,644.85 6.575
581015202 DBSP OPT1 OPT1 OH CR A IRVINE CA 920652838 500,000.00 2,900.00 6.960
581015448 DBSP OPT1 OPT1 OH CR A IRVINE CA 953709414 454,992.00 2,521.41 6.650
661020879 DBSP OPT1 OPT1 OH XX X XXXXXX FL 339838651 346,750.00 3,004.10 9.848
671015900 DBSP OPT1 OPT1 OH CR A IRVINE CA 907320000 625,000.00 4,427.08 8.500
671016273 DBSP OPT1 OPT1 OH XX X XXXXXX CO 815014737 212,000.00 1,497.18 8.145
671016442 DBSP OPT1 OPT1 OH XX X XXXXXX WA 984994065 485,000.00 3,368.62 7.990
671016469 DBSP OPT1 OPT1 OH CR A IRVINE CA 958261912 332,500.00 1,751.17 6.320
671016693 DBSP OPT1 OPT1 OH CR A IRVINE CA 940634216 820,000.00 5,227.50 7.650
831074623 DBSP OPT1 OPT1 OH XX X XXXXXX XX 00000 247,000.00 1,579.99 7.250
841023303 DBSP OPT1 OPT1 OH XX X XXXXXX MI 481885905 248,000.00 2,277.83 10.550
841023498 DBSP OPT1 OPT1 OH XX X XXXXXX MI 490789601 100,000.00 909.51 10.430
841024262 DBSP OPT1 OPT1 OH XX X XXXXXX MI 494425669 60,000.00 609.10 11.825
841024445 DBSP OPT1 OPT1 OH XX X XXXXXX MI 492379636 138,700.00 1,341.88 11.200
841024541 DBSP OPT1 OPT1 OH XX A IRVINE MI 482352875 120,000.00 1,020.43 9.630
841024771 DBSP OPT1 OPT1 OH XX X XXXXXX MI 482402019 118,750.00 1,235.21 12.150
031045925 LEHM OPT1 OPT1 OH CR A XXXXXX XX 00000 365,750.00 2,362.14 7.750
031045935 LEHM OPT1 OPT1 OH CR A XXXXXX XX 00000 342,000.00 2,533.36 8.100
031046007 LEHM OPT1 OPT1 OH XX X XXXXXX KY 401759644 152,000.00 1,264.26 9.375
031046163 LEHM OPT1 OPT1 OH XX X XXXXXX MO 648567208 145,160.00 1,001.15 7.925
031046211 LEHM OPT1 OPT1 OH CR A IRVINE CA 913641813 950,000.00 6,498.76 7.850
031046285 LEHM OPT1 OPT1 OH CR A IRVINE CA 937338729 341,517.40 2,048.29 6.700
051071865 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 75,050.00 748.95 11.600
051072141 LEHM OPT1 OPT1 OH XX X XXXXXX GA 301271717 190,000.00 1,681.44 10.100
051072388 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 67,925.00 636.62 10.800
051072412 LEHM OPT1 OPT1 OH XX X XXXXXX TN 377213629 149,055.00 1,433.02 11.120
051072653 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 427,500.00 2,781.71 7.400
051072731 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 196,000.00 1,608.89 9.225
051072877 LEHM OPT1 OPT1 OH XX X XXXXXX AL 352352124 125,400.00 983.84 8.720
051072968 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 100,700.00 997.22 11.500
051073264 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 460,750.00 4,492.59 11.300
051073288 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 171,950.00 1,360.11 8.810
051073309 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 175,500.00 1,275.54 7.900
051073380 LEHM OPT1 XXX0 XX XX X XXXXXX XX 00000 114,000.00 996.22 9.950
051073382 LEHM OPT1 OPT1 OH XX X XXXXXX LA 700842954 168,587.00 1,309.51 9.070
051073402 LEHM OPT1 OPT1 OH XX X XXXXXX LA 710012546 110,200.00 831.77 8.300
051073639 LEHM OPT1 OPT1 OH XX X XXXXXX GA 301445705 202,350.00 1,701.47 9.500
051073648 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 159,125.00 1,267.78 8.890
051073821 LEHM OPT1 OPT1 OH XX X XXXXXX LA 704662811 114,000.00 954.42 9.450
051073881 LEHM OPT1 XXX0 XX XX X XXXXXX XX 00000 182,400.00 1,415.45 8.600
051073984 LEHM OPT1 OPT1 OH XX X XXXXXX LA 700726695 234,650.00 1,879.61 8.950
051074152 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 146,234.00 1,313.12 10.275
051074187 LEHM OPT1 OPT1 OH XX X XXXXXX LA 700051221 175,750.00 1,376.23 8.699
051074239 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 210,900.00 1,514.09 8.300
051074433 LEHM OPT1 XXX0 XX XX X XXXXXX XX 00000 186,200.00 1,759.17 10.900
051074518 LEHM OPT1 OPT1 OH XX X XXXXXX AL 362033115 85,737.00 835.99 11.300
061073494 LEHM OPT1 OPT1 OH XX X XXXXXX OH 447209507 551,950.00 4,109.41 8.650
061073733 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 97,850.00 717.33 8.500
061073905 LEHM OPT1 OPT1 OH XX X XXXXXX KY 421019089 285,000.00 1,992.76 7.500
061073972 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 76,293.00 708.74 10.690
061074030 LEHM OPT1 OPT1 OH XX X XXXXXX OH 432272434 102,600.00 980.96 11.050
061074091 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 161,500.00 1,414.89 9.980
061074165 LEHM OPT1 OPT1 OH XX X XXXXXX GA 300525324 294,500.00 2,551.86 9.850
061074219 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 204,250.00 1,628.77 8.900
061074235 LEHM OPT1 OPT1 OH XX X XXXXXX IN 463232717 95,950.00 910.13 10.950
061074256 LEHM OPT1 OPT1 OH XX X XXXXXX KY 407411349 78,850.00 712.44 10.350
061074319 LEHM OPT1 OPT1 OH XX X XXXXXX OH 441251719 93,100.00 810.15 9.900
061074338 LEHM OPT1 OPT1 OH XX X XXXXXX OH 447052211 65,075.00 632.05 11.250
061074406 LEHM OPT1 OPT1 OH XX X XXXXXX OH 435289035 239,732.00 2,355.77 11.400
061074454 LEHM OPT1 OPT1 OH XX X XXXXXX OH 442361446 130,150.00 1,192.48 10.520
061074497 LEHM OPT1 OPT1 OH XX X XXXXXX OH 432111802 50,000.50 457.37 10.500
061074594 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 266,000.00 2,285.35 9.750
061074646 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 109,250.00 886.92 9.100
061074657 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 101,650.00 884.55 9.900
061074691 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 171,912.00 1,336.50 8.620
061074698 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 74,100.00 750.81 11.800
061074736 LEHM OPT1 OPT1 OH XX X XXXXXX OH 437559712 113,905.00 941.20 9.300
061074770 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 77,900.00 792.31 11.850
061074773 LEHM OPT1 OPT1 OH XX X XXXXXX OH 444709731 137,750.00 1,140.03 9.725
061074840 LEHM OPT1 OPT1 OH XX X XXXXXX OH 451031633 63,650.00 632.75 11.550
061074862 LEHM OPT1 OPT1 OH XX X XXXXXX OH 449038790 275,500.00 2,177.21 8.800
061074921 LEHM OPT1 OPT1 OH XX X XXXXXX OH 445142162 133,000.00 1,140.23 9.725
061074939 LEHM OPT1 OPT1 OH XX X XXXXXX MI 482272410 79,800.00 637.13 9.350
061074954 LEHM OPT1 OPT1 OH XX X XXXXXX OH 454202814 84,455.00 801.10 10.950
061075009 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 143,925.00 1,150.29 8.925
061075011 LEHM OPT1 OPT1 OH XX X XXXXXX KY 410421539 124,450.00 1,028.33 9.300
061075052 LEHM OPT1 OPT1 OH XX X XXXXXX OH 444299513 123,500.00 980.41 8.850
061075066 LEHM OPT1 OPT1 OH XX X XXXXXX OH 452201145 229,900.00 1,817.73 9.250
061075200 LEHM OPT1 OPT1 OH XX X XXXXXX OH 432289027 153,900.00 1,394.97 10.725
061075242 LEHM OPT1 OPT1 OH XX X XXXXXX OH 441211652 137,750.00 1,150.75 9.425
061075275 LEHM OPT1 OPT1 OH XX X XXXXXX OH 446721837 55,100.00 568.89 12.050
061075482 LEHM OPT1 OPT1 OH XX X XXXXXX TN 377542740 89,300.00 810.19 10.400
061075595 LEHM OPT1 OPT1 OH XX X XXXXXX OH 450408537 190,000.00 1,597.62 9.500
061075665 LEHM OPT1 OPT1 OH XX X XXXXXX OH 447042364 114,950.00 1,094.70 11.000
061075922 LEHM OPT1 OPT1 OH XX X XXXXXX OH 452313015 104,500.00 965.90 10.950
061075951 LEHM OPT1 OPT1 OH XX X XXXXXX TN 371382828 147,250.00 1,071.09 8.425
061076305 LEHM OPT1 OPT1 OH XX X XXXXXX OH 454202628 84,455.00 785.20 10.700
061076348 LEHM OPT1 OPT1 OH XX X XXXXXX OH 441371445 118,750.00 936.61 9.225
061076402 LEHM OPT1 OPT1 OH XX X XXXXXX MS 386808498 161,405.00 1,605.01 11.825
061076539 LEHM OPT1 OPT1 OH XX X XXXXXX OH 441211536 81,700.00 729.08 10.200
061076675 LEHM OPT1 OPT1 OH XX X XXXXXX OH 444852261 66,737.50 607.98 10.450
061077253 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 137,000.00 1,303.65 10.990
101063568 LEHM OPT1 OPT1 OH XX X XXXXXX CT 068108262 455,000.00 4,384.72 11.150
101063973 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 179,075.00 1,644.77 10.550
101064201 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 66,500.00 650.94 11.350
101064223 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 152,475.00 1,372.01 10.300
101064837 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 473,575.00 3,641.38 8.500
101064912 LEHM OPT1 OPT1 OH XX X XXXXXX TX 761187770 185,200.00 1,414.32 8.900
101065189 LEHM OPT1 OPT1 OH XX X XXXXXX TX 774885716 108,775.00 966.66 10.150
101065237 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 161,801.00 1,410.36 9.920
101065239 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 171,000.00 1,561.65 10.480
101065329 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 116,185.00 1,050.81 10.700
101065415 LEHM OPT1 OPT1 OH XX X XXXXXX UT 840871105 264,100.00 2,068.25 8.700
101065500 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 164,000.00 1,240.16 8.320
101065722 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 199,595.00 1,976.57 11.500
101065810 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 207,385.00 1,624.10 8.700
101065895 LEHM OPT1 OPT1 OH XX X XXXXXX MO 630741131 80,750.00 690.80 9.700
101065911 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 399,000.00 3,475.89 9.913
101065915 LEHM OPT1 OPT1 OH XX X XXXXXX TX 757095003 95,000.00 940.78 11.500
101065934 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 128,725.00 1,286.55 11.620
101065987 LEHM OPT1 OPT1 OH XX X XXXXXX FL 330276005 346,750.00 2,369.46 8.200
101065988 LEHM OPT1 OPT1 OH XX X XXXXXX TX 770793330 200,450.00 1,893.80 10.900
101065990 LEHM OPT1 OPT1 OH XX X XXXXXX TX 751153502 132,050.00 1,319.78 11.620
101065991 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 100,040.00 956.49 11.050
101065999 LEHM OPT1 OPT1 OH CR A XXXXXX XX 00000 997,500.00 7,564.38 9.100
101066029 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 335,920.00 2,972.79 10.100
101066040 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 114,293.00 930.29 9.550
101066065 LEHM OPT1 OPT1 OH XX X XXXXXX TX 752873401 170,050.00 1,482.27 9.920
101066092 LEHM OPT1 OPT1 OH XX X XXXXXX TX 761792327 131,100.00 1,118.66 9.670
101066096 LEHM OPT1 OPT1 OH XX X XXXXXX TX 757712641 170,525.00 1,691.30 11.520
101066114 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 180,500.00 1,746.28 11.200
101066214 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 77,900.00 800.69 11.990
101066290 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 195,700.00 1,724.64 10.050
101066503 LEHM OPT1 OPT1 OH XX X XXXXXX TX 774295363 218,500.00 2,163.79 11.500
101066649 LEHM OPT1 OPT1 OH XX X XXXXXX TX 751155801 112,100.00 1,000.37 10.200
101066655 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 202,273.00 1,745.27 9.800
101066731 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 169,100.00 1,455.94 9.775
101066759 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 192,185.00 1,518.79 8.800
101066804 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 156,655.00 1,325.82 9.575
101066900 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 241,462.00 1,873.77 8.600
101066901 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 409,709.00 3,252.49 8.850
101067089 LEHM OPT1 OPT1 OH XX X XXXXXX MO 658074553 115,425.00 1,099.22 11.000
101067101 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 139,650.00 1,222.95 9.975
101067377 LEHM OPT1 OPT1 OH XX X XXXXXX TX 786424519 235,500.00 1,920.36 9.150
101067770 LEHM OPT1 OPT1 OH XX X XXXXXX TX 760171951 165,300.00 1,356.89 9.225
101067945 LEHM OPT1 OPT1 OH XX X XXXXXX TX 773861886 175,750.00 1,740.44 11.500
101067991 LEHM OPT1 OPT1 OH XX X XXXXXX UT 840031815 166,250.00 1,608.41 11.200
101068196 LEHM OPT1 OPT1 OH XX X XXXXXX SC 299104110 226,100.00 1,742.31 8.990
101068324 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 323,000.00 2,596.61 8.990
111002491 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 660,250.00 4,915.73 8.650
111002603 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 441,750.00 3,092.25 8.400
111002693 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 681,150.00 4,967.58 8.450
111002867 LEHM OPT1 OPT1 OH XX X XXXXXX HI 967972146 174,800.00 1,268.17 8.400
121050317 LEHM OPT1 OPT1 OH XX X XXXXXX MN 567011518 50,350.00 527.62 12.250
121050471 LEHM OPT1 OPT1 OH XX X XXXXXX MN 559012347 180,500.00 1,589.59 10.400
121050596 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 68,875.00 687.32 11.600
121050602 LEHM OPT1 OPT1 OH XX X XXXXXX XX 00000 50,000.20 510.46 11.900
121050628 LEHM OPT1 OPT1 OH XX X XXXXXX MN 551253703 166,250.00 1,242.72 8.970
121050709 LEHM OPT1 OPT1 OH CR A IRVINE IA 507023806 175,750.00 1,503.51 9.700
121050910 LEHM OPT1 OPT1 OH CR A IRVINE WI 53212 85,500.00 886.05 12.100
121050918 LEHM OPT1 OPT1 OH CR A IRVINE SD 571067711 210,900.00 1,636.61 8.600
121050990 LEHM OPT1 OPT1 OH CR A IRVINE IA 524052840 118,750.00 1,104.05 10.700
121051011 LEHM OPT1 OPT1 OH CR A IRVINE WI 53218 104,500.00 963.72 10.600
121051019 LEHM OPT1 OPT1 OH CR A IRVINE MN 56215 168,625.00 1,596.31 10.925
121051052 LEHM OPT1 OPT1 OH CR A IRVINE MN 55106 204,250.00 1,669.23 9.175
121051075 LEHM OPT1 OPT1 OH CR A IRVINE ND 58701 102,600.00 1,075.14 12.250
121051119 LEHM OPT1 OPT1 OH CR A IRVINE WI 54914 89,300.00 847.05 10.950
121051155 LEHM OPT1 OPT1 OH CR A IRVINE WI 53208 101,555.00 925.17 10.450
121051201 LEHM OPT1 OPT1 OH CR A IRVINE IA 52806 148,993.00 1,121.95 8.275
121051292 LEHM OPT1 OPT1 OH CR A IRVINE WI 543137168 166,250.00 1,298.99 8.675
121051442 LEHM OPT1 OPT1 OH CR A IRVINE MN 55407 203,300.00 1,784.10 10.000
121051483 LEHM OPT1 OPT1 OH CR A IRVINE WI 535482361 153,900.00 1,172.47 8.400
121051558 LEHM OPT1 OPT1 OH CR A IRVINE MN 550249257 242,250.00 1,479.10 6.850
121051847 LEHM OPT1 OPT1 OH CR A IRVINE WI 531441006 223,250.00 1,834.55 9.650
121051941 LEHM OPT1 OPT1 OH CR A IRVINE WI 535451471 104,500.00 874.88 9.450
141057424 LEHM OPT1 OPT1 OH CR A IRVINE NY 146204213 92,150.00 907.28 11.425
141057431 LEHM OPT1 OPT1 OH CR A IRVINE NY 146244214 97,850.00 963.40 11.425
141057434 LEHM OPT1 OPT1 OH CR A IRVINE NY 146204214 90,250.00 888.58 11.425
151039025 LEHM OPT1 OPT1 OH CR A IRVINE PA 153401163 94,525.00 921.68 11.300
151039277 LEHM OPT1 OPT1 OH CR A IRVINE PA 175129469 311,600.00 2,351.91 8.300
151039369 LEHM OPT1 OPT1 OH CR A IRVINE NJ 08091 203,300.00 1,657.93 9.570
151039433 LEHM OPT1 OPT1 OH CR A IRVINE PA 185054135 140,980.00 1,226.80 9.900
151039681 LEHM OPT1 OPT1 OH CR A IRVINE PA 175199275 306,524.15 2,411.43 8.750
151039736 LEHM OPT1 OPT1 OH CR A IRVINE NJ 080702930 294,500.00 2,136.59 8.400
151039948 LEHM OPT1 OPT1 OH CR A IRVINE NJ 087536014 337,250.00 2,614.41 9.050
151039983 LEHM OPT1 OPT1 OH CR A IRVINE PA 180152207 185,250.00 1,470.61 8.850
151040126 LEHM OPT1 OPT1 OH CR A IRVINE PA 191412014 137,750.00 1,015.57 8.050
151040171 LEHM OPT1 OPT1 OH CR A IRVINE PA 150052571 403,750.00 3,021.45 8.700
151040246 LEHM OPT1 OPT1 OH CR A IRVINE NJ 087314714 232,750.00 1,543.71 7.570
151040434 LEHM OPT1 OPT1 OH CR A IRVINE PA 190142904 237,500.00 1,729.46 7.920
151040697 LEHM OPT1 OPT1 OH CR A IRVINE NC 280347718 133,000.00 1,029.73 8.575
151040839 LEHM OPT1 OPT1 OH CR A IRVINE NJ 088822114 498,750.00 3,888.10 8.650
161050935 LEHM OPT1 OPT1 OH CR A IRVINE MA 023683140 423,700.00 3,035.44 7.750
161051372 LEHM OPT1 OPT1 OH CR A IRVINE MA 01550 228,000.00 1,657.59 8.420
161051556 LEHM OPT1 OPT1 OH CR A IRVINE MA 023641419 310,650.00 2,806.86 10.350
161051583 LEHM OPT1 OPT1 OH CR A IRVINE MA 027401550 257,450.00 1,877.57 8.450
161051616 LEHM OPT1 OPT1 OH CR A IRVINE MA 027211057 327,750.00 2,696.32 9.250
161051699 LEHM OPT1 OPT1 OH CR A IRVINE MA 021262031 327,750.00 2,291.68 7.500
161051735 LEHM OPT1 OPT1 OH CR A IRVINE MA 015502738 266,000.00 1,989.03 8.200
161051815 LEHM OPT1 OPT1 OH CR A IRVINE MA 027452629 323,000.00 1,816.88 6.750
161052107 LEHM OPT1 OPT1 OH CR A IRVINE MA 023022020 332,500.00 2,063.84 6.990
161052145 LEHM OPT1 OPT1 OH CR A IRVINE ME 04038 289,750.00 2,289.82 8.800
161052234 LEHM OPT1 OPT1 OH CR A IRVINE MA 01440 127,131.00 1,170.02 10.900
161052376 LEHM OPT1 OPT1 OH CR A IRVINE MA 023682601 328,700.00 2,434.72 8.600
161052388 LEHM OPT1 OPT1 OH CR A IRVINE ME 04578 171,000.00 1,369.76 8.950
171035575 LEHM OPT1 OPT1 OH CR A IRVINE AZ 86409 192,000.00 1,371.15 8.250
171035738 LEHM OPT1 OPT1 OH CR A IRVINE NV 891155513 399,000.00 3,355.01 9.500
171035795 LEHM OPT1 OPT1 OH CR A IRVINE AZ 857051145 156,750.00 1,090.72 8.350
171035879 LEHM OPT1 OPT1 OH CR A IRVINE TX 75087 176,215.00 1,260.00 7.730
171036205 LEHM OPT1 OPT1 OH CR A IRVINE NV 891493270 286,107.00 2,333.03 9.150
171036247 LEHM OPT1 OPT1 OH CR A IRVINE TX 750021896 210,621.00 1,675.80 8.875
171036256 LEHM OPT1 OPT1 OH CR A IRVINE NV 891494464 256,405.00 1,378.18 6.450
171036359 LEHM OPT1 OPT1 OH CR A IRVINE AZ 853457192 232,750.00 1,740.40 8.200
171036617 LEHM OPT1 OPT1 OH CR A IRVINE AZ 852221153 199,500.00 1,515.87 8.850
171036668 LEHM OPT1 OPT1 OH CR A IRVINE AZ 857068627 240,300.00 1,571.96 7.850
171036726 LEHM OPT1 OPT1 OH CR A IRVINE CO 806407723 285,950.00 2,509.42 10.000
171036734 LEHM OPT1 OPT1 OH CR A IRVINE AZ 850436326 223,219.00 1,590.44 8.550
171036781 LEHM OPT1 OPT1 OH CR A IRVINE WA 980292622 848,213.00 5,937.49 8.400
171037006 LEHM OPT1 OPT1 OH CR A IRVINE AZ 863264758 213,750.00 1,518.40 8.200
171038057 LEHM OPT1 OPT1 OH CR A IRVINE AZ 852961519 617,000.00 4,266.94 7.950
171038213 LEHM OPT1 OPT1 OH CR A IRVINE CA 925825200 322,040.00 2,562.30 8.875
171038311 LEHM OPT1 OPT1 OH CR A IRVINE AZ 857153322 281,200.00 2,169.07 9.000
171038431 LEHM OPT1 OPT1 OH CR A IRVINE AZ 857107230 251,750.00 1,935.74 8.500
171039165 LEHM OPT1 OPT1 OH CR A IRVINE GA 302815979 156,750.00 1,308.90 9.420
171039588 LEHM OPT1 OPT1 OH CR A IRVINE AZ 853356388 178,505.00 1,301.82 8.450
191034262 LEHM OPT1 OPT1 OH CR A IRVINE WA 985844029 160,075.00 1,410.69 10.050
191034369 LEHM OPT1 OPT1 OH CR A IRVINE VA 232355144 311,600.00 2,331.85 8.700
191034612 LEHM OPT1 OPT1 OH CR A IRVINE WA 982826526 335,350.00 2,677.46 9.350
191034724 LEHM OPT1 OPT1 OH CR A IRVINE WA 98056 332,500.00 2,424.48 8.750
191034823 LEHM OPT1 OPT1 OH CR A IRVINE WA 983105247 209,000.00 1,644.40 9.200
191034895 LEHM OPT1 OPT1 OH CR A IRVINE WA 982778409 247,000.00 1,810.74 8.500
191034982 LEHM OPT1 OPT1 OH CR A IRVINE CA 923993909 228,000.00 1,500.40 7.500
191035037 LEHM OPT1 OPT1 OH CR A IRVINE WA 986322605 75,050.00 590.49 9.200
191035161 LEHM OPT1 OPT1 OH CR A IRVINE WA 984184952 194,750.00 1,616.29 9.350
191035269 LEHM OPT1 OPT1 OH CR A IRVINE WA 980554316 140,600.00 1,172.00 9.400
191035273 LEHM OPT1 OPT1 OH CR A IRVINE WA 983665051 153,000.00 989.93 7.350
191035319 LEHM OPT1 OPT1 OH CR A IRVINE NC 272786773 184,637.25 1,348.37 7.950
191035373 LEHM OPT1 OPT1 OH CR A IRVINE MT 59901 281,200.00 1,886.38 8.050
191035377 LEHM OPT1 OPT1 OH CR A IRVINE MS 395616222 128,250.00 846.35 7.525
191035471 LEHM OPT1 OPT1 OH CR A IRVINE CA 914114055 427,500.00 3,226.70 8.300
191035605 LEHM OPT1 OPT1 OH CR A IRVINE OR 973031963 215,000.00 1,394.49 6.750
191035989 LEHM OPT1 OPT1 OH CR A IRVINE FL 33907 266,000.00 2,102.13 8.800
211049611 LEHM OPT1 OPT1 OH CR A IRVINE VA 231922947 785,700.00 5,792.60 8.050
211049625 LEHM OPT1 OPT1 OH CR A IRVINE DE 198025211 104,500.00 882.51 9.550
211049630 LEHM OPT1 OPT1 OH CR A IRVINE VA 241533253 139,650.00 1,122.65 8.990
211049912 LEHM OPT1 OPT1 OH CR A IRVINE GA 30114 128,250.00 809.58 7.575
211050356 LEHM OPT1 OPT1 OH CR A IRVINE SC 297187779 285,000.00 2,459.06 9.800
211050474 LEHM OPT1 OPT1 OH CR A IRVINE DC 200191406 251,750.00 1,509.90 6.700
211050714 LEHM OPT1 OPT1 OH CR A IRVINE GA 301346474 160,550.00 1,327.21 9.920
211050981 LEHM OPT1 OPT1 OH CR A IRVINE SC 295886346 122,768.00 946.04 8.990
211051053 LEHM OPT1 OPT1 OH CR A IRVINE VA 240161354 104,500.00 866.48 9.950
211051219 LEHM OPT1 OPT1 OH CR A IRVINE FL 322082145 89,775.00 889.03 11.500
211051544 LEHM OPT1 OPT1 OH CR A IRVINE VA 201551772 541,495.25 4,772.03 10.050
211051565 LEHM OPT1 OPT1 OH CR A IRVINE MD 212051730 75,000.00 702.20 11.100
211051594 LEHM OPT1 OPT1 OH CR A IRVINE VA 246051921 64,600.00 664.48 12.000
211051726 LEHM OPT1 OPT1 OH CR A IRVINE VA 230243428 241,300.00 1,562.42 7.770
211051939 LEHM OPT1 OPT1 OH CR A IRVINE GA 300385313 229,900.00 1,858.10 9.050
211051980 LEHM OPT1 OPT1 OH CR A IRVINE VA 232295413 209,000.00 1,587.81 8.370
211052043 LEHM OPT1 OPT1 OH CR A IRVINE MD 219112140 399,900.00 3,002.58 9.010
211052172 LEHM OPT1 OPT1 OH CR A IRVINE MD 212181625 186,200.00 1,479.42 9.300
211052240 LEHM OPT1 OPT1 OH CR A IRVINE VA 237031560 151,050.00 1,259.10 9.400
211052372 LEHM OPT1 OPT1 OH CR A IRVINE NC 281040563 225,000.00 1,875.53 9.400
211052384 LEHM OPT1 OPT1 OH CR A IRVINE SC 290727681 167,000.00 1,195.77 8.275
211052407 LEHM OPT1 OPT1 OH CR A IRVINE MD 212171803 75,050.00 669.74 10.200
211052454 LEHM OPT1 OPT1 OH CR A IRVINE MD 216172352 475,000.00 3,736.83 8.750
211052582 LEHM OPT1 OPT1 OH CR A IRVINE VA 236014327 130,150.00 1,103.88 9.600
211052751 LEHM OPT1 OPT1 OH CR A IRVINE VA 234342727 158,650.00 1,242.44 8.700
211052835 LEHM OPT1 OPT1 OH CR A IRVINE NC 280273589 265,080.00 2,504.41 10.900
211052946 LEHM OPT1 OPT1 OH CR A IRVINE VA 234648113 304,000.00 2,315.99 8.400
211053090 LEHM OPT1 OPT1 OH CR A IRVINE VA 240123102 146,300.00 1,063.32 7.900
231087040 LEHM OPT1 OPT1 OH CR A IRVINE MA 023323710 489,250.00 2,987.19 6.850
231087618 LEHM OPT1 OPT1 OH CR A IRVINE CT 061142404 134,900.00 1,223.91 10.400
231087711 LEHM OPT1 OPT1 OH CR A IRVINE CT 062393700 209,950.00 1,840.91 9.990
231087913 LEHM OPT1 OPT1 OH CR A IRVINE ME 044283300 130,150.00 1,113.41 9.700
231087962 LEHM OPT1 OPT1 OH CR A IRVINE CT 067061604 145,825.00 1,194.39 9.200
231088597 LEHM OPT1 OPT1 OH CR A IRVINE FL 328227124 237,500.00 1,606.97 7.750
231088628 LEHM OPT1 OPT1 OH CR A IRVINE RI 028603319 332,500.00 2,628.95 9.250
231088669 LEHM OPT1 OPT1 OH CR A IRVINE MA 016031655 180,500.00 1,399.26 9.050
231088670 LEHM OPT1 OPT1 OH CR A IRVINE MA 011083053 185,915.00 1,542.97 9.350
231088677 LEHM OPT1 OPT1 OH CR A IRVINE VT 056414343 158,650.00 1,242.44 8.700
231088740 LEHM OPT1 OPT1 OH CR A IRVINE CT 06118 239,400.00 2,051.54 9.720
231088927 LEHM OPT1 OPT1 OH CR A IRVINE MA 015455939 247,000.00 1,715.57 7.990
231089011 LEHM OPT1 OPT1 OH CR A IRVINE NJ 088101345 275,500.00 2,204.00 9.600
231089044 LEHM OPT1 OPT1 OH CR A IRVINE MA 018432205 361,000.00 2,075.04 6.350
231089240 LEHM OPT1 OPT1 OH CR A IRVINE MA 024723105 684,950.00 4,152.42 6.790
231089560 LEHM OPT1 OPT1 OH CR A IRVINE RI 029081002 166,583.00 1,630.62 11.350
231089710 LEHM OPT1 OPT1 OH CR A IRVINE NH 031044950 403,750.00 3,161.90 8.700
231089737 LEHM OPT1 OPT1 OH CR A IRVINE CT 060962610 210,900.00 1,535.76 7.920
321038527 LEHM OPT1 OPT1 OH CR A IRVINE CO 810052504 112,575.00 1,188.38 12.350
321038586 LEHM OPT1 OPT1 OH CR A IRVINE CO 809188706 234,650.00 1,964.92 9.850
321038651 LEHM OPT1 OPT1 OH CR A IRVINE AZ 852043009 218,500.00 1,565.92 8.600
321038737 LEHM OPT1 OPT1 OH CR A IRVINE WY 820074201 165,300.00 1,339.03 9.500
321038868 LEHM OPT1 OPT1 OH CR A IRVINE UT 844031359 299,250.00 2,174.97 7.900
321038965 LEHM OPT1 OPT1 OH CR A IRVINE UT 844049035 188,480.00 1,724.10 10.500
321039084 LEHM OPT1 OPT1 OH CR A IRVINE WY 826011045 100,035.00 1,056.00 12.350
321039205 LEHM OPT1 OPT1 OH CR A IRVINE UT 840871631 218,500.00 1,588.07 7.900
321039277 LEHM OPT1 OPT1 OH CR A IRVINE UT 843389623 157,700.00 1,291.65 9.200
321039278 LEHM OPT1 OPT1 OH CR A IRVINE CO 812122733 180,500.00 1,390.92 8.990
321039320 LEHM OPT1 OPT1 OH CR A IRVINE CO 801103412 237,500.00 1,795.50 8.800
321039364 LEHM OPT1 OPT1 OH CR A IRVINE CO 800333641 239,400.00 1,496.25 7.500
321039385 LEHM OPT1 OPT1 OH CR A IRVINE CO 810073514 158,650.00 1,191.88 8.250
321039403 LEHM OPT1 OPT1 OH CR A IRVINE CO 800174585 109,250.00 937.73 10.300
321039513 LEHM OPT1 OPT1 OH CR A IRVINE UT 84096 441,750.00 3,630.07 9.650
321039539 LEHM OPT1 OPT1 OH CR A IRVINE CO 802021297 636,500.00 4,508.54 8.500
321039732 LEHM OPT1 OPT1 OH CR A IRVINE UT 840889731 223,250.00 1,636.63 8.500
321039930 LEHM OPT1 OPT1 OH CR A IRVINE CO 80520 166,250.00 1,256.85 8.800
321040031 LEHM OPT1 OPT1 OH CR A IRVINE UT 843409738 88,350.00 759.06 9.750
321040189 LEHM OPT1 OPT1 OH CR A IRVINE CO 810032040 61,750.00 642.31 12.150
321040203 LEHM OPT1 OPT1 OH CR A IRVINE CO 800201892 190,000.00 1,494.91 9.200
321040225 LEHM OPT1 OPT1 OH CR A IRVINE MI 482252176 108,000.00 946.98 9.990
321040248 LEHM OPT1 OPT1 OH CR A IRVINE UT 841181316 118,750.00 1,050.90 10.100
321040263 LEHM OPT1 OPT1 OH CR A IRVINE CO 801045325 144,100.00 906.63 7.550
321040322 LEHM OPT1 OPT1 OH CR A IRVINE CO 806014628 282,761.00 2,178.44 9.245
331050388 LEHM OPT1 OPT1 OH CR A IRVINE NY 115523318 337,250.00 2,745.06 9.550
331051360 LEHM OPT1 OPT1 OH CR A IRVINE FL 347441541 218,500.00 1,756.53 8.990
331052716 LEHM OPT1 OPT1 OH CR A IRVINE NY 119013053 395,000.00 2,805.93 8.200
331052816 LEHM OPT1 OPT1 OH CR A IRVINE NY 115544740 520,000.00 3,557.22 7.850
331052917 LEHM OPT1 OPT1 OH CR A IRVINE NY 117042505 441,750.00 3,544.11 9.400
331053086 LEHM OPT1 OPT1 OH CR A IRVINE NY 114355208 499,900.00 3,852.19 8.990
331053166 LEHM OPT1 OPT1 OH CR A IRVINE NJ 080101009 223,250.00 1,677.20 8.250
331053249 LEHM OPT1 OPT1 OH CR A IRVINE NY 104665909 604,000.00 4,953.94 9.630
341037789 LEHM OPT1 OPT1 OH CR A IRVINE NC 287929104 108,300.00 1,076.62 11.550
341038025 LEHM OPT1 OPT1 OH CR A IRVINE SC 296738527 120,650.00 1,222.48 11.800
341038172 LEHM OPT1 OPT1 OH CR A IRVINE NC 28621 72,675.00 708.62 11.300
341038210 LEHM OPT1 OPT1 OH CR A IRVINE NC 282081801 85,025.00 845.24 11.550
341038284 LEHM OPT1 OPT1 OH CR A IRVINE NC 281641435 66,975.00 668.36 11.600
341038312 LEHM OPT1 OPT1 OH CR A IRVINE NC 280520186 96,900.00 871.93 10.300
341038318 LEHM OPT1 OPT1 OH CR A IRVINE NC 282154365 137,750.00 1,252.34 10.425
341038344 LEHM OPT1 OPT1 OH CR A IRVINE GA 30349 192,957.35 1,852.17 11.100
341038431 LEHM OPT1 OPT1 OH AR A IRVINE SC 290101316 58,235.00 596.77 11.950
341038448 LEHM OPT1 OPT1 OH CR A IRVINE GA 303261487 257,450.00 2,123.58 9.280
341038454 LEHM OPT1 OPT1 OH CR A IRVINE GA 303442232 104,737.50 938.55 10.250
341038482 LEHM OPT1 OPT1 OH CR A IRVINE NC 282082438 93,100.00 837.73 10.300
341038485 LEHM OPT1 OPT1 OH CR A IRVINE GA 300522932 266,000.00 2,024.61 8.390
341038533 LEHM OPT1 OPT1 OH CR A IRVINE AL 359594451 104,500.00 890.15 9.650
341038560 LEHM OPT1 OPT1 OH CR A IRVINE NC 288069745 251,750.00 2,302.86 10.500
341038717 LEHM OPT1 OPT1 OH CR A IRVINE GA 300754014 308,275.00 2,381.30 8.550
341038897 LEHM OPT1 OPT1 OH CR A IRVINE NC 277071862 54,150.00 554.91 11.950
341039033 LEHM OPT1 OPT1 OH CR A IRVINE NC 272849133 132,905.00 1,258.16 10.925
341039253 LEHM OPT1 OPT1 OH CR A IRVINE NC 282135823 105,000.00 944.81 10.300
341040015 LEHM OPT1 OPT1 OH CR A IRVINE GA 309068239 81,605.00 755.64 10.650
341040044 LEHM OPT1 OPT1 OH CR A IRVINE NC 282694127 134,000.00 1,168.53 9.925
341040091 LEHM OPT1 OPT1 OH XX A IRVINE GA 300876368 237,405.00 2,004.90 9.550
341040114 LEHM OPT1 OPT1 OH CR A IRVINE AL 351155572 194,750.00 1,267.22 7.400
341040316 LEHM OPT1 OPT1 OH CR A IRVINE AL 361051826 79,649.90 728.59 10.500
351040977 LEHM OPT1 OPT1 OH CR A IRVINE TX 77545 157,700.00 1,260.39 8.925
351041175 LEHM OPT1 OPT1 OH CR A IRVINE TX 775363222 111,150.00 978.85 10.400
351041944 LEHM OPT1 OPT1 OH CR A IRVINE TX 77520 127,157.00 1,295.73 11.875
351042050 LEHM OPT1 OPT1 OH CR A IRVINE TX 773381854 138,928.00 1,218.17 9.990
351042091 LEHM OPT1 OPT1 OH CR A IRVINE TX 77338 122,160.00 1,122.01 10.550
351042098 LEHM OPT1 OPT1 OH CR A IRVINE TX 782453035 89,300.00 917.86 11.990
351042280 LEHM OPT1 OPT1 OH CR A IRVINE TX 786533882 295,983.00 2,456.46 9.350
351042293 LEHM OPT1 OPT1 OH CR A IRVINE TX 784101727 111,340.00 1,043.53 10.800
351042315 LEHM OPT1 OPT1 OH CR A IRVINE TX 786647454 179,132.00 1,422.05 8.850
351042318 LEHM OPT1 OPT1 OH CR A IRVINE TX 774502417 108,300.00 950.41 10.000
351042333 LEHM OPT1 OPT1 OH CR A IRVINE TX 770896102 103,550.00 1,009.67 11.300
351042390 LEHM OPT1 OPT1 OH CR A IRVINE TX 784132315 123,310.00 1,155.71 10.800
351042442 LEHM OPT1 OPT1 OH CR A IRVINE TX 770732816 121,561.00 969.37 8.900
351042452 LEHM OPT1 OPT1 OH CR A IRVINE TX 770671048 106,400.00 977.26 10.550
351042514 LEHM OPT1 OPT1 OH CR A IRVINE TX 770246045 156,750.00 1,489.81 10.975
351042529 LEHM OPT1 OPT1 OH CR A IRVINE TX 778689663 112,575.00 1,012.97 10.300
351042567 LEHM OPT1 OPT1 OH CR A IRVINE TX 77469 152,000.00 1,220.29 8.975
351042830 LEHM OPT1 OPT1 OH CR A IRVINE TX 786344189 115,500.00 1,012.74 9.990
351042883 LEHM OPT1 OPT1 OH CR A IRVINE TX 770045248 214,700.00 1,735.25 9.050
351042980 LEHM OPT1 OPT1 OH CR A IRVINE TX 770692134 213,750.00 2,197.01 11.990
351043006 LEHM OPT1 OPT1 OH CR A IRVINE TX 774594802 155,000.00 1,328.84 9.725
351043010 LEHM OPT1 OPT1 OH CR A IRVINE TX 77461 189,905.00 1,555.43 9.200
351043041 LEHM OPT1 OPT1 OH CR A IRVINE TX 786694142 120,650.00 1,240.09 11.990
351043074 LEHM OPT1 OPT1 OH CR A IRVINE TX 786642528 138,000.00 1,231.69 10.550
351043100 LEHM OPT1 OPT1 OH CR A IRVINE TX 786603105 100,700.00 1,012.62 11.700
351043161 LEHM OPT1 OPT1 OH CR A IRVINE TX 784186805 190,000.00 1,632.39 9.750
351043239 LEHM OPT1 OPT1 OH CR A IRVINE TX 797035483 149,150.00 1,251.41 9.475
371040938 LEHM OPT1 OPT1 OH CR A IRVINE FL 342240000 199,500.00 1,189.37 6.650
371041879 LEHM OPT1 OPT1 OH CR A IRVINE FL 344822634 185,250.00 1,625.70 10.000
371042014 LEHM OPT1 OPT1 OH CR A IRVINE SC 295055129 170,050.00 1,359.09 8.925
371042134 LEHM OPT1 OPT1 OH CR A IRVINE IN 465901920 152,380.00 1,212.40 8.875
371042236 LEHM OPT1 OPT1 OH CR A IRVINE OH 442701203 143,450.00 1,032.57 8.325
371042257 LEHM OPT1 OPT1 OH CR A IRVINE FL 347693815 153,425.00 1,352.09 10.050
371042385 LEHM OPT1 OPT1 OH CR A IRVINE FL 33810 137,000.00 1,281.96 10.780
371042441 LEHM OPT1 OPT1 OH CR A IRVINE FL 327463386 155,800.00 1,378.78 10.100
371042469 LEHM OPT1 OPT1 OH CR A IRVINE NC 281737337 527,250.00 4,223.42 8.950
371042483 LEHM OPT1 OPT1 OH CR A IRVINE MI 484339430 157,700.00 1,363.58 9.825
371042573 LEHM OPT1 OPT1 OH CR A IRVINE NJ 077015759 479,750.00 4,460.35 10.700
371042623 LEHM OPT1 OPT1 OH CR A IRVINE AL 352351435 116,850.00 1,034.09 10.100
371042637 LEHM OPT1 OPT1 OH CR A IRVINE FL 328256743 197,600.00 1,437.54 8.730
371042992 LEHM OPT1 OPT1 OH CR A IRVINE NJ 074201060 351,500.00 2,727.68 8.600
371043021 LEHM OPT1 OPT1 OH CR A IRVINE FL 337647086 250,800.00 2,191.69 9.950
371043349 LEHM OPT1 OPT1 OH CR A IRVINE AL 351173822 108,000.00 974.70 10.830
371043592 LEHM OPT1 OPT1 OH CR A IRVINE FL 339052802 232,750.00 1,772.08 8.870
371043647 LEHM OPT1 OPT1 OH CR A IRVINE FL 344823770 156,750.00 1,230.36 8.725
371044079 LEHM OPT1 OPT1 OH CR A IRVINE FL 338016255 107,000.00 942.31 10.400
371044082 LEHM OPT1 OPT1 OH CR A IRVINE FL 320826505 780,900.00 6,204.51 9.300
371044223 LEHM OPT1 OPT1 OH CR A IRVINE FL 336104903 190,000.00 1,579.63 9.370
371044241 LEHM OPT1 OPT1 OH CR A IRVINE FL 327147327 292,000.00 2,292.92 9.180
371044443 LEHM OPT1 OPT1 OH CR A IRVINE FL 339938470 267,900.00 2,213.66 9.300
371044621 LEHM OPT1 OPT1 OH CR A IRVINE FL 349973901 205,000.00 1,620.85 9.250
411000432 LEHM OPT1 OPT1 OH CR A IRVINE MI 481731224 132,300.00 1,302.29 11.700
411001289 LEHM OPT1 OPT1 OH CR A IRVINE AL 362017312 83,600.00 850.28 11.850
411001501 LEHM OPT1 OPT1 OH CR A IRVINE OK 74036 100,700.00 803.02 8.900
411001518 LEHM OPT1 OPT1 OH CR A IRVINE KS 672124007 153,900.00 1,169.38 8.850
411001691 LEHM OPT1 OPT1 OH CR A IRVINE NJ 080711924 166,250.00 1,301.62 9.150
411001743 LEHM OPT1 OPT1 OH CR A IRVINE MO 645048836 202,445.00 2,176.33 12.600
411001750 LEHM OPT1 OPT1 OH CR A IRVINE CA 925921840 451,250.00 3,290.94 8.450
411001937 LEHM OPT1 OPT1 OH CR A IRVINE TN 379383435 321,337.50 2,367.94 8.550
411002045 LEHM OPT1 OPT1 OH CR A IRVINE NY 112333224 551,000.00 4,315.06 8.700
411002070 LEHM OPT1 OPT1 OH CR A IRVINE CA 946055650 758,100.00 4,517.01 7.150
411002071 LEHM OPT1 OPT1 OH CR A IRVINE ND 581023624 100,000.00 684.08 7.850
411002447 LEHM OPT1 OPT1 OH CR A IRVINE CO 816503836 223,550.00 1,703.09 8.400
421000867 LEHM OPT1 OPT1 OH CR A IRVINE IL 616051033 116,400.00 1,002.13 10.150
421000913 LEHM OPT1 OPT1 OH CR A IRVINE IN 461762365 80,750.00 720.60 10.200
421001503 LEHM OPT1 OPT1 OH CR A IRVINE VA 245024968 126,350.00 937.10 8.900
421001522 LEHM OPT1 OPT1 OH CR A IRVINE FL 323486471 133,950.00 1,245.37 10.700
421001612 LEHM OPT1 OPT1 OH CR A IRVINE IN 469829139 63,650.00 669.45 12.300
421001742 LEHM OPT1 OPT1 OH CR A IRVINE TX 773451173 123,500.00 1,005.28 9.130
421001913 LEHM OPT1 OPT1 OH CR A IRVINE SC 294858957 169,100.00 1,546.82 10.500
421002070 LEHM OPT1 OPT1 OH CR A IRVINE MI 490948732 97,850.00 790.85 9.050
421002081 LEHM OPT1 OPT1 OH CR A IRVINE VA 233226203 441,750.00 3,561.27 9.450
421002268 LEHM OPT1 OPT1 OH CR A IRVINE MI 493278966 85,500.00 747.17 9.950
421002351 LEHM OPT1 OPT1 OH CR A IRVINE IN 473312210 85,500.00 817.47 11.050
421002422 LEHM OPT1 OPT1 OH CR A IRVINE NC 285748355 189,050.00 1,417.88 9.000
421002431 LEHM OPT1 OPT1 OH CR A IRVINE VA 244169630 121,600.00 1,127.84 10.990
421002507 LEHM OPT1 OPT1 OH CR A IRVINE KS 666191206 80,000.00 688.75 10.150
421002563 LEHM OPT1 OPT1 OH CR A IRVINE FL 346094170 153,900.00 1,228.75 9.350
421002643 LEHM OPT1 OPT1 OH CR A IRVINE MI 486098818 164,350.00 1,546.54 10.850
511051497 LEHM OPT1 OPT1 OH CR A IRVINE NV 890029545 289,750.00 1,593.63 6.600
511052042 LEHM OPT1 OPT1 OH CR A IRVINE WY 827162348 190,000.00 1,092.50 6.900
511052461 LEHM OPT1 OPT1 OH CR A IRVINE AZ 85219 203,300.00 1,412.04 7.990
511052501 LEHM OPT1 OPT1 OH CR A IRVINE IL 61270 475,000.00 2,988.54 7.550
511052627 LEHM OPT1 OPT1 OH CR A IRVINE NC 286518569 121,600.00 1,058.15 9.900
511052642 LEHM OPT1 OPT1 OH CR A IRVINE CA 905031409 617,500.00 4,409.81 8.250
511052667 LEHM OPT1 OPT1 OH CR A IRVINE NV 89015 306,850.00 2,261.18 8.550
511052685 LEHM OPT1 OPT1 OH CR A IRVINE MO 63087 142,500.00 1,148.64 9.020
511052720 LEHM OPT1 OPT1 OH CR A IRVINE IN 46151 218,500.00 1,821.35 9.400
511052815 LEHM OPT1 OPT1 OH CR A IRVINE AZ 852963952 308,750.00 1,788.18 6.950
511053425 LEHM OPT1 OPT1 OH CR A IRVINE CA 917104383 278,350.00 1,830.15 7.890
511053766 LEHM OPT1 OPT1 OH CR A IRVINE CA 920093069 690,000.00 4,039.65 6.500
511053780 LEHM OPT1 OPT1 OH CR A IRVINE CA 92201 409,990.00 3,936.99 11.400
511053794 LEHM OPT1 OPT1 OH CR A IRVINE WA 985419371 152,000.00 1,284.74 9.950
511054150 LEHM OPT1 OPT1 OH CR A IRVINE CA 92584 427,280.00 2,296.63 6.450
511054225 LEHM OPT1 OPT1 OH CR A IRVINE CA 92392 451,990.00 2,429.45 6.450
511054233 LEHM OPT1 OPT1 OH CR A IRVINE CA 95242 330,000.00 1,647.25 5.990
511054315 LEHM OPT1 OPT1 OH CR A IRVINE CA 92392 385,345.00 2,055.17 6.400
511054339 LEHM OPT1 OPT1 OH CR A IRVINE CA 92551 299,272.00 1,643.50 6.590
511054342 LEHM OPT1 OPT1 OH CR A IRVINE FL 33444 237,500.00 1,484.38 7.500
511054398 LEHM OPT1 OPT1 OH CR A IRVINE CA 92308 268,000.00 1,675.00 7.500
511054597 LEHM OPT1 OPT1 OH CR A IRVINE CA 92336 456,101.00 2,960.86 7.790
511054674 LEHM OPT1 OPT1 OH CR A IRVINE CA 92392 346,934.00 1,770.81 6.125
511054712 LEHM OPT1 OPT1 OH CR A IRVINE CA 92236 405,838.00 2,262.55 6.690
511054882 LEHM OPT1 OPT1 OH CR A IRVINE CA 92555 458,000.00 2,385.42 6.250
511055009 LEHM OPT1 OPT1 OH CR A IRVINE CA 90745 513,000.00 3,099.38 7.250
511055088 LEHM OPT1 OPT1 OH CR A IRVINE CA 900311415 660,000.00 5,335.00 9.700
511055091 LEHM OPT1 OPT1 OH CR A IRVINE CA 92344 358,364.00 2,120.32 7.100
511055501 LEHM OPT1 OPT1 OH CR A IRVINE CA 925633482 350,000.00 2,009.34 6.340
521046940 LEHM OPT1 OPT1 OH CR A IRVINE IL 606413559 413,250.00 3,168.25 9.200
521047563 LEHM OPT1 OPT1 OH CR A IRVINE IL 604094222 177,650.00 1,455.05 9.200
521047730 LEHM OPT1 OPT1 OH CR A IRVINE IL 604191904 118,750.00 994.19 9.450
521047875 LEHM OPT1 OPT1 OH CR A IRVINE IL 604413136 242,250.00 1,957.92 9.050
521047881 LEHM OPT1 OPT1 OH CR A IRVINE IL 601042346 234,650.00 1,887.13 9.425
521048018 LEHM OPT1 OPT1 OH CR A IRVINE IN 461409009 148,200.00 1,232.65 9.375
521048033 LEHM OPT1 OPT1 OH CR A IRVINE MO 640681856 147,250.00 1,246.22 9.575
521048039 LEHM OPT1 OPT1 OH CR A IRVINE MO 630313842 90,250.00 805.38 10.200
521048116 LEHM OPT1 OPT1 OH CR A IRVINE MO 630421502 115,800.00 948.47 9.200
521048252 LEHM OPT1 OPT1 OH CR A IRVINE IL 622202721 164,350.00 1,266.47 8.990
521048320 LEHM OPT1 OPT1 OH CR A IRVINE IL 605384114 299,350.00 2,228.74 8.650
521048371 LEHM OPT1 OPT1 OH CR A IRVINE MO 630317037 104,500.00 909.35 9.900
521048416 LEHM OPT1 OPT1 OH CR A IRVINE MO 657148223 140,125.00 1,120.43 8.930
521048467 LEHM OPT1 OPT1 OH CR A IRVINE IL 600503511 185,250.00 1,421.82 8.950
521048500 LEHM OPT1 OPT1 OH CR A IRVINE IL 604416329 200,450.00 1,670.69 9.800
521048580 LEHM OPT1 OPT1 OH CR A IRVINE IL 620253158 329,650.00 2,628.75 8.900
521048624 LEHM OPT1 OPT1 OH CR A IRVINE IL 604292227 149,400.00 1,098.08 8.525
521048676 LEHM OPT1 OPT1 OH CR A IRVINE IL 606196805 192,850.00 1,443.18 8.700
521048739 LEHM OPT1 OPT1 OH CR A IRVINE IL 605553705 399,000.00 3,011.59 8.300
521048741 LEHM OPT1 OPT1 OH CR A IRVINE KS 660628827 207,955.00 1,801.95 9.850
521048774 LEHM OPT1 OPT1 OH CR A IRVINE IL 604092403 168,150.00 1,429.26 9.625
521048778 LEHM OPT1 OPT1 OH CR A IRVINE IL 606191917 161,500.00 1,349.15 9.425
521048825 LEHM OPT1 OPT1 OH CR A IRVINE IL 606174820 109,250.00 910.67 9.400
521048862 LEHM OPT1 OPT1 OH CR A IRVINE MO 630101862 152,000.00 1,239.47 9.150
521048919 LEHM OPT1 OPT1 OH CR A IRVINE IL 622203061 60,800.00 583.61 11.100
521048966 LEHM OPT1 OPT1 OH CR A IRVINE MO 630101269 180,500.00 1,274.46 7.600
521048973 LEHM OPT1 OPT1 OH CR A IRVINE MO 631122606 262,374.80 2,187.07 9.400
521048998 LEHM OPT1 OPT1 OH CR A IRVINE KS 662188989 244,150.00 2,008.56 9.250
521049104 LEHM OPT1 OPT1 OH CR A IRVINE IL 605448095 199,500.00 1,432.25 8.300
521049185 LEHM OPT1 OPT1 OH CR A IRVINE MO 631322701 102,600.00 831.12 9.500
521049237 LEHM OPT1 OPT1 OH CR A IRVINE IL 618568214 261,250.00 1,801.54 8.275
521049376 LEHM OPT1 OPT1 OH CR A IRVINE MI 490681003 137,750.00 1,191.08 9.825
521050651 LEHM OPT1 OPT1 OH CR A IRVINE MI 482351480 66,500.00 675.08 11.825
521050731 LEHM OPT1 OPT1 OH CR A IRVINE MI 482284747 64,200.00 674.74 12.290
521051092 LEHM OPT1 OPT1 OH CR A IRVINE MO 631365133 91,200.00 796.98 9.950
551023636 LEHM OPT1 OPT1 OH CR A IRVINE OK 730642645 161,500.00 1,366.24 9.570
551023763 LEHM OPT1 OPT1 OH CR A IRVINE OK 73120 112,100.00 930.35 9.350
551024006 LEHM OPT1 OPT1 OH CR A IRVINE TX 782073728 66,500.00 629.78 10.930
551024049 LEHM OPT1 OPT1 OH CR A IRVINE TX 782141218 76,000.00 663.03 9.930
551024256 LEHM OPT1 OPT1 OH CR A IRVINE TX 782476202 152,950.00 1,310.71 9.720
551024314 LEHM OPT1 OPT1 OH CR A IRVINE TX 761232402 114,950.00 839.46 7.950
551024354 LEHM OPT1 OPT1 OH CR A IRVINE TX 768023413 135,850.00 1,109.74 9.170
551024524 LEHM OPT1 OPT1 OH CR A IRVINE TX 761205613 120,840.00 1,123.48 10.700
551024827 LEHM OPT1 OPT1 OH CR A IRVINE TX 760212727 120,650.00 1,076.66 10.200
551024839 LEHM OPT1 OPT1 OH CR A IRVINE AR 727458726 114,000.00 853.11 8.700
551024992 LEHM OPT1 OPT1 OH CR A IRVINE OK 741057206 110,200.00 979.32 10.150
551025071 LEHM OPT1 OPT1 OH CR A IRVINE OK 731127652 108,300.00 1,109.82 11.950
551025103 LEHM OPT1 OPT1 OH CR A IRVINE TX 761345336 132,132.00 1,216.08 10.575
551025166 LEHM OPT1 OPT1 OH CR A IRVINE GA 30349 123,500.00 1,260.45 12.150
551025220 LEHM OPT1 OPT1 OH CR A IRVINE OK 731223408 110,200.00 1,129.29 11.950
551025258 LEHM OPT1 OPT1 OH CR A IRVINE OK 747649072 166,250.00 1,370.71 9.275
551025299 LEHM OPT1 OPT1 OH CR A IRVINE AR 72012 276,450.00 2,559.85 10.650
551025358 LEHM OPT1 OPT1 OH CR A IRVINE TX 797076201 132,905.00 1,005.49 8.325
551025363 LEHM OPT1 OPT1 OH CR A IRVINE TX 799288431 143,514.60 1,193.68 9.375
551025472 LEHM OPT1 OPT1 OH CR A IRVINE TX 750526101 133,076.00 1,175.22 10.075
551025599 LEHM OPT1 OPT1 OH CR A IRVINE TX 785397382 118,750.00 913.08 8.500
551025611 LEHM OPT1 OPT1 OH CR A IRVINE TX 776514914 121,838.00 1,239.19 11.850
581013808 LEHM OPT1 OPT1 OH CR A IRVINE WA 983918934 327,750.00 2,278.88 8.000
581014340 LEHM OPT1 OPT1 OH CR A IRVINE NV 891493238 304,000.00 2,344.94 9.000
581014455 LEHM OPT1 OPT1 OH CR A IRVINE CA 956879414 565,250.00 3,815.44 8.100
581014479 LEHM OPT1 OPT1 OH CR A IRVINE CA 953506109 344,185.00 2,151.38 7.050
581014498 LEHM OPT1 OPT1 OH CR A IRVINE CA 956914916 475,000.00 2,711.46 6.850
581014510 LEHM OPT1 OPT1 OH CR A IRVINE CA 948064257 370,500.00 2,006.88 6.500
581014804 LEHM OPT1 OPT1 OH CR A IRVINE CA 95687 432,250.00 2,863.66 7.950
581014810 LEHM OPT1 OPT1 OH CR A IRVINE CA 925320148 665,000.00 3,873.63 6.990
581014837 LEHM OPT1 OPT1 OH CR A IRVINE CA 951341548 783,750.00 5,656.37 8.350
581014886 LEHM OPT1 OPT1 OH CR A IRVINE CA 923941059 264,100.00 1,485.56 6.750
581015491 LEHM OPT1 OPT1 OH CR A IRVINE AZ 852061055 251,000.00 1,746.54 8.350
581015496 LEHM OPT1 OPT1 OH CR A IRVINE NV 895027775 270,000.00 1,777.50 7.900
581015528 LEHM OPT1 OPT1 OH CR A IRVINE CA 956483278 710,000.00 5,636.36 8.850
581015574 LEHM OPT1 OPT1 OH CR A IRVINE CA 959932321 480,000.00 3,400.00 8.500
581015657 LEHM OPT1 OPT1 OH CR A IRVINE CO 80467 447,450.00 2,944.54 7.500
581015674 LEHM OPT1 OPT1 OH CR A IRVINE NV 891314340 363,016.50 2,395.61 7.525
611026063 LEHM OPT1 OPT1 OH CR A IRVINE NJ 080964763 332,500.00 2,687.34 9.050
611026514 LEHM OPT1 OPT1 OH CR A IRVINE NY 129017000 285,000.00 2,220.63 9.350
621019732 LEHM OPT1 OPT1 OH CR A IRVINE FL 33169 254,600.00 2,046.74 8.990
621020321 LEHM OPT1 OPT1 OH CR A IRVINE FL 330638300 337,250.00 2,617.10 8.600
621020418 LEHM OPT1 OPT1 OH CR A IRVINE FL 33315 242,250.00 1,844.41 8.870
621021398 LEHM OPT1 OPT1 OH CR A IRVINE FL 331961126 351,500.00 2,588.86 8.545
631016045 LEHM OPT1 OPT1 OH CR A IRVINE CA 921302220 810,000.00 4,961.25 7.350
631016078 LEHM OPT1 OPT1 OH CR A IRVINE CA 923992819 332,500.00 1,773.33 6.400
631016089 LEHM OPT1 OPT1 OH CR A IRVINE CA 925577203 346,750.00 1,990.92 6.890
661019890 LEHM OPT1 OPT1 OH CR A IRVINE CA 920093049 465,500.00 3,680.52 9.250
661020009 LEHM OPT1 OPT1 OH CR A IRVINE CA 91730 365,750.00 2,286.18 7.050
661020236 LEHM OPT1 OPT1 OH CR A IRVINE OR 970157751 356,250.00 2,665.98 8.700
661020376 LEHM OPT1 OPT1 OH CR A IRVINE CA 917104309 427,800.00 2,673.75 7.500
661021139 LEHM OPT1 OPT1 OH CR A IRVINE CA 900113934 285,000.00 2,141.11 8.250
661021162 LEHM OPT1 OPT1 OH CR A IRVINE CA 928818381 680,000.00 4,677.16 7.900
661021198 LEHM OPT1 OPT1 OH CR A IRVINE CA 924073507 395,000.00 2,791.04 8.150
661021237 LEHM OPT1 OPT1 OH CR A IRVINE CA 925086900 570,000.00 3,875.85 7.795
661021420 LEHM OPT1 OPT1 OH CR A IRVINE CA 926034226 1,450,000.00 11,225.42 9.290
661021522 LEHM OPT1 OPT1 OH CR A IRVINE CA 925637323 738,000.00 5,674.58 8.500
661021537 LEHM OPT1 OPT1 OH CR A IRVINE AZ 85334 1,073,600.00 8,417.96 9.165
661021679 LEHM OPT1 OPT1 OH CR A IRVINE CA 933064112 236,500.00 1,791.49 9.090
671015923 LEHM OPT1 OPT1 OH CR A IRVINE CA 958202849 209,000.00 1,787.96 9.700
671016235 LEHM OPT1 OPT1 OH CR A IRVINE CA 953820779 351,500.00 2,752.71 8.700
671016413 LEHM OPT1 OPT1 OH CR A IRVINE CA 956787573 441,750.00 3,428.03 8.600
671016748 LEHM OPT1 OPT1 OH CR A IRVINE CA 923365017 508,250.00 2,668.31 6.300
671016796 LEHM OPT1 OPT1 OH CR A IRVINE CA 953260000 338,200.00 2,466.47 8.450
671017085 LEHM OPT1 OPT1 OH CR A IRVINE CA 953638740 618,450.00 4,326.57 8.395
671017150 LEHM OPT1 OPT1 OH CR A IRVINE CA 951181633 730,000.00 5,462.92 8.700
671017212 LEHM OPT1 OPT1 OH CR A IRVINE CA 952103212 295,000.00 2,162.63 8.500
681014526 LEHM OPT1 OPT1 OH CR A IRVINE MA 02151 313,405.00 2,704.16 9.800
831073206 LEHM OPT1 OPT1 OH CR A IRVINE FL 33351 275,500.00 2,249.92 9.800
841020766 LEHM OPT1 OPT1 OH NS A IRVINE MI 49460 335,000.00 2,724.14 9.540
841022528 LEHM OPT1 OPT1 OH CR A IRVINE MI 494257525 133,950.00 1,114.13 9.375
841023112 LEHM OPT1 OPT1 OH CR A IRVINE MI 485044307 57,000.00 577.55 11.800
841023176 LEHM OPT1 OPT1 OH CR A IRVINE MI 483073465 230,850.00 1,582.64 7.300
841023484 LEHM OPT1 OPT1 OH CR A IRVINE MI 487459747 66,500.00 707.15 12.450
841023642 LEHM OPT1 OPT1 OH CR A IRVINE MI 493299348 123,500.00 1,056.52 9.700
841023964 LEHM OPT1 OPT1 OH CR A IRVINE MI 483831544 137,750.00 1,001.99 8.425
841023965 LEHM OPT1 OPT1 OH CR A IRVINE MI 495062803 135,850.00 1,024.42 8.775
841024067 LEHM OPT1 OPT1 OH CR A IRVINE MI 486039671 151,050.00 1,179.70 9.125
841024090 LEHM OPT1 OPT1 OH CR A IRVINE MI 483152091 311,600.00 2,529.66 9.100
841024152 LEHM OPT1 OPT1 OH CR A IRVINE MI 490851812 324,900.00 2,524.03 8.612
841024179 LEHM OPT1 OPT1 OH CR A IRVINE MI 495062721 131,100.00 1,126.35 9.750
841024278 LEHM OPT1 OPT1 OH CR A IRVINE MI 480925108 145,255.00 1,202.88 9.325
841024390 LEHM OPT1 OPT1 OH CR A IRVINE MI 480755714 133,000.00 1,334.87 11.675
871006670 LEHM OPT1 OPT1 OH CR A IRVINE NJ 073071412 175,750.00 1,647.20 10.800
871007099 LEHM OPT1 OPT1 OH CR A IRVINE NJ 07047 635,400.00 5,204.27 9.200
031045999 BANKONE OPT1 OPT1 OH CR A IRVINE CA 93560 324,242.00 1,958.96 7.250
031046304 BANKONE OPT1 OPT1 OH CR A IRVINE CA 93268 198,000.00 1,636.08 9.300
051073806 BANKONE OPT1 OPT1 OH CR A IRVINE GA 30088 147,250.00 1,233.05 9.850
051074108 BANKONE OPT1 OPT1 OH CR A IRVINE GA 303151718 235,000.00 1,882.41 8.950
051074139 BANKONE OPT1 OPT1 OH CR A IRVINE GA 300477053 300,000.00 1,950.00 7.800
051074428 BANKONE OPT1 OPT1 OH CR A IRVINE GA 30349 260,900.00 2,089.12 9.380
061074541 BANKONE OPT1 OPT1 OH CR A IRVINE KY 410141535 85,500.00 779.23 10.455
061074860 BANKONE OPT1 OPT1 OH CR A IRVINE IL 627023815 105,000.00 950.68 10.375
061075141 BANKONE OPT1 OPT1 OH CR A IRVINE TN 381276100 99,750.00 905.00 10.400
061075261 BANKONE OPT1 OPT1 OH CR A IRVINE KY 41501 91,000.00 834.45 10.530
061075324 BANKONE OPT1 OPT1 OH CR A IRVINE OH 450111718 86,925.00 914.24 12.300
061075762 BANKONE OPT1 OPT1 OH CR A IRVINE OH 446464574 75,905.00 695.55 10.850
061076493 BANKONE OPT1 OPT1 OH CR A IRVINE KY 41095 105,000.00 978.18 10.725
061076631 BANKONE OPT1 OPT1 OH CR A IRVINE OH 431108382 224,000.00 1,888.90 9.925
101062736 BANKONE OPT1 OPT1 OH NS A IRVINE TX 750886815 196,750.00 1,940.90 11.450
101063704 BANKONE OPT1 OPT1 OH NS A IRVINE TX 752033333 71,250.00 651.75 10.500
111002774 BANKONE OPT1 OPT1 OH CR A IRVINE HI 96738 538,000.00 3,882.78 8.350
121051655 BANKONE OPT1 OPT1 OH CR A IRVINE WI 53144 179,000.00 1,464.81 9.190
141057716 BANKONE OPT1 OPT1 OH CR A IRVINE NY 144241351 112,280.00 940.02 9.450
141057815 BANKONE OPT1 OPT1 OH CR A IRVINE CT 067061448 201,400.00 1,700.83 9.550
151039315 BANKONE OPT1 OPT1 OH CR A IRVINE NJ 077481316 323,000.00 2,679.47 9.750
161051896 BANKONE OPT1 OPT1 OH CR A IRVINE NH 03223 403,750.00 2,990.77 8.100
171038033 BANKONE OPT1 OPT1 OH CR A IRVINE CO 806027939 274,900.00 1,766.24 7.710
171038042 BANKONE OPT1 OPT1 OH CR A IRVINE AZ 852966047 236,094.00 1,581.65 7.660
171038185 BANKONE OPT1 OPT1 OH CR A IRVINE AZ 853262147 198,760.00 1,556.95 9.400
191034824 BANKONE OPT1 OPT1 OH CR A IRVINE ID 833385469 288,000.00 2,024.14 8.100
211049639 BANKONE OPT1 OPT1 OH CR A IRVINE VA 225461334 250,000.00 1,843.75 8.850
211050472 BANKONE OPT1 OPT1 OH CR A IRVINE VA 238032739 51,015.00 513.00 11.700
211050596 BANKONE OPT1 OPT1 OH CR A IRVINE GA 301262964 310,000.00 2,535.33 9.600
211050619 BANKONE OPT1 OPT1 OH CR A IRVINE GA 300585422 118,750.00 988.13 9.380
211051563 BANKONE OPT1 OPT1 OH CR A IRVINE VA 229232805 228,000.00 1,671.39 7.990
211051920 BANKONE OPT1 OPT1 OH CR A IRVINE VA 226015305 237,500.00 2,061.45 9.870
231087431 BANKONE OPT1 OPT1 OH CR A IRVINE NJ 073042633 498,750.00 4,618.29 10.650
231087526 BANKONE OPT1 OPT1 OH CR A IRVINE CT 060825672 247,000.00 1,903.36 8.990
231087764 BANKONE OPT1 OPT1 OH CR A IRVINE CT 060822103 185,250.00 1,544.18 9.400
231087849 BANKONE OPT1 OPT1 OH CR A IRVINE VT 058749686 294,500.00 2,401.47 9.150
231088595 BANKONE OPT1 OPT1 OH CR A IRVINE RI 028611128 194,000.00 1,595.99 9.250
231088702 BANKONE OPT1 OPT1 OH CR A IRVINE MA 011082910 204,250.00 1,522.99 8.170
231088784 BANKONE OPT1 OPT1 OH CR A IRVINE CT 065173922 190,000.00 1,487.95 8.700
231089013 BANKONE OPT1 OPT1 OH CR A IRVINE CT 060512732 233,700.00 2,223.81 10.990
231089171 BANKONE OPT1 OPT1 OH CR A IRVINE CT 06114 228,000.00 1,585.31 8.000
231089183 BANKONE OPT1 OPT1 OH CR A IRVINE MA 013319401 313,500.00 2,410.54 8.500
331050095 BANKONE OPT1 OPT1 OH CR A IRVINE NJ 075101512 315,400.00 2,738.77 9.875
331050140 BANKONE OPT1 OPT1 OH CR A IRVINE NJ 071091713 228,000.00 2,042.26 10.245
331050578 BANKONE OPT1 OPT1 OH CR A IRVINE NJ 070052314 432,250.00 3,234.72 8.700
341037786 BANKONE OPT1 OPT1 OH CR A IRVINE NC 286119137 50,350.00 487.12 11.200
341038032 BANKONE OPT1 OPT1 OH CR A IRVINE NC 282736963 159,600.00 1,298.56 9.125
371037860 BANKONE OPT1 OPT1 OH CR A IRVINE MI 48071 126,000.00 1,007.03 8.925
381030394 BANKONE OPT1 OPT1 OH CR A IRVINE CT 06710 152,000.00 1,212.11 8.900
411000940 BANKONE OPT1 OPT1 OH CR A IRVINE HI 967071635 455,000.00 3,259.65 8.280
411001247 BANKONE OPT1 OPT1 OH CR A IRVINE NV 891565661 208,050.00 1,607.10 8.550
411001370 BANKONE OPT1 OPT1 OH CR A IRVINE CA 925554206 522,500.00 3,617.68 7.400
411001687 BANKONE OPT1 OPT1 OH CR A IRVINE NC 270217306 142,785.00 1,057.08 8.595
421000307 BANKONE OPT1 OPT1 OH CR A IRVINE GA 30240 77,400.00 753.52 11.280
421001416 BANKONE OPT1 OPT1 OH CR A IRVINE SC 299108007 185,250.00 1,483.90 8.950
421001774 BANKONE OPT1 OPT1 OH CR A IRVINE FL 336254942 201,000.00 1,934.96 11.430
511052050 BANKONE OPT1 OPT1 OH CR A IRVINE AZ 85379 436,158.00 3,609.66 9.725
511052369 BANKONE OPT1 OPT1 OH CR A IRVINE CA 922237062 484,000.00 3,566.60 8.550
511052910 BANKONE OPT1 OPT1 OH CR A IRVINE FL 344737914 159,254.00 1,391.69 9.950
511052948 BANKONE OPT1 OPT1 OH CR A IRVINE MO 64114 171,950.00 1,422.17 9.925
511053249 BANKONE OPT1 OPT1 OH CR A IRVINE IL 61061 123,500.00 1,039.46 10.100
521048986 BANKONE OPT1 OPT1 OH CR A IRVINE IL 601483818 293,550.00 2,315.31 9.225
551024001 BANKONE OPT1 OPT1 OH CR A IRVINE TX 782073728 66,500.00 629.78 10.930
551024092 BANKONE OPT1 OPT1 OH CR A IRVINE TX 782073410 66,500.00 629.78 10.930
551025496 BANKONE OPT1 OPT1 OH CR A IRVINE TX 769014440 106,400.00 1,025.99 11.450
581014695 BANKONE OPT1 OPT1 OH CR A IRVINE CA 94954 757,150.00 5,207.82 7.900
611025838 BANKONE OPT1 OPT1 OH CR A IRVINE NY 117223833 346,600.00 2,252.90 7.800
611026205 BANKONE OPT1 OPT1 OH CR A IRVINE FL 330682528 304,000.00 2,170.98 8.250
671016791 BANKONE OPT1 OPT1 OH CR A IRVINE CA 951102918 640,000.00 3,920.00 7.350
741017951 BANKONE OPT1 OPT1 OH NS A IRVINE AL 366072805 59,375.00 518.87 9.950
831068716 BANKONE OPT1 OPT1 OH CR A IRVINE IL 60433 220,000.00 1,528.04 7.990
831072181 BANKONE OPT1 OPT1 OH CR A IRVINE CA 94521 598,500.00 3,366.56 6.750
841023136 BANKONE OPT1 OPT1 OH CR A IRVINE MI 482284947 107,825.00 811.03 8.750
031044729 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 902782009 749,000.00 5,605.11 8.700
031045624 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 92371 323,000.00 2,220.63 8.250
031045676 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 923088012 254,000.00 1,799.17 8.500
031045907 CITIGMR OPT1 OPT1 OH CR A IRVINE WA 990199682 222,000.00 1,718.41 9.035
031046036 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 93560 379,855.00 2,342.44 7.400
031046061 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 958342585 381,000.00 2,203.45 6.940
031046116 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 914362916 464,900.00 3,324.04 8.580
031046242 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 935364343 340,000.00 2,125.00 7.500
031046382 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 93535 372,807.00 2,407.71 7.750
051069423 CITIGMR OPT1 OPT1 OH NS A IRVINE GA 303313304 102,850.00 916.34 10.530
051070920 CITIGMR OPT1 OPT1 OH NS A IRVINE TN 37379 270,750.00 2,547.77 10.850
051071426 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30045 113,000.00 1,019.35 10.825
051071492 CITIGMR OPT1 OPT1 OH CR A IRVINE TN 380684536 127,300.00 1,098.38 9.800
051071611 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30024 251,965.00 1,987.31 9.225
051071956 CITIGMR OPT1 OPT1 OH NS A IRVINE GA 303102940 213,750.00 1,789.53 9.450
051072105 CITIGMR OPT1 OPT1 OH CR A IRVINE AL 360931700 194,750.00 1,476.81 8.350
051072425 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30157 129,500.00 1,088.91 9.500
051072941 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30068 123,500.00 924.21 8.700
051073083 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30060 175,000.00 1,274.34 7.920
051073100 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30019 172,500.00 1,410.79 9.600
051073167 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 31322 141,200.00 1,191.92 9.545
051073209 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 313268103 159,000.00 1,419.48 10.205
051073245 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 302881642 280,000.00 2,105.83 9.025
051073315 CITIGMR OPT1 OPT1 OH CR A IRVINE LA 701315143 180,000.00 1,494.53 9.355
051073371 CITIGMR OPT1 OPT1 OH CR A IRVINE AL 35811 89,900.00 818.32 10.440
051073378 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30071 149,900.00 1,311.05 9.960
051073432 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30294 194,320.00 1,638.20 9.530
051073519 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30635 114,000.00 888.14 9.100
051073574 CITIGMR OPT1 OPT1 OH CR A IRVINE LA 703016012 101,100.00 875.29 9.840
051073678 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30038 137,750.00 1,065.20 9.025
051073816 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30035 165,000.00 1,434.60 9.890
051073857 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30281 195,500.00 1,418.35 8.400
051074031 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30127 110,000.00 1,047.56 11.000
051074039 CITIGMR OPT1 OPT1 OH CR A IRVINE LA 700651708 143,000.00 1,097.55 8.950
051074093 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 30326 146,100.00 1,303.99 10.550
051074116 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 303318606 179,500.00 1,426.19 9.300
061070449 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 452232436 54,150.00 505.48 10.750
061072053 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 45239 121,250.00 1,084.72 10.230
061072147 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 470428389 116,500.00 1,020.65 9.980
061072569 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 446419660 159,000.00 1,324.59 9.795
061072983 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 467509707 161,500.00 1,201.39 8.145
061073356 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 471228700 126,825.00 905.96 7.720
061073509 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 44608 140,000.00 1,151.75 9.250
061073758 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 44001 119,000.00 998.82 9.875
061073769 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 432078417 136,000.00 1,098.51 9.470
061073993 CITIGMR OPT1 OPT1 OH CR A IRVINE KY 416358948 91,170.00 781.33 10.100
061074033 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 453731871 100,000.00 918.48 10.550
061074065 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 430628922 155,500.00 1,223.32 8.750
061074079 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 45309 148,000.00 1,386.56 10.795
061074098 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 450142925 153,700.00 1,310.57 10.045
061074143 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 431107987 147,219.00 1,080.75 8.005
061074171 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 451772590 157,750.00 1,361.11 9.800
061074221 CITIGMR OPT1 OPT1 OH CR A IRVINE KY 403539035 106,500.00 788.15 8.090
061074252 CITIGMR OPT1 OPT1 OH CR A IRVINE MO 65721 127,000.00 1,182.66 10.720
061074270 CITIGMR OPT1 OPT1 OH CR A IRVINE IN 467142528 80,000.00 700.58 9.975
061074336 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 431401402 137,100.00 1,105.26 9.450
061074347 CITIGMR OPT1 OPT1 OH CR A IRVINE KY 402281673 193,250.00 1,622.13 9.480
061074366 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 446412107 139,920.00 1,035.96 8.095
061074372 CITIGMR OPT1 OPT1 OH CR A IRVINE KY 407417832 85,000.00 851.49 11.650
061074502 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 44807 100,000.00 890.53 10.175
061074519 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 43206 66,500.00 598.80 10.650
061074523 CITIGMR OPT1 OPT1 OH CR A IRVINE KY 403561341 82,000.00 768.54 10.800
061074645 CITIGMR OPT1 OPT1 OH CR A IRVINE TN 379223655 158,000.00 1,209.29 8.450
061074680 CITIGMR OPT1 OPT1 OH CR A IRVINE TN 37849 127,900.00 995.94 9.095
061074708 CITIGMR OPT1 OPT1 OH CR A IRVINE KY 426331909 80,000.00 738.98 10.620
061074758 CITIGMR OPT1 OPT1 OH CR A IRVINE TN 381351276 289,900.00 2,230.60 8.975
061074820 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 444711638 97,000.00 892.74 10.575
061074880 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 303317103 64,881.00 637.09 11.670
061074888 CITIGMR OPT1 OPT1 OH CR A IRVINE MS 386718003 137,790.00 1,193.96 9.850
061074900 CITIGMR OPT1 OPT1 OH CR A IRVINE TN 385014118 149,000.00 1,263.76 9.600
061074937 CITIGMR OPT1 OPT1 OH CR A IRVINE KY 406019194 157,200.00 1,333.31 9.600
061075003 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 435339784 130,000.00 906.34 8.025
061075012 CITIGMR OPT1 OPT1 OH CR A IRVINE KY 401657987 108,500.00 950.56 9.980
061075112 CITIGMR OPT1 OPT1 OH CR A IRVINE KY 410518313 150,900.00 1,161.08 8.975
061075127 CITIGMR OPT1 OPT1 OH CR A IRVINE IN 462315230 161,000.00 1,195.61 8.625
061075176 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 438309749 70,000.00 687.87 11.400
061075303 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 431108353 118,000.00 1,042.08 10.075
061075321 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 453231436 115,000.00 975.38 9.600
061075374 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 440604248 121,000.00 1,001.40 9.725
061075394 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 432293920 134,900.00 1,129.89 9.455
061075421 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 431409020 199,000.00 1,663.28 9.830
061075528 CITIGMR OPT1 OPT1 OH CR A IRVINE MO 636645603 196,000.00 1,633.79 9.400
061075691 CITIGMR OPT1 OPT1 OH CR A IRVINE TN 380171431 129,500.00 1,130.23 10.300
061075708 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 45205 118,000.00 914.86 8.590
061075896 CITIGMR OPT1 OPT1 OH CR A IRVINE TN 381284309 190,000.00 1,494.91 9.200
061075899 CITIGMR OPT1 OPT1 OH CR A IRVINE KY 400699563 126,000.00 1,030.49 9.600
061075930 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 437019496 265,000.00 1,773.33 7.650
061076268 CITIGMR OPT1 OPT1 OH CR A IRVINE OH 441183611 199,500.00 1,364.74 7.850
101063387 CITIGMR OPT1 OPT1 OH NS A IRVINE TX 76131 120,441.00 1,070.33 10.150
101063744 CITIGMR OPT1 OPT1 OH CR A IRVINE TX 797726722 61,750.00 632.79 11.950
101063874 CITIGMR OPT1 OPT1 OH NS A IRVINE TX 76008 226,100.00 2,369.29 12.250
101064160 CITIGMR OPT1 OPT1 OH CR A IRVINE TX 761161321 133,475.00 1,371.91 11.990
101064192 CITIGMR OPT1 OPT1 OH CR A IRVINE TX 75069 154,840.00 1,568.91 11.800
101064388 CITIGMR OPT1 OPT1 OH CR A IRVINE TX 75211 75,335.00 789.43 12.250
101064568 CITIGMR OPT1 OPT1 OH CR A IRVINE TX 750704789 156,750.00 1,546.30 11.450
101064717 CITIGMR OPT1 OPT1 OH CR A IRVINE TX 75180 157,830.00 1,664.46 12.570
101064916 CITIGMR OPT1 OPT1 OH CR A IRVINE TX 75150 115,000.00 1,054.10 10.525
101064919 CITIGMR OPT1 OPT1 OH CR A IRVINE TX 751656163 132,548.00 1,343.03 11.800
101064930 CITIGMR OPT1 OPT1 OH CR A IRVINE TX 754095113 117,040.00 1,189.49 11.840
101064953 CITIGMR OPT1 OPT1 OH CR A IRVINE TX 75287 77,425.00 778.57 11.700
101065582 CITIGMR OPT1 OPT1 OH CR A IRVINE LA 71106 164,800.00 1,550.78 10.850
101066202 CITIGMR OPT1 OPT1 OH CR A IRVINE TX 751162925 179,300.00 1,338.36 8.675
101066390 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 310719500 215,000.00 1,855.08 9.800
101066473 CITIGMR OPT1 OPT1 OH CR A IRVINE MO 65616 200,000.00 1,696.32 9.600
111002525 CITIGMR OPT1 OPT1 OH CR A IRVINE HI 96732 690,000.00 3,881.25 6.750
111002531 CITIGMR OPT1 OPT1 OH CR A IRVINE HI 967538200 622,000.00 3,842.73 6.950
111002635 CITIGMR OPT1 OPT1 OH CR A IRVINE HI 967975426 505,000.00 3,549.27 8.100
111002727 CITIGMR OPT1 OPT1 OH CR A IRVINE HI 967444837 600,000.00 3,995.00 7.990
111002731 CITIGMR OPT1 OPT1 OH CR A IRVINE HI 96761 710,000.00 5,620.83 9.500
121049969 CITIGMR OPT1 OPT1 OH CR A IRVINE IA 50317 100,700.00 1,024.20 11.850
121050065 CITIGMR OPT1 OPT1 OH NS A IRVINE MN 55352 665,000.00 5,542.57 9.800
121050488 CITIGMR OPT1 OPT1 OH CR A IRVINE WI 532252707 122,550.00 968.48 8.800
121050508 CITIGMR OPT1 OPT1 OH CR A IRVINE WI 53403 101,650.00 810.60 8.900
121050516 CITIGMR OPT1 OPT1 OH CR A IRVINE MN 56097 118,000.00 983.49 9.800
121050652 CITIGMR OPT1 OPT1 OH CR A IRVINE MN 550163234 212,500.00 1,660.44 9.130
121050676 CITIGMR OPT1 OPT1 OH CR A IRVINE WI 549353631 115,900.00 1,006.84 9.880
121050762 CITIGMR OPT1 OPT1 OH CR A IRVINE IA 52351 300,000.00 1,749.96 6.470
121050867 CITIGMR OPT1 OPT1 OH CR A IRVINE MN 55311 166,000.00 1,120.50 8.100
121050995 CITIGMR OPT1 OPT1 OH CR A IRVINE MN 55429 211,850.00 1,232.75 6.450
121051049 CITIGMR OPT1 OPT1 OH CR A IRVINE WI 54935 209,000.00 1,915.17 10.850
121051080 CITIGMR OPT1 OPT1 OH CR A IRVINE MN 55113 263,000.00 2,300.55 10.325
121051120 CITIGMR OPT1 OPT1 OH CR A IRVINE WI 54822 135,000.00 1,145.51 9.605
121051128 CITIGMR OPT1 OPT1 OH CR A IRVINE WI 53597 224,400.00 1,645.00 7.990
121051288 CITIGMR OPT1 OPT1 OH CR A IRVINE WI 535491741 170,000.00 1,392.39 9.200
121051410 CITIGMR OPT1 OPT1 OH CR A IRVINE WI 542419330 83,000.00 782.60 10.875
121051524 CITIGMR OPT1 OPT1 OH CR A IRVINE WI 548247300 135,000.00 1,145.02 9.600
141057350 CITIGMR OPT1 OPT1 OH CR A IRVINE NY 115522139 508,000.00 3,069.17 7.250
141057352 CITIGMR OPT1 OPT1 OH CR A IRVINE NY 121893805 156,700.00 1,491.11 10.990
141057610 CITIGMR OPT1 OPT1 OH CR A IRVINE CT 063391619 108,000.00 945.78 9.975
151036272 CITIGMR OPT1 OPT1 OH CR A IRVINE PA 195188758 372,000.00 2,974.48 8.930
151037744 CITIGMR OPT1 OPT1 OH CR A IRVINE PA 18015 100,035.00 896.41 10.250
151038549 CITIGMR OPT1 OPT1 OH NS A IRVINE PA 196072966 209,000.00 1,624.84 8.620
151038871 CITIGMR OPT1 OPT1 OH CR A IRVINE NJ 086183834 104,000.00 1,105.91 12.450
151038879 CITIGMR OPT1 OPT1 OH CR A IRVINE MD 212063640 153,000.00 1,450.83 11.250
151039236 CITIGMR OPT1 OPT1 OH CR A IRVINE NJ 089011655 335,000.00 2,671.42 8.900
151039289 CITIGMR OPT1 OPT1 OH CR A IRVINE PA 184365718 196,825.00 1,725.83 9.990
151039303 CITIGMR OPT1 OPT1 OH CR A IRVINE NJ 087315330 440,000.00 3,667.26 9.800
151039428 CITIGMR OPT1 OPT1 OH CR A IRVINE PA 166015349 112,500.00 1,048.05 10.725
151039432 CITIGMR OPT1 OPT1 OH CR A IRVINE PA 156131076 89,900.00 874.87 11.275
151039669 CITIGMR OPT1 OPT1 OH CR A IRVINE MD 212361522 360,000.00 2,672.99 8.125
151039887 CITIGMR OPT1 OPT1 OH CR A IRVINE NJ 080929651 406,000.00 3,263.85 8.990
161050712 CITIGMR OPT1 OPT1 OH CR A IRVINE MA 011092505 195,000.00 1,669.69 10.275
161051224 CITIGMR OPT1 OPT1 OH CR A IRVINE MA 01506 185,250.00 1,536.76 9.750
161051270 CITIGMR OPT1 OPT1 OH CR A IRVINE MA 027671023 343,900.00 2,693.88 9.400
161051302 CITIGMR OPT1 OPT1 OH CR A IRVINE MA 023010933 179,550.00 1,562.43 9.900
161051555 CITIGMR OPT1 OPT1 OH CR A IRVINE MA 021891960 212,500.00 1,935.88 10.450
161051726 CITIGMR OPT1 OPT1 OH CR A IRVINE MA 023682459 356,000.00 2,445.97 7.890
161051790 CITIGMR OPT1 OPT1 OH CR A IRVINE MA 018445618 316,000.00 2,857.17 10.850
161052108 CITIGMR OPT1 OPT1 OH CR A IRVINE MA 017522370 346,750.00 2,592.84 8.200
171035599 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 852593986 425,000.00 3,507.36 9.695
171035679 CITIGMR OPT1 OPT1 OH CR A IRVINE FL 34668 118,750.00 1,104.05 10.700
171035777 CITIGMR OPT1 OPT1 OH CR A IRVINE NV 891073708 400,000.00 3,099.31 9.045
171035896 CITIGMR OPT1 OPT1 OH CR A IRVINE NV 890741203 360,000.00 2,958.29 9.650
171035916 CITIGMR OPT1 OPT1 OH CR A IRVINE NV 891190392 172,000.00 1,333.37 9.050
171035919 CITIGMR OPT1 OPT1 OH CR A IRVINE NV 89156 240,000.00 2,058.00 10.290
171035988 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 857571419 284,876.00 2,407.87 9.560
171036081 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 850413957 225,000.00 1,715.72 8.410
171036176 CITIGMR OPT1 OPT1 OH CR A IRVINE NV 891087030 199,900.00 1,534.26 8.950
171036409 CITIGMR OPT1 OPT1 OH CR A IRVINE NV 891172330 289,000.00 2,227.01 8.990
171036623 CITIGMR OPT1 OPT1 OH CR A IRVINE NV 890310512 272,000.00 2,004.37 8.550
171036802 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 853538340 269,000.00 2,094.66 9.095
171036975 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 852328039 179,351.00 1,137.23 7.609
171037182 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 857469695 335,350.00 2,755.73 9.650
171037374 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 850372636 235,000.00 1,704.92 8.400
171037392 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 852966077 260,999.00 2,077.77 9.320
171037393 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 850412243 171,480.00 1,602.02 10.760
171038383 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 853735057 262,250.00 2,288.82 10.300
171038456 CITIGMR OPT1 OPT1 OH CR A IRVINE NV 890019800 225,000.00 1,578.82 8.085
171038464 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 853386052 283,535.00 2,030.19 8.275
171038540 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 857105200 206,150.00 1,816.74 10.050
171038919 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 863277213 347,778.00 2,589.30 8.650
171038945 CITIGMR OPT1 OPT1 OH CR A IRVINE LA 70726 121,980.00 1,134.08 10.700
171039018 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 853082807 223,000.00 2,106.85 10.900
171039055 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 852032520 340,000.00 2,650.54 8.650
191033411 CITIGMR OPT1 OPT1 OH CR A IRVINE AZ 85223 126,350.00 931.83 8.850
191033549 CITIGMR OPT1 OPT1 OH CR A IRVINE OR 978180000 104,900.00 920.50 10.360
191034082 CITIGMR OPT1 OPT1 OH NS A IRVINE WA 990049511 315,000.00 2,176.13 8.290
191034291 CITIGMR OPT1 OPT1 OH CR A IRVINE WA 98570 167,000.00 1,359.30 9.550
191034364 CITIGMR OPT1 OPT1 OH CR A IRVINE WA 98408 308,750.00 2,357.84 8.900
191034373 CITIGMR OPT1 OPT1 OH CR A IRVINE MT 596010340 203,000.00 1,498.82 8.860
191034391 CITIGMR OPT1 OPT1 OH CR A IRVINE WA 982702623 264,000.00 1,985.73 8.750
191034664 CITIGMR OPT1 OPT1 OH CR A IRVINE WA 982739166 482,000.00 3,856.00 9.600
191034860 CITIGMR OPT1 OPT1 OH CR A IRVINE WA 983744675 252,510.30 1,727.37 7.850
191034922 CITIGMR OPT1 OPT1 OH CR A IRVINE WA 982082259 258,000.00 1,978.00 9.200
191034958 CITIGMR OPT1 OPT1 OH CR A IRVINE ID 836425679 194,000.00 1,556.44 9.400
191034980 CITIGMR OPT1 OPT1 OH CR A IRVINE WA 992235548 110,950.00 890.14 9.400
191035059 CITIGMR OPT1 OPT1 OH CR A IRVINE WA 980522317 699,500.00 5,653.52 9.050
191035145 CITIGMR OPT1 OPT1 OH CR A IRVINE WA 993239717 167,000.00 1,127.25 8.100
191035151 CITIGMR OPT1 OPT1 OH CR A IRVINE ID 836512324 120,650.00 1,135.32 10.850
191035158 CITIGMR OPT1 OPT1 OH CR A IRVINE ID 833182812 160,000.00 1,298.93 9.100
191035364 CITIGMR OPT1 OPT1 OH CR A IRVINE MT 597186484 393,000.00 3,016.33 8.950
211047120 CITIGMR OPT1 OPT1 OH CR A IRVINE VA 241014220 199,900.00 1,677.22 9.475
211047764 CITIGMR OPT1 OPT1 OH NS A IRVINE NC 284290000 114,950.00 996.05 9.850
211048073 CITIGMR OPT1 OPT1 OH NS A IRVINE VA 234308112 598,500.00 4,483.76 8.990
211049429 CITIGMR OPT1 OPT1 OH CR A IRVINE VA 237044235 147,000.00 1,248.24 10.000
211049444 CITIGMR OPT1 OPT1 OH CR A IRVINE SC 29577 506,000.00 4,262.11 9.520
211049870 CITIGMR OPT1 OPT1 OH CR A IRVINE FL 321645578 222,000.00 1,576.20 8.520
211050115 CITIGMR OPT1 OPT1 OH CR A IRVINE MD 207833447 175,000.00 1,548.07 10.450
211050638 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 303498622 153,572.00 1,324.56 10.350
211050687 CITIGMR OPT1 OPT1 OH CR A IRVINE MD 212155615 122,000.00 1,203.50 11.450
211050801 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 303446530 154,000.00 1,302.58 10.150
211051033 CITIGMR OPT1 OPT1 OH CR A IRVINE NC 272848831 166,250.00 1,400.95 9.525
211051084 CITIGMR OPT1 OPT1 OH CR A IRVINE MD 207204642 435,000.00 3,169.12 8.440
211051192 CITIGMR OPT1 OPT1 OH CR A IRVINE SC 29483 222,000.00 1,710.71 8.990
211051200 CITIGMR OPT1 OPT1 OH CR A IRVINE MD 212202434 124,000.00 1,218.51 11.400
211051221 CITIGMR OPT1 OPT1 OH CR A IRVINE GA 300945163 107,000.00 1,016.97 10.975
211051550 CITIGMR OPT1 OPT1 OH CR A IRVINE MD 212347922 143,000.00 1,345.64 10.850
211051592 CITIGMR OPT1 OPT1 OH CR A IRVINE MD 207486335 142,000.00 1,384.59 11.300
211051860 CITIGMR OPT1 OPT1 OH CR A IRVINE FL 322188671 194,100.00 1,786.40 10.575
211051886 CITIGMR OPT1 OPT1 OH CR A IRVINE MD 219191121 245,000.00 2,180.89 10.170
211052200 CITIGMR OPT1 OPT1 OH CR A IRVINE SC 299364786 172,250.00 1,530.56 10.500
231086663 CITIGMR OPT1 OPT1 OH CR A IRVINE MA 013641122 165,000.00 1,466.32 10.150
231087209 CITIGMR OPT1 OPT1 OH CR A IRVINE PA 191463722 90,000.00 916.76 11.870
231087309 CITIGMR OPT1 OPT1 OH CR A IRVINE ME 040304613 160,550.00 1,408.94 10.000
231087720 CITIGMR OPT1 OPT1 OH CR A IRVINE MA 023462442 208,650.00 1,935.17 10.670
231087761 CITIGMR OPT1 OPT1 OH CR A IRVINE RI 029053724 232,000.00 1,753.92 8.800
231087815 CITIGMR OPT1 OPT1 OH CR A IRVINE PA 188489512 125,000.00 1,049.67 9.880
231087823 CITIGMR OPT1 OPT1 OH CR A IRVINE RI 028794001 267,800.00 2,300.82 9.750
231087852 CITIGMR OPT1 OPT1 OH CR A IRVINE MA 01119 169,000.00 1,414.27 9.445
231087924 CITIGMR OPT1 OPT1 OH CR A IRVINE VT 056413806 472,600.00 3,120.45 6.925
231087932 CITIGMR OPT1 OPT1 OH CR A IRVINE CT 061061313 247,900.00 2,422.83 11.330
231087953 CITIGMR OPT1 OPT1 OH CR A IRVINE CT 064181101 111,000.00 1,027.83 10.650
231088886 CITIGMR OPT1 OPT1 OH CR A IRVINE NH 031061445 274,000.00 2,109.31 8.980
231089032 CITIGMR OPT1 OPT1 OH CR A IRVINE RI 029201833 300,200.00 2,281.02 8.850
231089155 CITIGMR OPT1 OPT1 OH CR A IRVINE CT 06320 355,000.00 2,642.08 8.150
271029733 CITIGMR OPT1 OPT1 OH CR A IRVINE MO 631362023 95,190.00 835.36 10.000
271029994 CITIGMR OPT1 OPT1 OH CR A IRVINE AL 352158020 104,500.00 903.80 10.200
291007078 CITIGMR OPT1 OPT1 OH NS A IRVINE OH 452401531 150,000.00 1,195.29 9.330
291007145 CITIGMR OPT1 OPT1 OH CR A IRVINE PA 161481536 99,750.00 1,033.73 12.100
291007348 CITIGMR OPT1 OPT1 OH CR A IRVINE MS 386188147 114,000.00 1,038.54 10.450
291007808 CITIGMR OPT1 OPT1 OH NS A IRVINE GA 301075197 252,000.00 1,869.00 8.900
321037224 CITIGMR OPT1 OPT1 OH CR A IRVINE CO 806314222 66,120.00 637.18 11.150
321037704 CITIGMR OPT1 OPT1 OH CR A IRVINE UT 84003 244,988.00 1,908.62 9.100
321038016 CITIGMR OPT1 OPT1 OH CR A IRVINE CO 800137402 369,786.00 2,178.12 6.550
321038300 CITIGMR OPT1 OPT1 OH CR A IRVINE CO 800228868 254,855.00 1,393.21 6.560
321038306 CITIGMR OPT1 OPT1 OH CR A IRVINE CO 806407631 155,000.00 1,248.97 9.445
321038491 CITIGMR OPT1 OPT1 OH CR A IRVINE UT 840435568 520,000.00 4,007.08 8.990
321038549 CITIGMR OPT1 OPT1 OH CR A IRVINE UT 84021 133,000.00 1,132.92 9.650
321038610 CITIGMR OPT1 OPT1 OH CR A IRVINE UT 840784002 207,100.00 1,526.85 8.050
321038735 CITIGMR OPT1 OPT1 OH CR A IRVINE CO 80134 216,500.00 1,410.34 7.410
321038736 CITIGMR OPT1 OPT1 OH CR A IRVINE CO 800227103 220,000.00 1,514.99 7.345
321038791 CITIGMR OPT1 OPT1 OH CR A IRVINE NV 89086 383,771.00 2,790.07 8.420
321038843 CITIGMR OPT1 OPT1 OH CR A IRVINE CO 800229577 272,780.00 2,175.25 8.900
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321038974 CITIGMR OPT1 OPT1 OH CR A IRVINE CO 800153018 409,000.00 3,423.29 9.845
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511052441 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 368,570.00 1,873.56 6.100
511052451 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 380,000.00 2,501.67 7.900
511052460 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 900195822 627,000.00 4,501.36 8.300
511052564 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 346,879.00 1,994.55 6.900
511052568 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 366,779.00 2,258.32 6.250
511052580 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 387,136.00 1,855.03 5.750
511052598 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 281,042.00 1,580.86 6.750
511052608 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 396,335.00 2,278.93 6.900
511052681 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 270,900.00 2,079.20 8.950
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511052765 CITIGMR OPT1 OPT1 OH XX X XXXXXX TN 370874617 170,000.00 1,304.77 8.950
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511052851 CITIGMR OPT1 OPT1 OH XX X XXXXXX CO 805261122 179,500.00 1,302.27 8.400
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511052930 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 925031050 430,000.00 3,135.42 8.750
511052947 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 307,569.00 2,047.90 7.990
511053051 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 907101102 650,000.00 4,753.12 8.775
511053096 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 926274016 802,000.00 5,680.83 8.500
511053117 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 111,000.00 997.75 10.630
511053216 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 520,990.00 3,201.92 7.375
511053268 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 155,100.00 1,195.19 8.990
511053271 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 917094215 549,000.00 3,813.14 7.990
511053285 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 328,422.00 1,614.74 5.900
511053286 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 380,793.00 1,864.30 5.875
511053287 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 397,890.00 2,155.24 6.500
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511053756 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 920576136 444,000.00 3,104.51 7.500
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521042901 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 461429132 173,000.00 1,515.64 9.980
521044111 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 462362855 85,000.00 798.58 10.830
521044379 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 462356122 127,000.00 897.75 8.154
521044479 CITIGMR OPT1 OPT1 OH NS A IRVINE IL 601772921 192,000.00 1,526.99 9.310
521044585 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 462013074 179,900.00 1,406.22 9.380
521044694 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 468189202 107,000.00 907.53 9.600
521044796 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 463078019 157,900.00 1,224.67 9.055
521044833 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 462353627 168,629.00 1,294.22 8.480
521044851 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 468155851 194,245.00 1,540.33 9.280
521044995 CITIGMR OPT1 OPT1 OH NS A IRVINE MO 640797504 122,500.00 1,182.82 11.175
521045121 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 463243015 81,400.00 765.37 10.840
521045724 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 463682265 145,000.00 1,230.89 9.610
521045759 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 462597690 173,565.00 1,395.29 8.990
521045915 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 479050634 159,325.00 1,265.95 8.860
521045918 CITIGMR OPT1 OPT1 OH XX X XXXXXX IN 463043013 109,250.00 1,106.97 11.800
521046041 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 462295515 136,707.00 1,114.27 9.145
521046073 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 462597714 286,158.00 2,308.67 9.030
521046225 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 461122401 134,995.00 974.59 7.830
521046257 CITIGMR OPT1 OPT1 OH NS A IRVINE IL 606175208 111,150.00 938.67 9.550
521046352 CITIGMR OPT1 OPT1 OH XX X XXXXXX IL 601392982 148,200.00 1,066.20 8.320
521047040 CITIGMR OPT1 OPT1 OH XX X XXXXXX IL 605174504 275,500.00 2,226.65 9.050
521047055 CITIGMR OPT1 OPT1 OH XX X XXXXXX MO 630422134 114,475.00 991.93 9.850
521047129 CITIGMR OPT1 OPT1 OH XX X XXXXXX MO 630702039 152,950.00 1,412.83 10.620
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521047390 CITIGMR OPT1 OPT1 OH XX X XXXXXX IN 474019420 194,750.00 1,525.15 8.700
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521047669 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 139,000.00 1,193.08 10.300
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521048056 CITIGMR OPT1 OPT1 OH XX X XXXXXX IN 465619079 179,655.00 1,613.23 10.275
521048092 CITIGMR OPT1 OPT1 OH XX X XXXXXX IL 605043289 325,000.00 2,813.76 9.840
521048157 CITIGMR OPT1 OPT1 OH XX X XXXXXX IL 611095004 150,445.00 1,308.05 9.890
521048174 CITIGMR OPT1 OPT1 OH XX X XXXXXX IN 460489504 110,600.00 936.04 9.575
521048297 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 117,000.00 1,112.01 10.975
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521048400 CITIGMR OPT1 OPT1 OH XX X XXXXXX MO 633663714 141,000.00 1,442.21 11.925
521048413 CITIGMR OPT1 OPT1 OH XX X XXXXXX IL 606193110 223,250.00 1,716.60 8.500
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521048600 CITIGMR OPT1 OPT1 OH XX X XXXXXX IL 601071385 185,000.00 1,698.92 10.875
521048604 CITIGMR OPT1 OPT1 OH XX X XXXXXX IL 600627150 220,006.80 1,868.18 10.000
521048755 CITIGMR OPT1 OPT1 OH XX X XXXXXX MO 630126275 155,000.00 1,443.98 10.725
521048763 CITIGMR OPT1 OPT1 OH XX X XXXXXX IL 600081660 234,650.00 1,812.58 8.550
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521049278 CITIGMR OPT1 OPT1 OH XX X XXXXXX IN 461689154 152,500.00 1,315.81 9.800
521049483 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 495194062 118,750.00 1,033.35 9.900
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551022424 CITIGMR OPT1 OPT1 OH XX X XXXXXX OK 731693702 362,303.40 3,436.62 10.950
551022431 CITIGMR OPT1 OPT1 OH XX X XXXXXX OK 730713001 82,000.00 724.46 10.080
551022834 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 481809312 280,500.00 2,152.88 8.950
551023469 CITIGMR OPT1 OPT1 OH XX X XXXXXX TX 775458828 144,444.00 1,222.48 9.575
551023574 CITIGMR OPT1 OPT1 OH XX X XXXXXX TX 760142722 95,950.00 983.26 11.950
551023640 CITIGMR OPT1 OPT1 OH XX X XXXXXX TX 780456496 160,246.00 1,232.15 8.500
551024053 CITIGMR OPT1 OPT1 OH XX X XXXXXX TX 750687643 158,248.00 1,331.21 9.505
551024330 CITIGMR OPT1 OPT1 OH XX X XXXXXX TX 754542657 215,600.00 1,537.14 7.700
551024465 CITIGMR OPT1 OPT1 OH XX X XXXXXX OK 730895500 243,000.00 1,924.71 8.825
551024521 CITIGMR OPT1 OPT1 OH XX X XXXXXX TX 781307023 159,000.00 1,468.72 10.620
551024553 CITIGMR OPT1 OPT1 OH XX X XXXXXX TX 750525123 124,450.00 1,328.20 12.500
551024562 CITIGMR OPT1 OPT1 OH XX X XXXXXX TX 761405759 116,390.00 1,043.43 10.600
551024633 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 170,485.00 1,737.24 11.875
551024668 CITIGMR OPT1 OPT1 OH XX X XXXXXX OK 730869407 189,500.00 1,528.85 9.030
551025050 CITIGMR OPT1 OPT1 OH XX X XXXXXX OK 748579239 232,000.00 1,879.26 9.075
551025105 CITIGMR OPT1 OPT1 OH XX X XXXXXX OK 731626604 133,000.00 1,055.82 8.850
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551025502 CITIGMR OPT1 OPT1 OH XX X XXXXXX TX 774331918 114,155.00 1,001.79 10.000
551025524 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 126,000.00 1,166.73 10.650
551025600 CITIGMR OPT1 OPT1 OH XX X XXXXXX TX 760582916 180,000.00 1,579.63 10.000
551025794 CITIGMR OPT1 OPT1 OH XX X XXXXXX MO 648349447 106,400.00 1,082.17 11.850
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581013131 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 945532154 351,500.00 2,475.15 8.450
581013416 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 955621547 200,450.00 1,916.51 11.050
581013470 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 919151930 513,000.00 3,035.25 7.100
581013481 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 936301575 275,500.00 1,935.39 8.430
581013515 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 958285150 323,000.00 2,086.04 7.750
581013592 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 919781115 560,000.00 3,551.33 7.610
581013651 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 945101417 617,500.00 4,090.94 7.950
581013818 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 945192556 460,750.00 3,340.44 8.700
581013916 CITIGMR OPT1 OPT1 OH XX X XXXXXX NV 897016002 210,900.00 1,594.40 8.800
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581014344 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 936387818 519,500.00 3,091.03 7.140
581014442 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 945333710 435,000.00 2,084.38 5.750
581014473 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 956875728 424,000.00 2,738.33 7.750
581014490 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 945334727 415,000.00 2,438.12 7.050
581014529 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 941213221 850,000.00 5,277.08 7.450
581014599 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 958262429 453,000.00 2,453.75 6.500
581014631 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 958254510 175,000.00 1,311.04 8.990
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581014947 CITIGMR OPT1 OPT1 OH CR A IRVINE CA 960031907 266,000.00 1,914.86 7.800
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761017243 CITIGMR OPT1 OPT1 OH NS A IRVINE GA 307216458 134,900.00 1,450.21 12.600
761017667 CITIGMR OPT1 OPT1 OH NS A XXXXXX XX 00000 50,000.00 511.51 12.180
791006993 CITIGMR OPT1 OPT1 OH NS A IRVINE MO 638691003 84,550.00 859.94 11.850
791007167 CITIGMR OPT1 OPT1 OH XX X XXXXXX VA 226014244 230,000.00 2,318.12 11.730
831069396 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 313,500.00 2,262.55 8.350
831069615 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 377,000.00 2,871.81 8.875
831070026 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 236,550.00 1,888.64 9.350
831070070 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 465,000.00 3,172.29 7.825
831070255 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 518,000.00 3,604.42 8.350
831070256 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 600,000.00 3,995.00 7.990
831073189 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 465,000.00 2,476.13 6.390
841014531 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 462396928 129,745.00 1,092.05 9.905
841016304 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 461316927 131,755.00 1,079.62 9.205
841018799 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 481252303 123,500.00 1,232.44 11.600
841018975 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 494248622 200,450.00 1,641.80 9.200
841020006 CITIGMR OPT1 OPT1 OH NS A XXXXXX XX 00000 251,011.00 2,061.37 9.230
841020286 CITIGMR OPT1 OPT1 OH NS A IRVINE MI 481012381 214,000.00 1,723.55 9.440
841020319 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 481411247 100,225.00 1,050.25 12.250
841020412 CITIGMR OPT1 OPT1 OH NS A IRVINE IN 461480000 169,900.00 1,516.41 10.550
841021040 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 480743000 113,905.00 1,037.68 10.450
841021237 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 492034903 206,150.00 1,433.39 8.000
841021506 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 480667423 128,725.00 1,276.72 11.520
841021822 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 489179238 163,400.00 1,237.81 8.820
841022196 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 492018553 161,500.00 1,362.50 9.930
841022845 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 492031653 90,000.00 828.32 10.575
841022855 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 481281051 155,000.00 1,378.02 10.155
841022989 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 481251912 117,000.00 1,007.36 9.775
841023215 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 480214013 92,000.00 885.66 11.430
841023855 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 490171629 93,955.00 742.87 9.250
841024239 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 485323227 155,900.00 1,293.86 9.350
841024349 CITIGMR OPT1 OPT1 OH XX X XXXXXX MI 481588669 158,000.00 1,265.62 8.950
871006088 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 311,000.00 2,581.09 9.350
871006966 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 235,000.00 1,796.13 8.435
871006979 CITIGMR OPT1 OPT1 OH XX X XXXXXX NJ 070731148 377,000.00 3,379.78 10.600
961072493 CITIGMR OPT1 OPT1 OH XX X XXXXXX XX 00000 296,000.00 2,146.21 7.875
031045730 XXXXXXX OPT1 OPT1 OH XX X XXXXXX WA 984672933 401,850.00 3,423.04 9.650
031045766 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 354,807.00 1,892.30 6.400
031045771 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 360,810.00 2,101.72 6.990
031045778 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 253,500.00 1,763.94 8.350
031045825 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 283,955.00 2,011.35 8.500
031045836 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 280,000.00 1,791.08 7.250
031045957 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 934542513 389,990.00 2,486.19 7.650
031046011 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 542,450.00 3,690.54 7.800
031046303 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 416,490.00 2,169.22 6.250
031046337 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 394,250.00 3,116.57 9.248
051071146 XXXXXXX OPT1 OPT1 OH XX X XXXXXX LA 701182207 160,650.00 1,475.54 10.550
051071424 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 97,850.00 792.96 9.080
051071548 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 166,000.00 1,597.18 11.130
051071988 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 515,000.00 4,125.29 8.950
051072310 XXXXXXX OPT1 OPT1 OH XX X XXXXXX GA 313134532 64,600.00 624.98 11.200
051072545 XXXXXXX OPT1 OPT1 OH XX X XXXXXX LA 700652426 118,750.00 976.93 9.250
051072671 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 161,500.00 1,242.02 8.970
051072925 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 125,000.00 1,032.42 9.295
051073184 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 189,000.00 1,572.01 9.375
051073638 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 136,500.00 1,175.25 9.775
051073746 XXXXXXX OPT1 XXX0 XX XX X XXXXXX XX 00000 179,500.00 1,538.23 9.720
051073777 XXXXXXX OPT1 OPT1 OH XX X XXXXXX GA 300582989 163,400.00 1,270.79 8.624
051073814 XXXXXXX OPT1 OPT1 OH XX X XXXXXX LA 700312249 190,000.00 1,621.94 9.675
051073837 XXXXXXX OPT1 OPT1 OH XX X XXXXXX LA 704334546 400,710.00 2,926.31 7.950
051073901 XXXXXXX OPT1 OPT1 OH XX X XXXXXX GA 317634454 156,000.00 1,207.81 8.575
051074009 XXXXXXX OPT1 XXX0 XX XX X XXXXXX XX 00000 161,500.00 1,206.11 8.680
051074073 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 248,900.00 1,996.90 9.400
051074088 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 190,000.00 1,470.37 8.570
051074092 XXXXXXX OPT1 OPT1 OH XX X XXXXXX LA 707148020 157,000.00 1,326.45 9.555
051074219 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 202,000.00 1,604.96 9.300
051074244 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 237,500.00 1,910.98 9.000
051074288 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 155,000.00 1,332.26 9.755
051074315 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 156,750.00 1,140.19 8.425
051074381 XXXXXXX OPT1 OPT1 OH XX X XXXXXX LA 704013431 318,250.00 2,537.85 8.900
051074395 XXXXXXX OPT1 OPT1 OH XX X XXXXXX LA 700563020 149,000.00 1,357.39 10.450
051074434 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 242,000.00 1,881.55 9.330
051074489 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 389,500.00 3,050.30 8.700
051074509 XXXXXXX OPT1 OPT1 OH XX X XXXXXX LA 708151084 152,500.00 1,360.89 10.200
051074523 XXXXXXX OPT1 OPT1 OH XX X XXXXXX LA 708103322 92,000.00 824.77 10.600
051074539 XXXXXXX OPT1 OPT1 OH XX X XXXXXX LA 707343048 225,000.00 2,117.26 10.850
051074581 XXXXXXX OPT1 OPT1 OH XX X XXXXXX LA 711129735 331,784.00 2,446.09 8.050
051074635 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 487,900.00 3,773.09 9.280
061072006 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 77,000.00 740.57 11.125
061072916 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 190,000.00 1,730.91 10.450
061074152 XXXXXXX OPT1 OPT1 OH XX X XXXXXX KY 410111428 95,000.00 690.47 7.900
061074261 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 454154501 130,000.00 1,114.04 9.720
061074365 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 456979443 75,050.00 740.35 11.450
061074504 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 91,200.00 861.63 10.900
061074539 XXXXXXX OPT1 OPT1 OH XX X XXXXXX KY 403309604 174,000.00 1,246.56 7.750
061074682 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 169,900.00 1,440.40 9.595
061074760 XXXXXXX OPT1 OPT1 OH XX X XXXXXX TN 371309542 305,900.00 2,128.43 7.450
061074805 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 431601957 74,000.00 781.17 12.350
061074978 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 440112591 388,550.00 3,182.44 9.200
061074987 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 99,640.00 845.11 9.600
061075115 XXXXXXX OPT1 OPT1 OH XX X XXXXXX KY 423451308 70,300.00 658.88 10.800
061075206 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 446477681 157,289.84 1,334.07 9.600
061075218 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 164,000.00 1,304.86 8.875
061075317 XXXXXXX OPT1 OPT1 OH XX X XXXXXX TN 382301323 63,650.00 657.16 12.050
061075365 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 283,400.00 2,346.88 9.325
061075422 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 434479465 102,600.00 825.54 9.000
061075450 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 110,000.00 1,039.25 10.900
061075508 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 431439203 241,000.00 1,827.52 8.350
061075537 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 437015852 82,650.00 767.24 11.000
061075548 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 450398078 198,000.00 1,455.62 8.020
061075551 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 432191214 76,000.00 733.83 11.175
061075566 XXXXXXX OPT1 OPT1 OH XX X XXXXXX IN 469523701 73,000.00 713.46 11.330
061075606 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 436151643 180,000.00 1,543.83 9.730
061075616 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 139,900.00 1,081.17 8.555
061075617 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 456209533 114,000.00 788.38 7.950
061075644 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 219,000.00 1,809.60 9.300
061075648 XXXXXXX OPT1 OPT1 OH XX X XXXXXX GA 307368118 115,000.00 979.23 10.030
061075660 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 379,525.00 2,985.72 8.750
061075709 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 434022711 160,000.00 1,351.79 9.555
061075722 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 450398623 185,000.00 1,508.56 9.150
061075752 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 452041224 50,350.00 434.43 9.800
061075755 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 97,400.00 856.91 10.030
061075775 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 436053560 72,000.00 698.21 11.230
061075786 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 446222843 104,500.00 855.91 9.200
061075801 XXXXXXX OPT1 OPT1 OH XX X XXXXXX TN 374162112 199,500.00 1,590.89 8.900
061075835 XXXXXXX OPT1 OPT1 OH XX X XXXXXX TN 380186686 215,000.00 1,800.00 9.450
061075892 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 142,405.00 1,200.02 9.525
061076048 XXXXXXX OPT1 OPT1 OH XX X XXXXXX IN 468351728 92,500.00 916.10 11.775
061076081 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 451579122 405,000.00 3,197.81 9.475
061076094 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 453423858 133,000.00 1,194.29 10.275
061076110 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 434169710 215,300.00 1,632.64 8.350
061076114 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 440674028 361,090.00 2,672.07 8.880
061076122 XXXXXXX OPT1 OPT1 OH XX X XXXXXX TN 381283346 90,000.00 830.09 10.925
061076171 XXXXXXX OPT1 OPT1 OH XX X XXXXXX KY 405098456 169,100.00 1,327.29 8.725
061076205 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 442406502 107,000.00 712.44 7.990
061076209 XXXXXXX OPT1 OPT1 OH XX X XXXXXX IN 470259369 157,000.00 1,354.64 9.800
061076384 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 436052414 75,000.00 690.54 10.580
061076401 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 437012261 76,950.00 658.30 9.700
061076415 XXXXXXX OPT1 OPT1 OH XX X XXXXXX KY 402722751 142,000.00 1,479.79 12.175
061076418 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 432042511 165,600.00 1,374.97 9.355
061076520 XXXXXXX OPT1 OPT1 OH XX X XXXXXX TN 370131492 115,900.00 1,182.88 12.150
061076537 XXXXXXX OPT1 OPT1 OH XX X XXXXXX IN 470329705 169,000.00 1,375.04 9.125
061076544 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 442418326 141,000.00 1,211.41 9.750
061076553 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 92,100.00 816.92 10.480
061076554 XXXXXXX OPT1 OPT1 OH XX X XXXXXX KY 410919505 143,000.00 1,218.63 9.655
061076584 XXXXXXX OPT1 OPT1 OH XX X XXXXXX KY 405154657 138,605.00 1,216.36 10.000
061076612 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 76,900.00 717.85 10.750
061076662 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 146,800.00 1,218.34 9.350
061076705 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 112,000.00 898.56 9.400
061076809 XXXXXXX OPT1 OPT1 OH XX X XXXXXX TN 380183601 329,000.00 2,206.50 7.670
061076950 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 88,000.00 674.74 8.940
061077042 XXXXXXX OPT1 OPT1 OH XX X XXXXXX KY 410767120 307,296.50 2,461.53 8.950
061077048 XXXXXXX OPT1 OPT1 OH XX X XXXXXX TN 373431652 100,605.00 849.61 9.550
101062404 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 209,950.00 1,595.27 8.850
101062729 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 104,500.00 1,046.83 11.650
101062863 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 487468708 186,200.00 1,738.14 10.750
101063096 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 136,800.00 1,282.15 10.800
101063227 XXXXXXX OPT1 OPT1 OH NS A IRVINE TX 750506542 141,455.00 1,453.94 11.990
101063716 XXXXXXX OPT1 OPT1 OH XX X XXXXXX TX 783744137 388,550.00 3,685.58 10.950
101063789 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 117,800.00 926.73 8.750
101064242 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 98,500.00 1,012.43 11.990
101064330 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 251,750.00 2,255.94 10.250
101064431 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 85,405.00 839.25 11.400
101064720 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 107,350.00 1,075.38 11.650
101065149 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 164,190.00 1,468.26 10.225
101065156 XXXXXXX OPT1 OPT1 OH XX X XXXXXX TX 751042392 122,000.00 997.48 9.180
101065195 XXXXXXX OPT1 OPT1 OH XX X XXXXXX TX 752193427 183,350.00 1,568.53 9.700
101065234 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 117,000.00 1,074.62 10.550
101065259 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 166,250.00 1,581.98 10.990
101065465 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 147,990.00 1,323.39 10.225
101065514 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MO 630163812 68,400.00 641.07 10.800
101065904 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 172,947.00 1,432.20 9.325
101066016 XXXXXXX OPT1 OPT1 OH XX X XXXXXX TX 773813277 305,000.00 2,847.12 10.750
101066082 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76117 65,000.00 665.60 11.940
101066093 MERRILL OPT1 OPT1 OH CR A IRVINE TX 760023092 232,898.00 1,762.26 9.080
101066115 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75089 124,900.00 1,115.52 10.210
101066198 MERRILL OPT1 OPT1 OH CR A IRVINE TX 77048 63,650.00 669.45 12.300
101066341 MERRILL OPT1 OPT1 OH CR A IRVINE TX 752434803 212,700.00 2,122.60 11.600
101066388 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75088 95,000.00 958.94 11.750
101066402 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75219 533,805.00 4,199.45 8.750
101066420 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75134 119,200.00 1,019.74 9.700
101066441 MERRILL OPT1 OPT1 OH CR A IRVINE TX 757712644 272,500.00 2,110.76 8.580
101066512 MERRILL OPT1 OPT1 OH CR A IRVINE TX 750706217 225,000.00 1,908.36 9.600
101066606 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75104 130,055.00 1,110.22 9.675
101066632 MERRILL OPT1 OPT1 OH CR A IRVINE TX 781302690 176,205.00 1,510.64 9.725
101066931 MERRILL OPT1 OPT1 OH CR A IRVINE TX 760656789 138,462.00 1,197.24 9.825
101067018 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75495 148,441.00 1,288.99 9.875
101067032 MERRILL OPT1 OPT1 OH CR A IRVINE TX 79065 154,755.00 1,281.55 9.325
101067039 MERRILL OPT1 OPT1 OH CR A IRVINE AL 35405 102,000.00 1,017.89 11.600
101067047 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76018 111,000.00 1,044.52 10.850
101067066 MERRILL OPT1 OPT1 OH CR A IRVINE TX 751049131 128,250.00 1,151.63 10.275
101067088 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76708 130,150.00 1,046.71 9.425
101067127 MERRILL OPT1 OPT1 OH CR A IRVINE TX 775202040 169,500.00 1,512.84 10.550
101067139 MERRILL OPT1 OPT1 OH CR A IRVINE TX 760214918 159,000.00 1,389.47 9.950
101067218 MERRILL OPT1 OPT1 OH CR A IRVINE TX 762255639 134,900.00 1,385.00 11.975
101067302 MERRILL OPT1 OPT1 OH CR A IRVINE FL 33760 169,100.00 1,596.34 10.890
101067310 MERRILL OPT1 OPT1 OH CR A IRVINE TX 762266646 446,750.00 3,756.52 9.500
101067363 MERRILL OPT1 OPT1 OH CR A IRVINE TX 762264125 265,050.00 2,123.12 8.950
101067372 MERRILL OPT1 OPT1 OH CR A IRVINE TX 760652517 73,625.00 756.75 11.990
101067413 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75228 79,468.00 653.76 9.250
101067415 MERRILL OPT1 OPT1 OH CR A IRVINE TX 750523058 264,934.00 2,315.20 9.950
101067437 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76039 119,462.00 1,074.94 10.300
101067466 MERRILL OPT1 OPT1 OH CR A IRVINE TX 79932 147,000.00 1,112.12 8.325
101067471 MERRILL OPT1 OPT1 OH CR A IRVINE TX 760182401 142,000.00 1,441.53 11.825
101067494 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76179 166,250.00 1,334.70 8.975
101067531 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76049 141,231.00 1,236.79 9.975
101067535 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75134 132,604.00 1,122.27 9.575
101067539 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75115 98,800.00 900.07 10.450
101067549 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75043 118,000.00 1,034.66 9.990
101067573 MERRILL OPT1 OPT1 OH CR A IRVINE TX 774863610 181,000.00 1,861.79 12.000
101067590 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75070 229,400.00 1,763.89 8.500
101067630 MERRILL OPT1 OPT1 OH CR A IRVINE TX 786343321 138,690.00 1,098.51 8.825
101067645 MERRILL OPT1 OPT1 OH CR A IRVINE FL 33781 195,000.00 1,399.94 8.300
101067648 MERRILL OPT1 OPT1 OH CR A IRVINE FL 33760 189,050.00 1,798.94 10.990
101067693 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75241 149,020.00 1,444.55 11.225
101067694 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75098 148,996.00 1,404.87 10.875
101067702 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76179 166,128.00 1,375.73 9.325
101067712 MERRILL OPT1 OPT1 OH CR A IRVINE TX 750426750 109,000.00 1,125.38 12.050
101067713 MERRILL OPT1 OPT1 OH CR A IRVINE TX 774492905 168,150.00 1,398.59 9.375
101067722 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75034 237,334.00 1,952.49 9.250
101067732 MERRILL OPT1 OPT1 OH CR A IRVINE TX 77386 152,950.00 1,227.92 8.975
101067808 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76119 60,800.00 556.16 10.500
101067834 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76210 132,300.00 1,100.40 9.375
101067889 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75249 184,695.00 1,864.33 11.750
101067891 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76634 173,000.00 1,384.60 9.375
101067921 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76227 122,500.00 872.51 8.225
101067926 MERRILL OPT1 OPT1 OH CR A IRVINE TX 751464947 138,200.00 1,197.98 10.225
101067968 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75070 233,700.00 2,164.00 10.650
101067969 MERRILL OPT1 OPT1 OH CR A IRVINE TX 751492586 171,000.00 1,729.37 11.775
101067975 MERRILL OPT1 OPT1 OH CR A IRVINE TX 761797589 144,390.00 1,133.34 8.725
101067976 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75650 102,714.00 1,028.94 11.650
101068012 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75075 173,000.00 1,585.73 10.525
101068026 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75126 178,870.00 1,510.57 9.550
101068045 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75032 150,000.00 1,280.48 9.675
101068068 MERRILL OPT1 OPT1 OH CR A IRVINE TX 751158104 232,740.00 1,777.37 8.900
101068174 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75043 102,600.00 873.97 9.650
111002451 MERRILL OPT1 OPT1 OH CR A IRVINE HI 967063758 268,000.00 1,853.67 8.300
111002744 MERRILL OPT1 OPT1 OH CR A IRVINE HI 96732 565,000.00 3,931.46 8.350
111002839 MERRILL OPT1 OPT1 OH CR A IRVINE HI 967891678 320,150.00 2,027.62 7.600
111002923 MERRILL OPT1 OPT1 OH CR A IRVINE HI 967409542 541,500.00 4,376.53 9.050
111002949 MERRILL OPT1 OPT1 OH CR A IRVINE HI 967689311 504,000.00 3,806.38 8.790
121050505 MERRILL OPT1 OPT1 OH CR A IRVINE MN 554121042 228,000.00 1,697.52 8.650
121050618 MERRILL OPT1 OPT1 OH CR A IRVINE MN 553099008 175,000.00 1,389.24 8.850
121050721 MERRILL OPT1 OPT1 OH CR A IRVINE WI 53212 101,650.00 975.73 11.100
121050759 MERRILL OPT1 OPT1 OH CR A IRVINE WI 53403 123,500.00 1,185.46 11.100
121050800 MERRILL OPT1 OPT1 OH CR A IRVINE MN 55021 129,900.00 1,054.10 9.095
121050955 MERRILL OPT1 OPT1 OH CR A IRVINE MN 55106 80,000.00 724.62 10.380
121050975 MERRILL OPT1 OPT1 OH CR A IRVINE WI 542161541 50,000.00 486.77 11.280
121051065 MERRILL OPT1 OPT1 OH CR A IRVINE IA 51104 79,000.00 668.89 9.580
121051167 MERRILL OPT1 OPT1 OH CR A IRVINE SD 57201 92,220.00 885.21 11.100
121051194 MERRILL OPT1 OPT1 OH CR A IRVINE IA 52601 64,600.00 639.73 11.500
121051238 MERRILL OPT1 OPT1 OH CR A IRVINE KS 662233473 209,000.00 1,696.72 9.100
121051245 MERRILL OPT1 OPT1 OH CR A IRVINE MN 553132443 240,350.00 1,908.03 8.850
121051362 MERRILL OPT1 OPT1 OH CR A IRVINE MN 55418 261,250.00 2,045.93 8.700
121051512 MERRILL OPT1 OPT1 OH CR A IRVINE MI 49450 105,000.00 864.88 9.675
121051543 MERRILL OPT1 OPT1 OH CR A IRVINE WI 532062242 61,750.00 630.42 11.900
121051555 MERRILL OPT1 OPT1 OH CR A IRVINE IA 51521 85,000.00 676.30 8.875
121051595 MERRILL OPT1 OPT1 OH CR A IRVINE WI 53208 166,250.00 1,323.35 8.880
121051598 MERRILL OPT1 OPT1 OH CR A IRVINE WI 53208 167,200.00 1,330.92 8.880
121051600 MERRILL OPT1 OPT1 OH CR A IRVINE WI 53208 166,725.00 1,327.14 8.880
121051679 MERRILL OPT1 OPT1 OH CR A IRVINE MI 49038 84,900.00 850.49 11.650
121051686 MERRILL OPT1 OPT1 OH CR A IRVINE WI 53204 89,300.00 843.68 10.900
121051707 MERRILL OPT1 OPT1 OH CR A IRVINE MN 559201576 184,200.00 1,552.89 9.530
121051728 MERRILL OPT1 OPT1 OH XX A IRVINE WI 53188 161,500.00 1,298.83 9.425
121051739 MERRILL OPT1 OPT1 OH CR A IRVINE WI 53208 166,250.00 1,323.36 8.880
121051758 MERRILL OPT1 OPT1 OH CR A IRVINE MN 55407 346,750.00 2,489.39 8.300
121051791 MERRILL OPT1 OPT1 OH CR A IRVINE MN 550708764 171,950.00 1,276.93 8.625
121051880 MERRILL OPT1 OPT1 OH CR A IRVINE WI 531269705 379,900.00 2,927.48 8.990
151038573 MERRILL OPT1 OPT1 OH CR A IRVINE NJ 080542683 268,000.00 2,451.08 10.975
151039746 MERRILL OPT1 OPT1 OH CR A IRVINE PA 150122820 71,250.00 757.66 12.450
151039893 MERRILL OPT1 OPT1 OH CR A IRVINE NJ 081091538 171,000.00 1,560.15 10.800
151039899 MERRILL OPT1 OPT1 OH CR A IRVINE NJ 081042911 67,925.00 717.98 12.600
151039942 MERRILL OPT1 OPT1 OH CR A IRVINE PA 191353526 160,000.00 1,326.73 9.340
151040190 MERRILL OPT1 OPT1 OH CR A IRVINE PA 191241222 125,000.00 1,176.26 10.850
151040297 MERRILL OPT1 OPT1 OH CR A IRVINE PA 170981427 50,000.00 509.50 11.875
151040491 MERRILL OPT1 OPT1 OH CR A IRVINE NJ 077199767 294,500.00 2,158.96 8.500
151040534 MERRILL OPT1 OPT1 OH CR A IRVINE PA 196042437 62,900.00 613.31 11.300
151040541 MERRILL OPT1 OPT1 OH CR A IRVINE IN 46062 943 160,385.00 1,446.16 10.325
151040581 MERRILL OPT1 OPT1 OH CR A IRVINE PA 194441421 385,000.00 2,875.25 8.680
151040602 MERRILL OPT1 OPT1 OH CR A IRVINE PA 191382205 121,600.00 987.18 9.100
151040650 MERRILL OPT1 OPT1 OH CR A IRVINE NJ 081042650 81,500.00 726.77 10.540
151040679 MERRILL OPT1 OPT1 OH CR A IRVINE NJ 080301362 174,900.00 1,749.77 11.900
151040772 MERRILL OPT1 OPT1 OH CR A IRVINE PA 165082033 79,000.00 691.82 9.975
151040779 MERRILL OPT1 OPT1 OH CR A IRVINE NJ 086105416 154,255.00 1,345.73 9.930
151040915 MERRILL OPT1 OPT1 OH CR A IRVINE NJ 083604357 269,000.00 2,432.91 10.700
161051404 MERRILL OPT1 OPT1 OH CR A IRVINE RI 028866814 264,000.00 1,705.00 7.750
161051819 MERRILL OPT1 OPT1 OH CR A IRVINE MA 025381111 265,000.00 2,021.70 8.890
161052102 MERRILL OPT1 OPT1 OH CR A IRVINE ME 49017121 97,850.00 976.47 11.600
161052358 MERRILL OPT1 OPT1 OH CR A IRVINE MA 01475 205,000.00 1,797.25 10.350
161052396 MERRILL OPT1 OPT1 OH CR A IRVINE MA 02715 300,000.00 2,283.39 8.390
161052453 MERRILL OPT1 OPT1 OH CR A IRVINE MA 018265185 122,000.00 1,174.76 11.140
161052644 MERRILL OPT1 OPT1 OH CR A IRVINE NH 03218 143,500.00 1,406.77 11.650
171035156 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 852815152 199,819.00 1,790.05 10.750
171035875 MERRILL OPT1 OPT1 OH CR A IRVINE NV 890327973 259,992.00 1,624.95 7.500
171036073 MERRILL OPT1 OPT1 OH CR A IRVINE CO 802412425 189,950.00 1,099.34 6.945
171036105 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 85053 220,000.00 1,631.67 8.900
171036529 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 856298554 207,100.00 1,565.68 8.800
171037016 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 850863028 591,786.00 4,932.94 9.400
171037381 MERRILL OPT1 OPT1 OH CR A IRVINE NV 891495170 267,000.00 2,215.92 9.350
171037456 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 860462114 171,000.00 1,221.18 8.250
171037517 MERRILL OPT1 OPT1 OH CR A IRVINE MN 554192216 380,000.00 2,514.72 7.550
171037941 MERRILL OPT1 OPT1 OH CR A IRVINE NV 891102722 350,000.00 2,377.08 8.150
171038176 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 852045805 279,000.00 2,127.38 9.150
171038214 MERRILL OPT1 OPT1 OH CR A IRVINE NV 891295765 255,000.00 1,559.75 7.340
171038385 MERRILL OPT1 OPT1 OH CR A IRVINE NV 890311009 259,500.00 2,130.06 9.850
171038390 MERRILL OPT1 OPT1 OH CR A IRVINE NV 890312592 349,900.00 2,802.80 8.950
171038559 MERRILL OPT1 OPT1 OH CR A IRVINE NV 891042863 390,000.00 2,840.50 8.740
171038626 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 853396262 210,000.00 1,305.01 7.000
171038770 MERRILL OPT1 OPT1 OH CR A IRVINE NV 891296909 332,500.00 2,580.24 8.600
171038906 MERRILL OPT1 OPT1 OH CR A IRVINE NV 891397165 563,650.00 4,063.63 8.340
171038961 MERRILL OPT1 OPT1 OH CR A IRVINE NV 890617058 225,000.00 1,691.52 8.745
171039278 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 852425948 180,373.00 1,281.30 8.200
171039291 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 857558931 389,000.00 3,158.01 9.100
171039322 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 852966045 225,000.00 1,666.68 8.100
171039455 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 853392434 298,476.00 1,716.24 6.900
171039477 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 850284325 310,000.00 2,089.92 8.090
171039982 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 852033711 300,000.00 2,575.00 10.300
191033891 MERRILL OPT1 OPT1 OH CR A IRVINE WA 985014022 209,950.00 1,458.23 7.990
191034554 MERRILL OPT1 OPT1 OH CR A IRVINE VA 235133603 190,000.00 1,450.98 8.900
191034908 MERRILL OPT1 OPT1 OH CR A IRVINE OR 971237571 356,250.00 2,372.03 7.990
191034993 MERRILL OPT1 OPT1 OH CR A IRVINE ID 836555139 256,500.00 1,758.49 7.300
191035084 MERRILL OPT1 OPT1 OH CR A IRVINE WA 98597 290,000.00 2,101.74 8.390
191035105 MERRILL OPT1 OPT1 OH CR A IRVINE ID 836070000 234,926.00 1,930.50 9.650
191035218 MERRILL OPT1 OPT1 OH CR A IRVINE WA 982828226 266,000.00 1,751.17 7.900
191035378 MERRILL OPT1 OPT1 OH CR A IRVINE WA 985329085 208,000.00 1,687.85 9.095
191035455 MERRILL OPT1 OPT1 OH CR A IRVINE GA 302654155 565,000.00 4,232.79 8.990
191035525 MERRILL OPT1 OPT1 OH CR A IRVINE ID 836612148 133,950.00 1,398.48 12.200
191035548 MERRILL OPT1 OPT1 OH CR A IRVINE WA 99208 248,000.00 1,921.57 9.045
191035597 MERRILL OPT1 OPT1 OH CR A IRVINE ID 835449647 78,850.00 741.98 10.850
191035626 MERRILL OPT1 OPT1 OH CR A IRVINE WA 982309778 181,600.00 1,448.15 8.900
191035637 MERRILL OPT1 OPT1 OH CR A IRVINE CA 935618877 320,000.00 2,226.67 8.350
191035655 MERRILL OPT1 OPT1 OH CR A IRVINE WA 983722419 415,000.00 2,854.45 7.900
191035677 MERRILL OPT1 OPT1 OH CR A IRVINE WA 986748219 217,000.00 1,640.52 8.800
191035688 MERRILL OPT1 OPT1 OH CR A IRVINE CA 953368663 598,500.00 3,865.31 7.750
191035697 MERRILL OPT1 OPT1 OH CR A IRVINE OR 977022406 247,000.00 1,791.98 8.400
191035709 MERRILL OPT1 OPT1 OH CR A IRVINE ID 837097162 141,455.00 1,090.04 8.990
191035723 MERRILL OPT1 OPT1 OH CR A IRVINE WY 829304780 109,250.00 1,048.68 11.100
191035772 MERRILL OPT1 OPT1 OH CR A IRVINE WA 985012014 246,000.00 1,784.72 8.400
191035795 MERRILL OPT1 OPT1 OH CR A IRVINE OR 972067840 211,000.00 1,587.08 8.750
191035807 MERRILL OPT1 OPT1 OH CR A IRVINE OR 972243834 633,269.00 4,787.51 8.800
191035822 MERRILL OPT1 OPT1 OH CR A IRVINE WA 99005 261,000.00 1,870.50 8.600
191035865 MERRILL OPT1 OPT1 OH CR A IRVINE OR 975201652 497,800.00 3,820.69 8.950
191035866 MERRILL OPT1 OPT1 OH CR A IRVINE WA 986263015 171,000.00 1,499.17 10.350
191035917 MERRILL OPT1 OPT1 OH CR A IRVINE OR 973470000 145,000.00 1,202.86 9.750
191035982 MERRILL OPT1 OPT1 OH CR A IRVINE OR 973036348 207,100.00 1,614.49 8.650
191035990 MERRILL OPT1 OPT1 OH CR A IRVINE FL 339074140 261,250.00 1,990.30 8.400
191036020 MERRILL OPT1 OPT1 OH CR A IRVINE WA 983665171 226,000.00 1,453.95 7.300
191036032 MERRILL OPT1 OPT1 OH CR A IRVINE CA 940801312 860,000.00 5,627.66 7.450
191036133 MERRILL OPT1 OPT1 OH CR A IRVINE OR 977027240 256,400.00 1,720.02 8.050
191036148 MERRILL OPT1 OPT1 OH CR A IRVINE OR 97239 494,000.00 3,431.13 7.990
191036150 MERRILL OPT1 OPT1 OH CR A IRVINE WA 986845071 270,750.00 2,130.24 9.200
191036170 MERRILL OPT1 OPT1 OH CR A IRVINE NV 891567109 260,000.00 1,886.29 8.400
191036189 MERRILL OPT1 OPT1 OH CR A IRVINE WA 983298690 589,000.00 4,018.02 7.250
191036333 MERRILL OPT1 OPT1 OH CR A IRVINE WA 982902636 254,500.00 1,767.66 7.990
191036403 MERRILL OPT1 OPT1 OH CR A IRVINE WA 980312626 280,250.00 2,017.44 7.800
211048508 MERRILL OPT1 OPT1 OH CR A IRVINE DE 199049796 285,000.00 2,427.69 9.650
211048538 MERRILL OPT1 OPT1 OH CR A IRVINE GA 302413636 105,355.00 901.30 9.700
211048830 MERRILL OPT1 OPT1 OH CR A IRVINE MD 20715 370,000.00 2,559.17 8.300
211049491 MERRILL OPT1 OPT1 OH CR A IRVINE VA 233226998 638,520.00 5,749.60 10.650
211049878 MERRILL OPT1 OPT1 OH CR A IRVINE GA 300191868 225,150.00 1,698.01 9.050
211050081 MERRILL OPT1 OPT1 OH CR A IRVINE VA 233232626 193,800.00 1,462.64 8.299
211050090 MERRILL OPT1 OPT1 OH CR A IRVINE NC 272928812 95,950.00 863.38 10.300
211050314 MERRILL OPT1 OPT1 OH CR A IRVINE TN 380246801 123,000.00 1,114.11 10.380
211050380 MERRILL OPT1 OPT1 OH CR A IRVINE FL 32308 224,000.00 2,230.22 11.570
211050482 MERRILL OPT1 OPT1 OH CR A IRVINE FL 322189067 221,309.00 2,161.26 11.320
211050599 MERRILL OPT1 OPT1 OH CR A IRVINE VA 232272035 209,000.00 1,734.56 9.350
211050703 MERRILL OPT1 OPT1 OH CR A IRVINE VA 232224620 104,500.00 653.19 7.050
211050959 MERRILL OPT1 OPT1 OH CR A IRVINE TN 38117 375,000.00 3,290.89 10.000
211051015 MERRILL OPT1 OPT1 OH CR A IRVINE GA 305198929 225,900.00 2,053.74 10.425
211051069 MERRILL OPT1 OPT1 OH CR A IRVINE OH 442669045 152,000.00 1,306.47 9.755
211051121 MERRILL OPT1 OPT1 OH CR A IRVINE VA 24422 101,555.00 1,040.70 11.950
211051232 MERRILL OPT1 OPT1 OH CR A IRVINE TN 376596202 115,000.00 998.60 9.875
211051266 MERRILL OPT1 OPT1 OH CR A IRVINE MD 207435726 266,000.00 2,045.31 8.500
211051306 MERRILL OPT1 OPT1 OH CR A IRVINE MD 210403410 370,500.00 2,302.40 7.000
211051322 MERRILL OPT1 OPT1 OH CR A IRVINE DE 199561344 189,050.00 1,694.08 10.250
211051597 MERRILL OPT1 OPT1 OH CR A IRVINE FL 337703424 271,700.00 2,118.09 8.650
211051638 MERRILL OPT1 OPT1 OH CR A IRVINE PA 171093512 171,000.00 1,713.00 11.650
211051700 MERRILL OPT1 OPT1 OH CR A IRVINE SC 297322710 141,370.00 1,010.35 7.725
211051784 MERRILL OPT1 OPT1 OH CR A IRVINE VA 240893009 65,000.00 653.63 11.700
211051799 MERRILL OPT1 OPT1 OH CR A IRVINE MD 212065711 126,825.00 1,207.78 11.000
211051811 MERRILL OPT1 OPT1 OH CR A IRVINE VA 229642105 156,750.00 1,391.16 10.650
211051834 MERRILL OPT1 OPT1 OH CR A IRVINE FL 34465 119,500.00 1,010.93 9.570
211051896 MERRILL OPT1 OPT1 OH CR A IRVINE NC 282135862 118,000.00 978.42 9.950
211051897 MERRILL OPT1 OPT1 OH CR A IRVINE CT 067162867 480,000.00 3,793.32 8.800
211051904 MERRILL OPT1 OPT1 OH CR A IRVINE TN 370628328 346,750.00 2,587.97 8.180
211051922 MERRILL OPT1 OPT1 OH CR A IRVINE NC 282132106 133,000.00 1,162.75 9.955
211052007 MERRILL OPT1 OPT1 OH CR A IRVINE FL 338843556 107,000.00 664.29 7.450
211052008 MERRILL OPT1 OPT1 OH CR A IRVINE SC 294649526 299,250.00 2,554.55 9.675
211052011 MERRILL OPT1 OPT1 OH CR A IRVINE MD 206852527 209,000.00 1,318.44 7.570
211052021 MERRILL OPT1 OPT1 OH CR A IRVINE NC 284117090 235,900.00 1,560.87 7.940
211052037 MERRILL OPT1 OPT1 OH CR A IRVINE VA 240171930 112,100.00 861.95 8.500
211052066 MERRILL OPT1 OPT1 OH CR A IRVINE VA 220251712 430,000.00 3,038.35 8.150
211052121 MERRILL OPT1 OPT1 OH CR A IRVINE NC 27253 102,220.00 944.83 10.950
211052166 MERRILL OPT1 OPT1 OH CR A IRVINE DC 200118202 380,000.00 2,935.35 8.550
211052168 MERRILL OPT1 OPT1 OH CR A IRVINE MD 207212844 380,000.00 2,709.25 7.700
211052171 MERRILL OPT1 OPT1 OH CR A IRVINE VA 232364532 186,200.00 1,280.72 7.900
211052265 MERRILL OPT1 OPT1 OH CR A IRVINE TN 381152904 155,000.00 1,320.89 9.655
211052271 MERRILL OPT1 OPT1 OH CR A IRVINE VA 241342813 120,000.00 1,078.17 10.625
211052304 MERRILL OPT1 OPT1 OH CR A IRVINE VA 236662566 142,500.00 1,157.81 9.750
211052345 MERRILL OPT1 OPT1 OH CR A IRVINE VA 238362790 502,556.00 3,781.73 9.030
211052366 MERRILL OPT1 OPT1 OH CR A IRVINE VA 229682437 175,000.00 1,532.52 9.975
211052410 MERRILL OPT1 OPT1 OH CR A IRVINE GA 300804226 96,450.00 847.15 10.540
211052436 MERRILL OPT1 OPT1 OH CR A IRVINE MD 219214966 202,000.00 1,810.11 10.595
211052548 MERRILL OPT1 OPT1 OH CR A IRVINE NV 890028429 308,750.00 2,251.69 8.450
211052551 MERRILL OPT1 OPT1 OH CR A IRVINE VA 238328160 255,000.00 2,380.38 10.750
211052613 MERRILL OPT1 OPT1 OH CR A IRVINE VA 221821725 740,000.00 4,372.17 7.090
211052800 MERRILL OPT1 OPT1 OH CR A IRVINE AL 368307810 269,000.00 2,460.65 10.500
211052821 MERRILL OPT1 OPT1 OH CR A IRVINE VA 201552834 580,000.00 4,653.28 9.400
211052847 MERRILL OPT1 OPT1 OH CR A IRVINE VA 229604428 148,000.00 1,279.71 9.825
211052972 MERRILL OPT1 OPT1 OH CR A IRVINE MD 212075610 260,000.00 2,248.14 9.825
231086998 MERRILL OPT1 OPT1 OH CR A IRVINE MA 019602151 365,750.00 2,712.65 8.900
231087816 MERRILL OPT1 OPT1 OH CR A IRVINE NJ 076014603 380,000.00 2,639.33 7.990
231087941 MERRILL OPT1 OPT1 OH CR A IRVINE CT 061182920 175,000.00 1,497.10 9.700
231088149 MERRILL OPT1 OPT1 OH CR A IRVINE CT 062393220 354,350.00 2,557.36 8.350
231088571 MERRILL OPT1 OPT1 OH CR A IRVINE ME 044010800 74,200.00 727.73 11.375
231088639 MERRILL OPT1 OPT1 OH CR A IRVINE NY 14027 118,750.00 955.49 9.000
231088722 MERRILL OPT1 OPT1 OH CR A IRVINE NY 12972 137,000.00 1,172.01 9.700
231088746 MERRILL OPT1 OPT1 OH CR A IRVINE PA 19606 130,000.00 1,155.28 10.150
231088834 MERRILL OPT1 OPT1 OH CR A IRVINE PA 189511314 133,000.00 1,162.26 9.950
231088868 MERRILL OPT1 OPT1 OH CR A IRVINE NH 03038 186,000.00 1,666.75 10.250
231089184 MERRILL OPT1 OPT1 OH CR A IRVINE NJ 077318746 675,000.00 3,951.83 6.500
231089589 MERRILL OPT1 OPT1 OH CR A IRVINE RI 028860668 230,000.00 1,982.81 9.790
231089620 MERRILL OPT1 OPT1 OH CR A IRVINE ME 039041249 160,000.00 1,246.17 8.640
231089643 MERRILL OPT1 OPT1 OH CR A IRVINE CT 063821316 275,500.00 2,178.27 9.250
231089714 MERRILL OPT1 OPT1 OH CR A IRVINE RI 028854009 232,750.00 1,630.58 8.070
231089762 MERRILL OPT1 OPT1 OH CR A IRVINE CT 060103830 265,000.00 1,993.25 8.750
231089821 MERRILL OPT1 OPT1 OH CR A IRVINE VT 05488 168,150.00 1,316.84 8.700
321037754 MERRILL OPT1 OPT1 OH CR A IRVINE NV 89002 313,490.50 2,207.50 8.450
321038493 MERRILL OPT1 OPT1 OH CR A IRVINE UT 841182680 167,200.00 1,405.91 9.500
321038505 MERRILL OPT1 OPT1 OH CR A IRVINE CO 802326621 183,000.00 1,457.90 9.560
321038667 MERRILL OPT1 OPT1 OH CR A IRVINE CO 802606259 165,000.00 1,329.55 9.445
321038856 MERRILL OPT1 OPT1 OH CR A IRVINE UT 840923847 284,050.00 2,245.87 9.250
321039141 MERRILL OPT1 OPT1 OH CR A IRVINE UT 844019039 277,000.00 2,217.85 8.945
321039226 MERRILL OPT1 OPT1 OH CR A IRVINE CO 800103705 117,000.00 1,017.26 9.890
321039230 MERRILL OPT1 OPT1 OH CR A IRVINE CA 925846502 389,000.00 2,277.43 6.500
321039279 MERRILL OPT1 OPT1 OH CR A IRVINE UT 84015 130,000.00 1,159.62 10.195
321039406 MERRILL OPT1 OPT1 OH CR A IRVINE CO 802332328 259,000.00 1,798.91 7.990
321039413 MERRILL OPT1 OPT1 OH CR A IRVINE CO 809094029 165,300.00 1,359.88 9.250
321039434 MERRILL OPT1 OPT1 OH CR A IRVINE UT 844012729 141,000.00 1,136.70 9.450
321039438 MERRILL OPT1 OPT1 OH CR A IRVINE CO 800141859 285,000.00 1,960.28 7.900
321039482 MERRILL OPT1 OPT1 OH CR A IRVINE UT 844030612 143,500.00 1,184.25 9.695
321039495 MERRILL OPT1 OPT1 OH CR A IRVINE CO 806036970 176,425.00 1,294.54 8.000
321039529 MERRILL OPT1 OPT1 OH CR A IRVINE CO 802295054 177,650.00 1,349.84 8.850
321039543 MERRILL OPT1 OPT1 OH CR A IRVINE CO 809222903 208,050.00 1,445.03 7.990
321039590 MERRILL OPT1 OPT1 OH CR A IRVINE CO 80111 123,500.00 1,121.38 10.745
321039609 MERRILL OPT1 OPT1 OH CR A IRVINE CO 808174688 190,000.00 1,427.41 8.250
321039638 MERRILL OPT1 OPT1 OH CR A IRVINE CO 805013518 197,600.00 1,314.97 7.600
321039662 MERRILL OPT1 OPT1 OH CR A IRVINE UT 84013 183,350.00 1,364.58 8.150
321039678 MERRILL OPT1 OPT1 OH CR A IRVINE CO 806037216 189,000.00 1,315.13 8.350
321039694 MERRILL OPT1 OPT1 OH CR A IRVINE CO 806319150 157,450.00 1,178.27 8.700
321039717 MERRILL OPT1 OPT1 OH CR A IRVINE CO 809172301 207,100.00 1,581.56 8.900
321039735 MERRILL OPT1 OPT1 OH CR A IRVINE CO 806407548 199,550.00 1,291.11 7.350
321039737 MERRILL OPT1 OPT1 OH CR A IRVINE CO 805248403 245,000.00 1,763.68 7.800
321039756 MERRILL OPT1 OPT1 OH CR A IRVINE WY 829017051 163,875.00 1,270.38 9.050
321039772 MERRILL OPT1 OPT1 OH CR A IRVINE UT 840972312 327,750.00 2,502.93 8.900
321039830 MERRILL OPT1 OPT1 OH CR A IRVINE CO 809102524 156,600.00 1,220.69 8.649
321039833 MERRILL OPT1 OPT1 OH CR A IRVINE MN 551105891 268,000.00 2,219.35 9.325
321039888 MERRILL OPT1 OPT1 OH CR A IRVINE ID 838647945 385,000.00 2,866.42 8.650
321039889 MERRILL OPT1 OPT1 OH CR A IRVINE WY 827012701 151,000.00 1,200.91 9.310
321039907 MERRILL OPT1 OPT1 OH CR A IRVINE CO 805382928 275,000.00 2,036.95 8.600
321039915 MERRILL OPT1 OPT1 OH CR A IRVINE UT 840961737 280,250.00 2,325.88 9.350
321039927 MERRILL OPT1 OPT1 OH CR A IRVINE UT 843156717 254,316.00 1,733.16 7.240
321039934 MERRILL OPT1 OPT1 OH CR A IRVINE UT 84043 258,400.00 1,904.15 8.550
321039937 MERRILL OPT1 OPT1 OH CR A IRVINE CO 805246494 191,000.00 1,340.96 8.090
321039956 MERRILL OPT1 OPT1 OH CR A IRVINE UT 843022448 125,000.00 1,056.04 9.945
321039975 MERRILL OPT1 OPT1 OH CR A IRVINE UT 840158018 125,000.00 1,061.11 9.610
321039979 MERRILL OPT1 OPT1 OH CR A IRVINE CO 802332468 191,610.00 1,161.61 6.790
321040032 MERRILL OPT1 OPT1 OH CR A IRVINE CO 800142428 235,000.00 1,384.20 6.550
321040064 MERRILL OPT1 OPT1 OH CR A IRVINE CO 814135229 215,000.00 1,656.77 8.990
321040094 MERRILL OPT1 OPT1 OH CR A IRVINE WY 820073383 151,900.00 1,223.99 9.445
321040187 MERRILL OPT1 OPT1 OH CR A IRVINE CA 925917229 459,000.00 2,986.68 7.400
331050758 MERRILL OPT1 OPT1 OH CR A IRVINE NY 112301404 700,000.00 5,233.07 8.690
331050980 MERRILL OPT1 OPT1 OH CR A IRVINE NY 125697749 337,250.00 2,557.39 8.350
331051009 MERRILL OPT1 OPT1 OH CR A IRVINE NY 131262041 104,405.00 900.84 9.800
331051024 MERRILL OPT1 OPT1 OH CR A IRVINE NY 117293032 481,500.00 3,150.83 7.450
331051124 MERRILL OPT1 OPT1 OH CR A IRVINE NY 114321239 468,650.00 3,179.01 8.140
331051138 MERRILL OPT1 OPT1 OH CR A IRVINE PA 19008 351,500.00 2,861.05 9.550
331051262 MERRILL OPT1 OPT1 OH CR A IRVINE NY 112331323 712,500.00 5,435.69 8.890
331051348 MERRILL OPT1 OPT1 OH CR A IRVINE NY 12550 183,000.00 1,410.18 8.990
331051414 MERRILL OPT1 OPT1 OH CR A IRVINE NY 11221 596,500.00 5,060.47 9.990
331051468 MERRILL OPT1 OPT1 OH CR A IRVINE GA 302944313 171,000.00 1,279.67 8.700
331051472 MERRILL OPT1 OPT1 OH CR A IRVINE NY 117381722 425,000.00 3,612.50 10.200
331051487 MERRILL OPT1 OPT1 OH CR A IRVINE NY 119713820 463,000.00 2,793.54 6.750
331051512 MERRILL OPT1 OPT1 OH CR A IRVINE CT 064506410 222,300.00 1,490.90 7.670
331051539 MERRILL OPT1 OPT1 OH CR A IRVINE NY 112035505 590,000.00 4,410.73 8.690
331051550 MERRILL OPT1 OPT1 OH CR A IRVINE NY 122033806 295,000.00 2,464.51 9.825
331051640 MERRILL OPT1 OPT1 OH CR A IRVINE NY 117203220 384,750.00 3,086.81 9.400
331051689 MERRILL OPT1 OPT1 OH CR A IRVINE NY 117011203 450,000.00 2,747.55 6.850
331051779 MERRILL OPT1 OPT1 OH CR A IRVINE NY 117796318 455,000.00 3,632.76 9.350
331052037 MERRILL OPT1 OPT1 OH CR A IRVINE NY 114122611 383,000.00 2,907.22 8.840
331052224 MERRILL OPT1 OPT1 OH CR A IRVINE NY 117224717 408,500.00 2,689.29 7.900
331052247 MERRILL OPT1 OPT1 OH CR A IRVINE NY 142273022 83,885.00 849.96 11.800
331052297 MERRILL OPT1 OPT1 OH CR A IRVINE NY 112124379 627,000.00 4,981.72 9.300
331052320 MERRILL OPT1 OPT1 OH CR A IRVINE NY 110033049 608,000.00 4,204.70 7.950
331052327 MERRILL OPT1 OPT1 OH CR A IRVINE NY 117170000 380,000.00 3,196.94 9.900
331052381 MERRILL OPT1 OPT1 OH CR A IRVINE NJ 80081781 712,500.00 6,044.57 9.990
331052391 MERRILL OPT1 OPT1 OH CR A IRVINE NY 117042540 399,000.00 3,311.43 9.350
331052429 MERRILL OPT1 OPT1 OH CR A IRVINE NY 125130000 156,750.00 1,318.04 9.500
331052455 MERRILL OPT1 OPT1 OH CR A IRVINE NY 115102746 407,040.00 3,136.62 8.990
331052540 MERRILL OPT1 OPT1 OH CR A IRVINE NY 104661113 639,000.00 4,631.08 8.390
331052624 MERRILL OPT1 OPT1 OH CR A IRVINE NY 104541050 500,000.00 3,585.82 8.290
331052630 MERRILL OPT1 OPT1 OH CR A IRVINE NY 117131721 349,800.00 3,291.64 10.850
331052739 MERRILL OPT1 OPT1 OH CR A IRVINE NY 115182022 470,000.00 3,621.78 8.990
331052756 MERRILL OPT1 OPT1 OH CR A IRVINE NY 115662255 525,000.00 3,828.12 8.750
341037499 MERRILL OPT1 OPT1 OH CR A IRVINE NC 275027167 231,800.00 1,699.25 7.990
341037920 MERRILL OPT1 OPT1 OH CR A IRVINE AL 36575 140,000.00 1,106.92 9.250
341038780 MERRILL OPT1 OPT1 OH CR A IRVINE SC 299026021 157,700.00 1,201.28 8.875
341038928 MERRILL OPT1 OPT1 OH CR A IRVINE SC 294837102 207,000.00 1,599.11 9.015
341039049 MERRILL OPT1 OPT1 OH CR A IRVINE SC 291503542 99,750.00 984.01 11.450
341039062 MERRILL OPT1 OPT1 OH CR A IRVINE SC 292122881 171,000.00 1,301.53 8.390
341039113 MERRILL OPT1 OPT1 OH CR A IRVINE NC 281737229 323,015.00 2,052.49 7.625
341039201 MERRILL OPT1 OPT1 OH CR A IRVINE AL 352157747 101,650.00 960.36 10.900
341039283 MERRILL OPT1 OPT1 OH CR A IRVINE SC 293033504 78,000.00 727.18 11.050
341039331 MERRILL OPT1 OPT1 OH CR A IRVINE AL 350453615 89,000.00 827.96 11.025
341039392 MERRILL OPT1 OPT1 OH CR A IRVINE NC 270178009 50,880.00 507.75 11.600
341039463 MERRILL OPT1 OPT1 OH CR A IRVINE AL 350556233 139,469.50 1,046.38 8.725
341039522 MERRILL OPT1 OPT1 OH CR A IRVINE NC 282278136 110,200.00 942.74 9.700
341039534 MERRILL OPT1 OPT1 OH CR A IRVINE NC 282733694 159,163.00 1,212.43 8.875
341039625 MERRILL OPT1 OPT1 OH CR A IRVINE MS 39564 159,058.00 1,334.55 9.475
341040241 MERRILL OPT1 OPT1 OH CR A IRVINE NC 27610 192,699.00 1,591.02 9.700
341040315 MERRILL OPT1 OPT1 OH CR A IRVINE GA 300544046 346,750.00 2,865.20 9.300
351041509 MERRILL OPT1 OPT1 OH CR A IRVINE TX 775783289 193,786.00 1,700.61 10.000
351042686 MERRILL OPT1 OPT1 OH CR A IRVINE TX 774694259 132,650.00 1,142.10 9.775
351042838 MERRILL OPT1 OPT1 OH CR A IRVINE TX 787483466 161,975.00 1,412.48 9.925
351042856 MERRILL OPT1 OPT1 OH CR A IRVINE TX 773737974 148,290.00 1,505.38 11.825
351042934 MERRILL OPT1 OPT1 OH CR A IRVINE TX 784124805 66,975.00 616.39 10.900
351043004 MERRILL OPT1 OPT1 OH CR A IRVINE TX 78602 177,990.00 1,455.69 9.600
351043104 MERRILL OPT1 OPT1 OH CR A IRVINE TX 773461019 127,500.00 1,310.50 11.990
371040152 MERRILL OPT1 OPT1 OH CR A IRVINE FL 336265201 690,650.00 6,317.65 10.500
371042086 MERRILL OPT1 OPT1 OH CR A IRVINE OK 731609713 241,300.00 1,958.94 9.100
371042393 MERRILL OPT1 OPT1 OH CR A IRVINE GA 302539061 196,745.00 1,690.34 9.750
371042515 MERRILL OPT1 OPT1 OH CR A IRVINE FL 326093727 137,750.00 1,125.76 9.175
371042767 MERRILL OPT1 OPT1 OH CR A IRVINE FL 339913141 364,885.50 3,008.44 9.275
371042800 MERRILL OPT1 OPT1 OH CR A IRVINE FL 346835138 218,500.00 1,538.27 7.570
371042852 MERRILL OPT1 OPT1 OH CR A IRVINE FL 33513 180,491.00 1,684.85 10.750
371042883 MERRILL OPT1 OPT1 OH CR A IRVINE FL 346533125 217,000.00 1,701.64 9.410
371042961 MERRILL OPT1 OPT1 OH CR A IRVINE FL 341092719 204,250.00 1,845.49 10.350
371043103 MERRILL OPT1 OPT1 OH CR A IRVINE FL 344713574 261,250.00 1,904.95 8.750
371043149 MERRILL OPT1 OPT1 OH CR A IRVINE FL 322542918 137,000.00 1,242.96 10.400
371043163 MERRILL OPT1 OPT1 OH CR A IRVINE FL 338057568 164,000.00 1,389.38 9.975
371043311 MERRILL OPT1 OPT1 OH CR A IRVINE OH 432305040 160,000.00 1,283.66 9.400
371043475 MERRILL OPT1 OPT1 OH CR A IRVINE MI 482084820 56,050.00 587.35 12.250
371043515 MERRILL OPT1 OPT1 OH CR A IRVINE FL 347474256 475,000.00 4,219.45 10.145
371043562 MERRILL OPT1 OPT1 OH CR A IRVINE FL 342299538 522,500.00 4,457.31 10.050
371043566 MERRILL OPT1 OPT1 OH CR A IRVINE FL 342213013 157,700.00 1,274.40 9.475
371043720 MERRILL OPT1 OPT1 OH CR A IRVINE GA 302772066 205,000.00 1,608.35 8.720
371043930 MERRILL OPT1 OPT1 OH CR A IRVINE FL 327030000 133,000.00 1,157.35 9.900
371044029 MERRILL OPT1 OPT1 OH CR A IRVINE MI 480594011 147,250.00 1,219.40 9.325
371044058 MERRILL OPT1 OPT1 OH CR A IRVINE FL 330327125 484,500.00 3,386.98 8.050
381030346 MERRILL OPT1 OPT1 OH CR A IRVINE MA 02537 320,000.00 2,499.19 9.125
381030389 MERRILL OPT1 OPT1 OH CR A IRVINE MA 02364 299,250.00 2,058.30 7.900
411000356 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604264337 140,000.00 1,228.60 10.000
411000389 MERRILL OPT1 OPT1 OH CR A IRVINE MA 018261696 505,000.00 4,364.71 9.820
411000489 MERRILL OPT1 OPT1 OH CR A IRVINE FL 321802666 229,900.00 1,825.07 8.850
411000603 MERRILL OPT1 OPT1 OH CR A IRVINE NY 136693495 104,500.00 873.02 9.825
411000982 MERRILL OPT1 OPT1 OH CR A IRVINE MA 010562225 186,000.00 1,536.92 9.300
411001038 MERRILL OPT1 OPT1 OH CR A IRVINE MA 014301650 209,000.00 1,750.13 9.850
411001600 MERRILL OPT1 OPT1 OH CR A IRVINE MA 018011621 390,000.00 3,801.34 11.580
411001928 MERRILL OPT1 OPT1 OH CR A IRVINE IL 622441715 152,760.00 1,201.90 9.200
411002320 MERRILL OPT1 OPT1 OH CR A IRVINE CA 952123120 551,000.00 3,122.33 6.800
411002335 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604731360 142,500.00 1,148.80 9.450
421000778 MERRILL OPT1 OPT1 OH CR A IRVINE MA 023461478 267,000.00 2,367.82 10.125
421001243 MERRILL OPT1 OPT1 OH CR A IRVINE NY 140809758 137,000.00 1,197.21 9.950
421001249 MERRILL OPT1 OPT1 OH CR A IRVINE NC 270067923 141,000.00 1,330.01 10.880
421001385 MERRILL OPT1 OPT1 OH CR A IRVINE PA 15401 50,000.00 475.41 10.980
421001596 MERRILL OPT1 OPT1 OH CR A IRVINE NY 142253613 133,950.00 1,048.73 9.150
421001616 MERRILL OPT1 OPT1 OH CR A IRVINE GA 302867026 120,650.00 1,096.42 10.420
421001679 MERRILL OPT1 OPT1 OH CR A IRVINE IL 615544826 77,900.00 715.50 10.550
421001693 MERRILL OPT1 OPT1 OH CR A IRVINE WI 54457 76,700.00 787.77 11.980
421001788 MERRILL OPT1 OPT1 OH CR A IRVINE VA 232371857 221,350.00 1,701.99 8.500
421001792 MERRILL OPT1 OPT1 OH CR A IRVINE GA 319073410 123,500.00 1,197.16 11.225
421001808 MERRILL OPT1 OPT1 OH CR A IRVINE NJ 080961815 171,000.00 1,535.51 10.275
421002216 MERRILL OPT1 OPT1 OH CR A IRVINE SD 570700145 64,500.00 561.91 10.280
421002237 MERRILL OPT1 OPT1 OH CR A IRVINE TN 376013027 125,000.00 1,050.65 9.890
421002288 MERRILL OPT1 OPT1 OH CR A IRVINE PA 195651624 143,000.00 1,130.64 9.250
421002550 MERRILL OPT1 OPT1 OH CR A IRVINE NC 278641129 173,000.00 1,454.68 9.500
421002601 MERRILL OPT1 OPT1 OH CR A IRVINE CT 06450 230,000.00 1,917.21 9.400
421002623 MERRILL OPT1 OPT1 OH CR A IRVINE FL 321775620 137,000.00 1,215.45 10.130
421002634 MERRILL OPT1 OPT1 OH CR A IRVINE DE 197016329 356,250.00 2,503.82 8.100
511050325 MERRILL OPT1 OPT1 OH CR A IRVINE CA 93534 420,719.00 3,111.57 8.875
511050395 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92530 399,990.00 2,249.94 6.750
511050721 MERRILL OPT1 OPT1 OH NS A IRVINE CA 92683 467,400.00 3,301.01 8.475
511050954 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92555 413,000.00 2,667.29 7.750
511051574 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92392 374,729.00 2,263.99 7.250
511051618 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92057 237,500.00 1,316.15 6.650
511051922 MERRILL OPT1 OPT1 OH CR A IRVINE CA 953609502 450,000.00 2,343.75 6.250
511052005 MERRILL OPT1 OPT1 OH CR A IRVINE CA 91767 469,900.00 2,913.38 7.440
511052170 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92557 370,000.00 2,358.75 7.650
511052284 MERRILL OPT1 OPT1 OH CR A IRVINE CA 932681916 176,000.00 1,287.57 8.480
511052399 MERRILL OPT1 OPT1 OH CR A IRVINE CA 913501529 608,700.00 4,560.18 8.990
511052946 MERRILL OPT1 OPT1 OH CR A IRVINE CA 91106 369,550.00 2,340.48 7.600
511052962 MERRILL OPT1 OPT1 OH CR A IRVINE CA 922405572 279,011.00 1,794.99 7.300
511052965 MERRILL OPT1 OPT1 OH CR A IRVINE NV 894038512 255,000.00 1,731.88 8.150
511053049 MERRILL OPT1 OPT1 OH CR A IRVINE AZ 853025138 192,500.00 1,523.96 9.500
511053088 MERRILL OPT1 OPT1 OH CR A IRVINE CA 91744 456,000.00 3,801.07 9.400
511053097 MERRILL OPT1 OPT1 OH CR A IRVINE CA 908151206 495,900.00 2,868.03 6.400
511053272 MERRILL OPT1 OPT1 OH CR A IRVINE CA 932578894 579,271.00 4,413.10 8.400
511053301 MERRILL OPT1 OPT1 OH CR A IRVINE CA 913871516 460,750.00 3,255.62 8.150
511053428 MERRILL OPT1 OPT1 OH CR A IRVINE IN 467619128 199,500.00 1,616.07 9.500
511053446 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92551 244,659.00 1,221.26 5.990
511053600 MERRILL OPT1 OPT1 OH CR A IRVINE CA 908026630 325,000.00 2,380.63 8.790
511053610 MERRILL OPT1 OPT1 OH CR A IRVINE CA 957474819 525,000.00 3,552.25 7.750
511053642 MERRILL OPT1 OPT1 OH CR A IRVINE CA 917091820 508,250.00 3,367.16 7.950
511053760 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92392 290,690.00 1,744.14 7.200
511053768 MERRILL OPT1 OPT1 OH CR A IRVINE CA 935615344 332,500.00 1,911.88 6.900
511053788 MERRILL OPT1 OPT1 OH CR A IRVINE CA 920571917 610,000.00 3,532.92 6.950
511053789 MERRILL OPT1 OPT1 OH CR A IRVINE CA 917501833 610,000.00 3,746.50 6.900
511053802 MERRILL OPT1 OPT1 OH CR A IRVINE CA 935506046 304,950.00 1,575.58 6.200
511053823 MERRILL OPT1 OPT1 OH CR A IRVINE CA 930306760 563,000.00 3,331.08 7.100
511053831 MERRILL OPT1 OPT1 OH CR A IRVINE FL 329278323 173,755.00 1,451.53 9.425
511053835 MERRILL OPT1 OPT1 OH CR A IRVINE CA 956272225 495,000.00 3,591.21 8.400
511054152 MERRILL OPT1 OPT1 OH CR A IRVINE NV 891836261 342,000.00 2,925.76 9.700
511054155 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92392 381,838.00 2,065.11 6.490
511054160 MERRILL OPT1 OPT1 OH CR A IRVINE MN 553712007 167,000.00 1,464.11 10.350
511054161 MERRILL OPT1 OPT1 OH CR A IRVINE CA 923959023 311,490.00 1,609.37 6.200
511054247 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92392 472,990.00 2,443.78 6.200
511054273 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92394 306,490.00 1,949.31 7.200
511054323 MERRILL OPT1 OPT1 OH CR A IRVINE CA 94514 688,750.00 5,307.45 8.990
511054361 MERRILL OPT1 OPT1 OH CR A IRVINE CA 917089315 404,500.00 3,089.05 8.900
511054364 MERRILL OPT1 OPT1 OH CR A IRVINE CA 928836629 439,000.00 3,384.59 8.995
511054378 MERRILL OPT1 OPT1 OH CR A IRVINE WA 986079432 364,000.00 2,721.83 8.200
511054394 MERRILL OPT1 OPT1 OH CR A IRVINE CA 925862307 285,000.00 1,954.95 7.875
511054415 MERRILL OPT1 OPT1 OH CR A IRVINE CA 95687 498,000.00 3,347.33 7.690
511054420 MERRILL OPT1 OPT1 OH CR A IRVINE CA 925848274 431,000.00 3,110.55 8.350
511054436 MERRILL OPT1 OPT1 OH CR A IRVINE WA 982013922 238,450.00 2,225.89 10.750
511054598 MERRILL OPT1 OPT1 OH CR A IRVINE CA 93552 351,500.00 2,417.68 7.900
511054613 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92584 409,515.00 2,004.92 5.875
511054629 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92392 313,690.00 1,463.89 5.600
511054750 MERRILL OPT1 OPT1 OH CR A IRVINE CA 952422055 560,000.00 3,570.00 7.650
511054753 MERRILL OPT1 OPT1 OH CR A IRVINE CA 95209 603,250.00 3,870.85 7.700
511054781 MERRILL OPT1 OPT1 OH CR A IRVINE CA 90022 574,750.00 3,568.24 7.450
511054782 MERRILL OPT1 OPT1 OH CR A IRVINE CA 954093744 611,028.00 3,156.98 6.200
511054791 MERRILL OPT1 OPT1 OH CR A IRVINE CA 921173412 427,500.00 2,974.69 8.350
511054860 MERRILL OPT1 OPT1 OH CR A IRVINE CA 952195491 500,000.00 3,760.85 8.750
511054861 MERRILL OPT1 OPT1 OH CR A IRVINE CA 923993458 605,000.00 4,487.08 8.900
511054942 MERRILL OPT1 OPT1 OH CR A IRVINE CA 913873191 720,000.00 5,394.00 8.990
511054966 MERRILL OPT1 OPT1 OH CR A IRVINE CA 920835541 425,000.00 3,346.87 9.450
511054973 MERRILL OPT1 OPT1 OH CR A IRVINE CA 91913 455,000.00 2,995.42 7.900
511055058 MERRILL OPT1 OPT1 OH CR A IRVINE CA 926307609 456,000.00 3,173.00 8.350
511055097 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92587 392,860.00 2,383.35 7.280
511055116 MERRILL OPT1 OPT1 OH CR A IRVINE CA 907151641 522,500.00 3,222.08 7.400
511055133 MERRILL OPT1 OPT1 OH CR A IRVINE CA 91748 662,000.00 4,697.61 8.190
511055302 MERRILL OPT1 OPT1 OH CR A IRVINE OR 972202503 237,500.00 1,723.06 8.400
521044895 MERRILL OPT1 OPT1 OH CR A IRVINE MO 630122624 134,900.00 1,001.16 8.120
521046661 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604191901 118,750.00 968.33 9.150
521046777 MERRILL OPT1 OPT1 OH CR A IRVINE MO 658047537 161,900.00 1,372.58 9.595
521047084 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604239563 154,375.00 1,339.94 9.870
521047123 MERRILL OPT1 OPT1 OH CR A IRVINE IL 626263504 265,000.00 2,263.15 9.680
521047226 MERRILL OPT1 OPT1 OH CR A IRVINE MO 633763753 269,800.00 2,288.34 9.600
521047229 MERRILL OPT1 OPT1 OH CR A IRVINE IL 606451140 508,250.00 3,803.47 8.700
521047245 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604238107 280,000.00 2,269.08 9.080
521047280 MERRILL OPT1 OPT1 OH CR A IRVINE IL 600472478 236,075.00 1,897.81 8.990
521047330 MERRILL OPT1 OPT1 OH CR A IRVINE IL 62223 133,000.00 1,101.39 9.325
521047341 MERRILL OPT1 OPT1 OH XX A IRVINE MN 554283251 194,750.00 1,709.07 10.000
521047486 MERRILL OPT1 OPT1 OH CR A IRVINE IN 471269731 111,150.00 930.56 9.450
521047513 MERRILL OPT1 OPT1 OH CR A IRVINE IN 479407084 118,750.00 1,033.35 9.900
521047569 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604111222 160,550.00 1,115.12 7.990
521047592 MERRILL OPT1 OPT1 OH CR A IRVINE IL 601154312 182,000.00 1,570.35 9.800
521047598 MERRILL OPT1 OPT1 OH CR A IRVINE IN 461127555 203,900.00 1,596.81 8.700
521047608 MERRILL OPT1 OPT1 OH CR A IRVINE IL 601199451 332,000.00 2,283.56 7.900
521047631 MERRILL OPT1 OPT1 OH CR A IRVINE IN 479602305 92,500.00 857.93 10.990
521047650 MERRILL OPT1 OPT1 OH CR A IRVINE WI 532094317 189,050.00 1,568.99 9.350
521047695 MERRILL OPT1 OPT1 OH CR A IRVINE MO 631221731 350,000.00 3,071.50 10.000
521047718 MERRILL OPT1 OPT1 OH CR A IRVINE IN 460123733 75,000.00 695.89 10.675
521047737 MERRILL OPT1 OPT1 OH CR A IRVINE IL 620403033 175,000.00 1,594.26 10.450
521047753 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604581313 304,000.00 2,262.51 8.150
521047777 MERRILL OPT1 OPT1 OH CR A IRVINE IN 463832327 149,900.00 1,349.39 10.305
521047801 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604663233 242,250.00 1,915.38 9.250
521047816 MERRILL OPT1 OPT1 OH CR A IRVINE MO 633792563 218,000.00 1,897.02 9.900
521047822 MERRILL OPT1 OPT1 OH CR A IRVINE MO 641172030 110,000.00 1,000.05 10.425
521047845 MERRILL OPT1 OPT1 OH CR A IRVINE OH 452521327 346,750.00 2,787.53 8.990
521047855 MERRILL OPT1 OPT1 OH CR A IRVINE MO 630331311 128,155.00 991.77 8.570
521047878 MERRILL OPT1 OPT1 OH CR A IRVINE IN 464092834 66,975.00 657.12 11.380
521047888 MERRILL OPT1 OPT1 OH CR A IRVINE IL 60085 297,000.00 2,274.95 8.930
521047964 MERRILL OPT1 OPT1 OH CR A IRVINE MO 631292645 158,175.00 1,274.99 9.020
521047965 MERRILL OPT1 OPT1 OH CR A IRVINE IN 467509245 133,000.00 1,160.30 9.930
521047999 MERRILL OPT1 OPT1 OH CR A IRVINE IL 608053729 446,500.00 3,101.22 7.990
521048012 MERRILL OPT1 OPT1 OH CR A IRVINE IN 462357902 156,285.00 1,224.88 9.405
521048034 MERRILL OPT1 OPT1 OH CR A IRVINE IL 606393312 304,000.00 2,159.50 8.200
521048078 MERRILL OPT1 OPT1 OH CR A IRVINE MO 633672325 169,100.00 1,531.67 10.380
521048104 MERRILL OPT1 OPT1 OH CR A IRVINE MO 633833376 132,500.00 1,102.07 9.375
521048114 MERRILL OPT1 OPT1 OH CR A IRVINE IL 611019405 146,000.00 1,254.37 9.750
521048122 MERRILL OPT1 OPT1 OH CR A IRVINE IN 468081732 83,000.00 772.92 10.720
521048159 MERRILL OPT1 OPT1 OH CR A IRVINE MO 633664561 163,000.00 1,323.28 9.100
521048195 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604318629 287,850.00 2,156.31 8.710
521048242 MERRILL OPT1 OPT1 OH CR A IRVINE IN 460385313 243,015.00 1,916.72 9.225
521048294 MERRILL OPT1 OPT1 OH CR A IRVINE KS 671101115 133,665.00 1,172.02 9.990
521048573 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604414877 483,535.00 3,544.77 8.500
521048592 MERRILL OPT1 OPT1 OH CR A IRVINE MO 641192601 139,650.00 1,204.94 9.800
521048594 MERRILL OPT1 OPT1 OH CR A IRVINE IN 463213802 243,000.00 2,218.28 10.475
521048756 MERRILL OPT1 OPT1 OH CR A IRVINE IL 610085325 110,000.00 933.20 9.990
521048826 MERRILL OPT1 OPT1 OH CR A IRVINE MO 630693618 249,900.00 1,983.84 8.850
521048843 MERRILL OPT1 OPT1 OH CR A IRVINE IN 462178413 116,000.00 1,000.97 10.175
521048996 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604432518 185,000.00 1,562.33 9.550
521049055 MERRILL OPT1 OPT1 OH CR A IRVINE NV 891045239 253,000.00 1,921.41 8.845
521049069 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604111487 204,250.00 1,548.84 8.350
521049086 MERRILL OPT1 OPT1 OH CR A IRVINE KS 671479429 130,000.00 928.87 8.255
521049090 MERRILL OPT1 OPT1 OH CR A IRVINE IN 464083355 96,500.00 837.96 9.875
521049168 MERRILL OPT1 OPT1 OH CR A IRVINE KS 672351060 162,239.00 1,283.72 9.495
521049181 MERRILL OPT1 OPT1 OH CR A IRVINE KS 666149229 235,600.00 1,963.65 9.800
521049193 MERRILL OPT1 OPT1 OH CR A IRVINE MO 657818222 116,495.00 1,040.02 10.205
521049240 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604161535 150,000.00 1,315.06 10.350
521049254 MERRILL OPT1 OPT1 OH CR A IRVINE MO 640157455 135,850.00 1,214.83 10.225
521049255 MERRILL OPT1 OPT1 OH CR A IRVINE MO 640561482 129,200.00 1,155.36 10.225
521049257 MERRILL OPT1 OPT1 OH CR A IRVINE MO 640561483 129,200.00 1,155.36 10.225
521049258 MERRILL OPT1 OPT1 OH CR A IRVINE MO 640561483 129,200.00 1,155.36 10.225
521049259 MERRILL OPT1 OPT1 OH CR A IRVINE MO 640561482 129,200.00 1,155.36 10.225
521049263 MERRILL OPT1 OPT1 OH CR A IRVINE IN 473745773 80,000.00 734.67 10.875
521049273 MERRILL OPT1 OPT1 OH CR A IRVINE IL 605381342 198,550.00 1,530.01 8.990
521049294 MERRILL OPT1 OPT1 OH CR A IRVINE MO 633767821 350,000.00 2,703.61 8.550
521049324 MERRILL OPT1 OPT1 OH CR A IRVINE IL 601202376 270,750.00 2,266.74 9.450
521049326 MERRILL OPT1 OPT1 OH CR A IRVINE MI 490941135 109,250.00 797.83 7.950
521049341 MERRILL OPT1 OPT1 OH CR A IRVINE IN 468071859 74,100.00 694.50 10.800
521049368 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604303632 82,840.00 810.89 11.350
521049370 MERRILL OPT1 OPT1 OH CR A IRVINE MO 630151154 175,750.00 1,320.35 8.250
521049427 MERRILL OPT1 OPT1 OH CR A IRVINE MI 48040 145,000.00 1,169.31 9.025
521049448 MERRILL OPT1 OPT1 OH CR A IRVINE MI 488388250 144,400.00 1,206.30 9.425
521049451 MERRILL OPT1 OPT1 OH CR A IRVINE MI 480893031 75,500.00 706.48 10.780
521049464 MERRILL OPT1 OPT1 OH CR A IRVINE MI 489069131 122,500.00 1,094.99 10.220
521049491 MERRILL OPT1 OPT1 OH CR A IRVINE MI 481742903 110,000.00 1,018.57 10.650
521049557 MERRILL OPT1 OPT1 OH CR A IRVINE MI 480813147 159,000.00 1,294.19 9.550
521049588 MERRILL OPT1 OPT1 OH CR A IRVINE IL 606074164 330,000.00 2,615.57 9.275
521050210 MERRILL OPT1 OPT1 OH CR A IRVINE IL 605855199 509,200.00 3,709.69 8.440
521050238 MERRILL OPT1 OPT1 OH CR A IRVINE IN 474488526 161,500.00 1,154.22 7.725
521050278 MERRILL OPT1 OPT1 OH CR A IRVINE IN 468157929 118,750.00 964.05 9.100
521050298 MERRILL OPT1 OPT1 OH CR A IRVINE IN 462596775 254,000.00 1,974.92 9.080
521050307 MERRILL OPT1 OPT1 OH CR A IRVINE IN 460528137 175,000.00 1,312.26 8.230
521050350 MERRILL OPT1 OPT1 OH CR A IRVINE IL 601813356 289,900.00 2,389.04 9.680
521050366 MERRILL OPT1 OPT1 OH CR A IRVINE IL 605487075 375,000.00 3,249.40 9.850
521050387 MERRILL OPT1 OPT1 OH CR A IRVINE MO 631251532 163,000.00 1,353.38 9.355
521050393 MERRILL OPT1 OPT1 OH CR A IRVINE OH 444845600 400,000.00 2,860.00 8.580
521050394 MERRILL OPT1 OPT1 OH CR A IRVINE IN 460374471 189,120.00 1,573.00 9.375
521050399 MERRILL OPT1 OPT1 OH CR A IRVINE MI 483464071 236,550.00 1,743.14 8.550
521050400 MERRILL OPT1 OPT1 OH CR A IRVINE WI 532061634 84,550.00 834.07 11.450
521050431 MERRILL OPT1 OPT1 OH CR A IRVINE IL 604114055 114,000.00 1,017.32 10.200
521050504 MERRILL OPT1 OPT1 OH CR A IRVINE MO 656131857 56,000.00 552.00 11.440
521050537 MERRILL OPT1 OPT1 OH CR A IRVINE MO 630342559 239,400.00 1,969.48 9.250
521050548 MERRILL OPT1 OPT1 OH CR A IRVINE IN 46310 873 125,000.00 954.51 8.425
521050578 MERRILL OPT1 OPT1 OH CR A IRVINE MI 482211663 108,900.00 1,018.61 10.775
521050630 MERRILL OPT1 OPT1 OH CR A IRVINE IL 618027174 185,297.00 1,629.54 10.025
521050724 MERRILL OPT1 OPT1 OH CR A IRVINE MI 481804542 98,000.00 857.63 10.330
521050752 MERRILL OPT1 OPT1 OH CR A IRVINE MI 490709742 115,900.00 690.97 6.650
521050958 MERRILL OPT1 OPT1 OH CR A IRVINE IN 468081933 79,900.00 730.57 10.825
521051089 MERRILL OPT1 OPT1 OH CR A IRVINE IN 465449130 150,100.00 1,237.56 9.275
521051115 MERRILL OPT1 OPT1 OH CR A IRVINE IL 600857423 165,000.00 1,165.88 8.150
521051174 MERRILL OPT1 OPT1 OH CR A IRVINE IL 601641755 254,600.00 1,741.67 7.850
521051302 MERRILL OPT1 OPT1 OH CR A IRVINE MO 631201625 94,500.00 877.17 10.680
521051329 MERRILL OPT1 OPT1 OH CR A IRVINE IN 465280000 86,750.00 874.33 11.730
521051457 MERRILL OPT1 OPT1 OH CR A IRVINE SC 295793399 180,795.00 1,471.66 9.130
521051490 MERRILL OPT1 OPT1 OH CR A IRVINE MO 657381330 163,800.00 1,317.23 9.650
551019277 MERRILL OPT1 OPT1 OH CR A IRVINE OK 73008 192,850.00 1,778.51 10.600
551021446 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76026 198,349.00 1,881.43 10.950
551021710 MERRILL OPT1 OPT1 OH CR A IRVINE AR 721044237 97,220.00 962.76 11.500
551022550 MERRILL OPT1 OPT1 OH CR A IRVINE TX 770141975 203,047.00 1,910.69 10.850
551022817 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76039 104,500.00 1,042.84 11.600
551023247 MERRILL OPT1 OPT1 OH CR A IRVINE TX 763102219 110,000.00 1,110.35 11.750
551023509 MERRILL OPT1 OPT1 OH CR A IRVINE TX 765025084 168,142.00 1,428.57 9.620
551023539 MERRILL OPT1 OPT1 OH CR A IRVINE TX 785893139 114,190.00 1,096.10 11.100
551023584 MERRILL OPT1 OPT1 OH CR A IRVINE TX 751548826 241,726.00 1,997.38 9.300
551023649 MERRILL OPT1 OPT1 OH CR A IRVINE TX 751461260 104,500.00 897.82 9.750
551023653 MERRILL OPT1 OPT1 OH CR A IRVINE TX 760364319 99,750.00 965.05 11.200
551023816 MERRILL OPT1 OPT1 OH CR A IRVINE TX 750431105 155,264.00 1,420.26 10.500
551023831 MERRILL OPT1 OPT1 OH CR A IRVINE TX 765437133 104,500.00 1,074.90 12.000
551024016 MERRILL OPT1 OPT1 OH CR A IRVINE TX 782234327 85,025.00 835.51 11.400
551024061 MERRILL OPT1 OPT1 OH CR A IRVINE TX 750894563 136,210.00 1,151.28 9.950
551024136 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76013 164,000.00 1,627.51 11.800
551024145 MERRILL OPT1 OPT1 OH CR A IRVINE OK 730997171 244,560.00 2,159.76 10.075
551024178 MERRILL OPT1 OPT1 OH CR A IRVINE TX 78046 123,500.00 1,047.73 9.990
551024208 MERRILL OPT1 OPT1 OH CR A IRVINE TX 760184024 98,820.00 854.83 9.830
551024227 MERRILL OPT1 OPT1 OH CR A IRVINE TX 761161205 113,050.00 967.13 9.700
551024350 MERRILL OPT1 OPT1 OH CR A IRVINE OK 73003 254,077.50 2,127.16 9.450
551024362 MERRILL OPT1 OPT1 OH CR A IRVINE TX 750545526 364,900.00 3,599.66 11.450
551024377 MERRILL OPT1 OPT1 OH CR A IRVINE TX 760083116 288,400.00 2,665.71 10.950
551024436 MERRILL OPT1 OPT1 OH CR A IRVINE TX 782335915 127,000.00 1,226.27 11.175
551024479 MERRILL OPT1 OPT1 OH CR A IRVINE TX 775458828 147,500.00 1,157.75 8.725
551024482 MERRILL OPT1 OPT1 OH CR A IRVINE TX 761794156 112,000.00 1,008.51 10.650
551024527 MERRILL OPT1 OPT1 OH CR A IRVINE TX 773452432 234,555.00 1,938.13 9.300
551024536 MERRILL OPT1 OPT1 OH CR A IRVINE TX 760852824 158,935.00 1,247.51 8.725
551024637 MERRILL OPT1 OPT1 OH CR A IRVINE TX 782535491 205,865.00 1,753.60 9.650
551024649 MERRILL OPT1 OPT1 OH CR A IRVINE TX 768023607 188,400.00 1,641.52 9.915
551024766 MERRILL OPT1 OPT1 OH CR A IRVINE AR 722123832 167,200.00 1,344.13 8.990
551024819 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76502 89,900.00 851.05 11.230
551024883 MERRILL OPT1 OPT1 OH CR A IRVINE TX 775784977 155,838.00 1,119.14 7.775
551024926 MERRILL OPT1 OPT1 OH CR A IRVINE TX 780465194 124,852.80 1,260.28 11.750
551025078 MERRILL OPT1 OPT1 OH CR A IRVINE TX 757068009 133,000.00 1,048.69 8.775
551025109 MERRILL OPT1 OPT1 OH CR A IRVINE TX 761332115 128,000.00 1,120.93 9.975
551025187 MERRILL OPT1 OPT1 OH CR A IRVINE TX 75602 108,015.00 1,053.21 11.300
551025229 MERRILL OPT1 OPT1 OH CR A IRVINE TX 750778532 206,000.00 1,803.99 9.975
551025296 MERRILL OPT1 OPT1 OH CR A IRVINE TX 77479 220,000.00 1,591.92 8.375
551025319 MERRILL OPT1 OPT1 OH CR A IRVINE TX 782514371 163,123.00 1,251.39 8.475
551025420 MERRILL OPT1 OPT1 OH CR A IRVINE TX 773735070 189,643.00 1,643.27 9.850
551025481 MERRILL OPT1 OPT1 OH CR A IRVINE TX 797074106 163,875.00 1,416.97 9.825
551025587 MERRILL OPT1 OPT1 OH CR A IRVINE TX 78610 201,195.00 1,391.39 7.950
551025591 MERRILL OPT1 OPT1 OH CR A IRVINE TX 761777540 126,696.00 1,118.88 10.075
551025594 MERRILL OPT1 OPT1 OH CR A IRVINE TX 757022710 75,048.00 616.71 9.650
551025630 MERRILL OPT1 OPT1 OH CR A IRVINE OK 73007 118,000.00 990.06 9.475
551025697 MERRILL OPT1 OPT1 OH CR A IRVINE TX 761143913 88,500.00 802.94 10.400
551025706 MERRILL OPT1 OPT1 OH CR A IRVINE TX 78681 215,000.00 1,691.60 9.200
551025717 MERRILL OPT1 OPT1 OH CR A IRVINE TX 782405416 113,050.00 979.59 9.850
551025764 MERRILL OPT1 OPT1 OH CR A IRVINE TX 776321306 110,675.00 1,016.53 10.550
551025797 MERRILL OPT1 OPT1 OH CR A IRVINE TX 782212302 142,500.00 1,232.15 9.825
551025804 MERRILL OPT1 OPT1 OH CR A IRVINE TX 750528740 209,500.00 1,753.95 9.450
551025822 MERRILL OPT1 OPT1 OH CR A IRVINE OK 748200917 207,000.00 1,797.48 9.875
551025826 MERRILL OPT1 OPT1 OH CR A IRVINE OK 730347049 232,275.00 2,124.71 10.500
551025882 MERRILL OPT1 OPT1 OH CR A IRVINE LA 705015444 130,000.00 1,133.64 9.925
551025891 MERRILL OPT1 OPT1 OH CR A IRVINE TX 762481153 189,685.00 1,567.37 9.300
551025898 MERRILL OPT1 OPT1 OH CR A IRVINE TX 799384710 126,000.00 1,065.46 9.565
551025906 MERRILL OPT1 OPT1 OH CR A IRVINE TX 775458821 188,582.00 1,285.83 7.820
551025917 MERRILL OPT1 OPT1 OH CR A IRVINE TX 760280307 228,819.00 2,344.86 11.950
551025941 MERRILL OPT1 OPT1 OH CR A IRVINE TX 751374224 295,000.00 1,893.80 6.650
551025943 MERRILL OPT1 OPT1 OH CR A IRVINE TX 76180 90,100.00 890.53 11.475
551025945 MERRILL OPT1 OPT1 OH CR A IRVINE TX 775325307 129,200.00 1,291.79 11.625
551025969 MERRILL OPT1 OPT1 OH CR A IRVINE TX 760872143 214,825.00 1,773.71 9.700
551025997 MERRILL OPT1 OPT1 OH CR A IRVINE TX 760024006 158,500.00 1,440.98 10.425
551026000 MERRILL OPT1 OPT1 OH CR A IRVINE TX 781325212 555,750.00 3,649.43 7.880
551026017 MERRILL OPT1 OPT1 OH CR A IRVINE TX 782191150 70,300.00 722.58 11.990
551026071 MERRILL OPT1 OPT1 OH CR A IRVINE TX 782583617 380,000.00 3,719.68 11.350
551026144 MERRILL OPT1 OPT1 OH CR A IRVINE TX 768017448 118,900.00 956.70 9.000
551026216 MERRILL OPT1 OPT1 OH CR A IRVINE OK 730998179 208,050.00 1,756.99 9.550
551026283 MERRILL OPT1 OPT1 OH CR A IRVINE OK 740703604 134,900.00 1,131.85 9.475
551026287 MERRILL OPT1 OPT1 OH CR A IRVINE TX 78114 112,100.00 950.79 9.600
551026342 MERRILL OPT1 OPT1 OH CR A IRVINE GA 301684864 149,150.00 1,355.98 10.425
551026473 MERRILL OPT1 OPT1 OH CR A IRVINE AR 729367207 131,100.00 1,038.39 8.825
581012744 MERRILL OPT1 OPT1 OH CR A IRVINE CA 945654648 651,692.00 3,611.46 6.650
581012798 MERRILL OPT1 OPT1 OH CR A IRVINE CA 90630 665,000.00 4,377.92 7.900
581013244 MERRILL OPT1 OPT1 OH CR A IRVINE CA 958231941 330,000.00 2,296.25 8.350
581013447 MERRILL OPT1 OPT1 OH CR A IRVINE CA 945611780 665,000.00 3,988.42 6.700
581013644 MERRILL OPT1 OPT1 OH CR A IRVINE CA 945134143 657,955.00 3,596.82 6.560
581013652 MERRILL OPT1 OPT1 OH CR A IRVINE CA 95624 459,900.00 3,276.79 8.550
581013697 MERRILL OPT1 OPT1 OH CR A IRVINE CA 953763546 329,000.00 2,262.92 7.900
581013721 MERRILL OPT1 OPT1 OH CR A IRVINE WA 980386855 352,000.00 2,317.33 7.900
581013801 MERRILL OPT1 OPT1 OH CR A IRVINE CA 957479149 717,700.00 5,391.84 8.250
581013814 MERRILL OPT1 OPT1 OH CR A IRVINE CA 946054825 550,000.00 3,986.06 8.390
581013841 MERRILL OPT1 OPT1 OH CR A IRVINE CA 957584686 580,000.00 4,251.95 8.500
581013900 MERRILL OPT1 OPT1 OH CR A IRVINE CA 95232 274,000.00 2,146.33 9.400
581014033 MERRILL OPT1 OPT1 OH CR A IRVINE CA 945318407 648,000.00 4,529.95 8.050
581014130 MERRILL OPT1 OPT1 OH CR A IRVINE CA 956702237 323,950.00 2,105.67 7.800
581014143 MERRILL OPT1 OPT1 OH CR A IRVINE CA 954076104 420,000.00 2,776.32 7.540
581014155 MERRILL OPT1 OPT1 OH CR A IRVINE CA 956678616 598,500.00 3,940.13 7.900
581014226 MERRILL OPT1 OPT1 OH CR A IRVINE CA 941242757 693,500.00 3,929.83 6.800
581014235 MERRILL OPT1 OPT1 OH CR A IRVINE ID 83316 173,375.00 1,457.83 9.500
581014258 MERRILL OPT1 OPT1 OH CR A IRVINE CA 955621234 245,000.00 1,842.82 8.750
581014345 MERRILL OPT1 OPT1 OH CR A IRVINE CA 958235386 217,000.00 1,309.23 7.240
581014471 MERRILL OPT1 OPT1 OH CR A IRVINE CA 945918124 530,000.00 3,732.08 8.450
581014556 MERRILL OPT1 OPT1 OH CR A IRVINE CA 945653022 480,000.00 2,740.00 6.850
581014663 MERRILL OPT1 OPT1 OH CR A IRVINE CA 94928 374,000.00 2,813.12 8.750
581014664 MERRILL OPT1 OPT1 OH CR A IRVINE CA 93614 315,000.00 1,995.00 7.600
581014702 MERRILL OPT1 OPT1 OH CR A IRVINE CA 92563 650,000.00 3,975.83 7.340
581014721 MERRILL OPT1 OPT1 OH CR A IRVINE MI 481952931 196,000.00 1,580.10 9.450
581014725 MERRILL OPT1 OPT1 OH CR A IRVINE CA 95842 235,000.00 2,116.08 10.650
581014792 MERRILL OPT1 OPT1 OH CR A IRVINE CA 960023723 570,000.00 4,219.88 8.595
581014892 MERRILL OPT1 OPT1 OH CR A IRVINE CA 958152123 270,000.00 1,676.25 7.450
581014931 MERRILL OPT1 OPT1 OH CR A IRVINE CA 956213415 440,000.00 2,750.00 7.500
581015030 MERRILL OPT1 OPT1 OH CR A IRVINE CA 920261330 345,000.00 2,285.63 7.950
581015058 MERRILL OPT1 OPT1 OH CR A IRVINE CA 960804203 230,000.00 1,630.30 7.640
581015076 MERRILL OPT1 OPT1 OH CR A IRVINE CA 936202910 294,100.00 1,666.57 6.800
581015090 MERRILL OPT1 OPT1 OH CR A IRVINE FL 331554902 489,250.00 3,689.76 9.050
581015147 MERRILL OPT1 OPT1 OH CR A IRVINE CA 953552916 277,600.00 1,607.77 6.950
581015175 MERRILL OPT1 OPT1 OH CR A IRVINE CA 959019381 275,000.00 1,427.71 6.230
581015191 MERRILL OPT1 OPT1 OH CR A IRVINE FL 336171027 106,400.00 965.34 10.400
581015204 MERRILL OPT1 OPT1 OH CR A IRVINE CA 908052914 482,000.00 2,818.47 6.490
581015251 MERRILL OPT1 OPT1 OH CR A IRVINE CA 936117346 323,000.00 1,736.13 6.450
581015267 MERRILL OPT1 OPT1 OH CR A IRVINE CA 945091842 465,000.00 3,448.75 8.900
581015271 MERRILL OPT1 OPT1 OH CR A IRVINE CA 956269788 304,000.00 1,710.00 6.750
581015301 MERRILL OPT1 OPT1 OH CR A IRVINE CA 958643814 312,500.00 1,731.77 6.650
581015326 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 956323129 345,000.00 2,213.75 7.700
581015364 XXXXXXX OPT1 OPT1 OH XX X XXXXXX NV 890522631 494,950.00 3,238.85 7.450
581015395 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 956488241 422,500.00 2,732.17 7.760
581015414 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 951212511 731,500.00 5,059.54 8.300
581015438 XXXXXXX OPT1 OPT1 OH XX X XXXXXX NV 891094500 631,750.00 4,145.69 7.475
611025953 XXXXXXX OPT1 OPT1 OH XX X XXXXXX NY 117721005 460,000.00 3,250.67 8.480
621019074 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 331414302 359,900.00 3,029.16 10.100
621019427 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 333173118 313,500.00 2,233.69 8.550
621019762 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 334145504 361,000.00 3,022.32 9.450
621019772 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 327132944 175,750.00 1,354.31 8.990
621019932 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 137,750.00 1,280.70 10.700
621019959 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 218,000.00 1,848.99 9.600
621019971 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 331615965 139,900.00 1,072.57 9.200
621020006 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 334071644 218,000.00 1,864.96 9.700
621020067 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 190,000.00 1,539.12 9.500
621020120 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 164,000.00 1,515.87 10.950
621020355 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 331693409 275,500.00 2,561.39 10.700
621020373 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 330333573 251,750.00 2,036.52 9.060
621020516 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 333171424 113,515.00 1,098.22 11.200
621020740 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 322104853 140,000.00 1,277.32 10.800
621020743 XXXXXXX OPT1 OPT1 OH XX X XXXXXX GA 300351514 104,000.00 853.81 9.640
621020794 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 322180815 303,658.95 2,564.41 9.550
621020905 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 338111961 174,900.00 1,799.04 12.000
621020953 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 331931557 325,000.00 2,972.90 10.500
621020968 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 329312739 265,050.00 2,444.35 10.600
621021124 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 331833249 450,000.00 3,918.75 10.450
621021133 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 331697440 227,507.00 1,564.83 7.900
621021194 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 334102127 389,000.00 2,772.12 8.230
621021249 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 331772259 299,250.00 2,319.82 9.050
621021407 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 330352519 144,390.50 1,283.16 10.150
621021572 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 331423444 180,500.00 1,469.19 9.550
631015304 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 921262146 584,000.00 3,187.67 6.550
631015358 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 923734489 335,000.00 2,470.63 8.850
631015459 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 925921147 420,000.00 2,660.00 7.600
631015466 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 925305894 351,500.00 2,196.88 7.500
631015509 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 410,000.00 2,682.08 7.850
631015528 XXXXXXX OPT1 OPT1 OH XX X XXXXXX NV 891340187 379,050.00 2,692.63 8.200
631015616 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 902473000 394,250.00 2,004.10 6.100
631015632 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 945792450 359,000.00 2,154.00 7.200
631015649 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 923365843 513,000.00 2,736.00 6.400
631015677 XXXXXXX OPT1 OPT1 OH XX X XXXXXX WA 980308615 159,900.00 1,221.11 8.900
631015723 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 347461824 366,020.00 2,872.95 8.725
631015759 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 920405817 536,750.00 3,573.86 7.990
631015771 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 917017700 575,000.00 3,785.42 7.900
631015785 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 920274036 515,000.00 4,248.75 9.900
631015821 XXXXXXX OPT1 OPT1 OH XX X XXXXXX NV 891834296 226,298.00 1,536.94 8.150
631015859 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 921081844 270,000.00 2,002.50 8.900
631015862 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 956103108 414,000.00 2,518.50 7.300
631015867 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 920562325 636,000.00 3,975.00 7.500
631015880 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 921143042 550,000.00 3,575.00 7.800
651021427 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 363,000.00 2,671.08 8.830
651022377 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MD 207351973 398,050.00 3,088.91 8.600
651022762 XXXXXXX OPT1 OPT1 OH XX X XXXXXX NC 275928122 110,200.00 1,053.63 11.050
651023000 XXXXXXX OPT1 OPT1 OH XX X XXXXXX VA 224082069 218,500.00 1,714.26 8.720
651023040 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 480661269 120,400.00 1,099.10 10.475
651023081 XXXXXXX OPT1 OPT1 OH XX X XXXXXX GA 301262972 284,050.00 2,094.87 8.850
651023153 XXXXXXX OPT1 OPT1 OH XX X XXXXXX VA 223062044 255,900.00 2,300.21 10.630
651023178 XXXXXXX OPT1 OPT1 OH XX X XXXXXX SC 299368638 128,000.00 1,165.61 10.445
651023182 XXXXXXX OPT1 OPT1 OH XX X XXXXXX IA 523022421 99,200.00 980.86 11.480
651023290 XXXXXXX OPT1 OPT1 OH XX X XXXXXX IL 600507747 190,000.00 1,706.83 10.280
651023353 XXXXXXX OPT1 OPT1 OH XX X XXXXXX NC 275023794 346,750.00 2,581.64 8.650
651023391 XXXXXXX OPT1 OPT1 OH XX X XXXXXX AR 716036263 91,000.00 854.95 10.830
651023417 XXXXXXX OPT1 OPT1 OH XX X XXXXXX NC 282622561 227,865.00 1,713.93 8.750
651023444 XXXXXXX OPT1 OPT1 OH XX X XXXXXX CO 800044820 216,600.00 1,949.01 10.300
651023483 XXXXXXX OPT1 OPT1 OH XX X XXXXXX PA 174081507 199,405.00 1,974.69 11.500
651023513 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 206,150.00 1,538.78 8.675
661018948 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 922367342 326,729.00 2,382.40 8.750
661019053 XXXXXXX OPT1 OPT1 OH SR A IRVINE CA 923949508 427,329.00 2,348.53 6.595
661019247 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 923945597 324,500.00 2,106.55 7.790
661019462 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 935504177 347,000.00 2,588.04 8.950
661019532 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 920547493 705,000.00 4,788.13 8.150
661019542 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 200,000.00 1,581.32 9.250
661019587 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 237,500.00 1,723.06 8.400
661019665 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 417,340.00 2,509.65 6.722
661019670 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 924044757 313,000.00 2,129.49 7.800
661019754 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 920261080 675,000.00 4,246.88 7.550
661019778 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 508,250.00 3,711.66 7.950
661020004 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 921143304 384,750.00 3,061.97 9.550
661020018 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 935506022 361,000.00 1,955.42 6.500
661020229 XXXXXXX OPT1 OPT1 OH XX X XXXXXX GA 300418605 200,000.00 1,538.87 8.975
661020255 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 313,523.00 2,309.16 8.545
661020309 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 481882236 335,000.00 2,402.50 8.290
661020322 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 936574255 358,000.00 2,130.10 7.140
661020323 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 933125666 455,000.00 3,410.19 8.715
661020346 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 315,400.00 2,372.35 8.750
661020367 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 923074575 365,000.00 2,813.54 9.250
661020384 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 923363031 400,000.00 2,713.33 8.140
661020401 XXXXXXX OPT1 OPT1 OH XX X XXXXXX SC 298036121 156,000.00 1,230.04 8.775
661020422 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 555,750.00 3,334.50 7.200
661020499 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 200,450.00 1,507.73 8.750
661020548 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 935353477 335,000.00 2,469.80 8.050
661020829 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 357,093.00 2,221.68 7.010
661020856 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 924104338 299,250.00 1,903.26 7.200
661020903 XXXXXXX OPT1 OPT1 OH XX X XXXXXX AZ 863148540 236,000.00 1,831.39 8.600
661020978 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 923452350 348,000.00 2,521.55 8.695
661021007 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 923086754 250,000.00 1,991.80 8.890
661021039 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 923420000 275,500.00 1,936.29 8.100
661021071 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 920402500 675,000.00 5,082.32 8.760
661021103 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 923087860 247,200.00 1,771.60 8.600
661021159 XXXXXXX OPT1 OPT1 OH XX X XXXXXX WA 980061504 405,000.00 3,170.86 9.150
661021163 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 916051209 622,000.00 4,354.00 8.400
661021182 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 184,900.00 1,540.59 9.395
661021194 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 935361716 414,000.00 2,663.42 7.300
661021220 XXXXXXX OPT1 OPT1 OH XX X XXXXXX CO 801345385 1,048,750.00 7,640.50 8.440
661021238 XXXXXXX OPT1 OPT1 OH XX X XXXXXX AZ 853340000 910,000.00 7,055.24 8.590
661021266 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 945447688 489,250.00 3,220.90 7.900
661021272 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 917621720 457,900.00 2,945.85 7.300
661021311 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 902927068 669,750.00 3,906.88 7.000
661021364 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 923742617 361,000.00 2,496.92 8.300
661021476 XXXXXXX OPT1 OPT1 OH XX X XXXXXX ID 833385474 315,000.00 2,427.36 8.990
661021570 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 361,000.00 2,842.87 9.450
661021665 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MO 657710000 475,000.00 3,104.79 7.440
671015470 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 945825662 935,000.00 7,091.98 9.102
671015501 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 956215244 220,000.00 1,496.76 7.800
671015557 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 939062392 389,500.00 2,448.82 7.100
671015568 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 941342741 695,000.00 5,171.80 8.645
671015598 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 945364541 636,500.00 3,712.92 7.000
671015650 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 953767627 643,000.00 4,066.05 7.150
671015668 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 922403046 380,000.00 2,571.16 7.750
671015736 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 294,000.00 2,386.78 9.100
671015791 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 945873044 330,000.00 2,296.25 8.350
671015793 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 953560256 219,990.00 1,527.97 7.990
671015841 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 945551254 607,525.00 3,923.60 7.750
671015843 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 951256251 609,000.00 3,577.87 7.050
671015870 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 932308921 397,143.00 2,758.40 7.990
671015927 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 953805852 354,000.00 2,514.68 8.200
671015968 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 953159286 399,000.00 2,394.00 7.200
671015974 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 951236031 315,000.00 2,270.62 8.650
671015990 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 945463424 685,000.00 4,167.08 7.300
671016040 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 951233256 676,600.00 4,285.13 7.600
671016058 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 935558806 225,000.00 1,565.63 8.350
671016142 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 950513844 450,000.00 3,187.50 8.500
671016237 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 335112119 256,500.00 2,027.05 8.800
671016238 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 951223646 460,750.00 2,745.30 7.150
671016249 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 958332881 293,000.00 2,330.25 9.310
671016255 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 953821060 300,000.00 2,233.58 8.650
671016324 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 953553676 475,000.00 3,305.21 8.350
671016395 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 950305804 845,000.00 6,372.71 9.050
671016504 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 933133933 297,000.00 1,769.63 7.150
671016539 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 953014054 342,000.00 2,472.62 7.845
671016553 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 906404815 445,000.00 2,846.54 7.250
671016647 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OR 970053547 684,000.00 4,704.68 7.900
671016703 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 936124435 249,000.00 1,857.67 8.670
671016755 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 932154737 274,000.00 2,186.58 9.345
671016795 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OR 974702939 385,700.00 2,396.86 7.000
671016841 XXXXXXX OPT1 OPT1 OH XX X XXXXXX AZ 863141403 360,000.00 2,902.22 9.450
671016857 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 945462432 505,000.00 3,587.33 8.200
671016888 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 932211464 326,800.00 2,247.79 7.900
671016942 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 950506941 644,100.00 4,970.31 9.260
671016957 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 945601166 660,000.00 5,164.78 9.145
671016961 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 923928625 349,000.00 2,321.91 7.000
671016981 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 952065405 420,000.00 2,485.00 7.100
671017031 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 949547471 518,000.00 2,546.83 5.900
671017110 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 933046631 240,000.00 1,899.44 9.260
671017151 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 917445209 450,000.00 3,056.25 8.150
671017168 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 940662948 921,500.00 5,493.76 6.650
671017186 XXXXXXX OPT1 OPT1 OH CR A IRVINE CA 945204751 498,750.00 3,411.85 7.850
681014666 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 94,000.00 915.84 11.290
681014669 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 238,000.00 2,083.35 9.970
681014966 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 152,950.00 1,404.81 10.550
691010470 XXXXXXX OPT1 OPT1 OH XX X XXXXXX FL 333225156 251,750.00 1,583.93 7.550
691010829 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MD 219214964 199,000.00 1,740.72 10.325
691010830 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MD 206954432 524,150.00 4,018.48 9.200
691010843 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MD 210741330 407,550.00 3,338.06 9.200
691010938 XXXXXXX OPT1 OPT1 OH XX X XXXXXX VA 201055642 492,964.00 4,147.31 9.900
831070005 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 152,000.00 1,192.53 8.720
831070248 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 475,000.00 3,881.92 9.175
831070666 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 513,000.00 3,505.50 8.200
831070741 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 126,350.00 1,082.83 10.100
831072175 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 275,000.00 2,065.98 8.250
831072588 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 255,000.00 2,035.94 9.350
831072732 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 327,000.00 2,748.49 9.890
831072921 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 313,500.00 2,383.93 8.380
831074604 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 270,000.00 1,676.25 7.450
841017776 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 482191956 100,000.00 855.48 9.700
841021199 XXXXXXX OPT1 OPT1 OH XX X XXXXXX IL 606244024 235,000.00 1,993.18 9.600
841021364 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 494288632 394,250.00 2,726.48 7.950
841021596 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 484463505 140,000.00 1,256.62 10.270
841021601 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 492218328 109,500.00 875.16 8.925
841021772 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 147,250.00 1,278.10 9.870
841021881 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MO 656131271 75,500.00 751.99 11.575
841021904 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 495062560 152,950.00 1,362.07 10.175
841021955 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 495044006 115,900.00 1,077.55 10.700
841021957 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 482241003 100,000.00 1,020.92 11.900
841021986 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 489118419 271,700.00 2,465.06 10.400
841022107 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 140,036.00 1,221.63 10.295
841022243 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 497409308 161,702.00 1,427.42 10.070
841022301 XXXXXXX OPT1 OPT1 OH XX X XXXXXX OH 458879119 208,050.00 1,672.52 8.990
841022385 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 490979107 152,000.00 1,424.61 10.800
841022409 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 493299740 130,000.00 1,107.37 9.650
841022520 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 484731120 135,900.00 1,212.75 10.200
841022565 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 490681228 123,500.00 987.49 8.930
841022615 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 496509708 122,960.00 891.12 7.870
841022619 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 482343812 75,525.00 768.15 11.850
841022631 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 481462835 140,600.00 1,263.06 10.280
841022657 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 490489775 128,250.00 820.38 7.250
841022706 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 480212069 123,500.00 1,148.41 11.020
841022745 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 493167769 163,000.00 1,278.83 8.720
841022799 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 492035720 110,875.00 937.14 9.950
841022912 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 480301508 117,900.00 1,094.38 10.680
841023033 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 237,500.00 1,834.59 8.550
841023040 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 494509666 142,900.00 1,096.78 8.950
841023154 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 493409377 123,500.00 1,000.43 9.500
841023163 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 480932619 159,000.00 1,278.21 8.990
841023375 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 481926425 156,750.00 1,224.77 8.675
841023434 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 480211488 137,000.00 1,101.35 8.990
841023482 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 483361459 252,000.00 2,197.53 9.925
841023583 XXXXXXX OPT1 OPT1 OH XX X XXXXXX IL 601924162 494,000.00 3,342.50 7.750
841023613 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 482053044 68,400.00 708.84 12.100
841023865 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 490878103 408,500.00 2,963.66 8.400
841023947 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 490939118 189,000.00 1,572.01 9.375
841023974 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 481976045 226,043.00 2,144.12 10.950
841024151 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 482381148 80,750.00 726.60 10.300
841024411 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 489062931 55,100.00 544.60 11.475
841024481 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 488619799 131,100.00 1,083.28 9.300
841024562 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 480981727 305,000.00 2,446.98 9.400
841024602 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 495072153 100,700.00 1,012.62 11.700
841024645 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 480213043 148,900.00 1,362.05 10.500
841024700 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 484399005 146,500.00 1,231.85 9.500
841024807 XXXXXXX OPT1 OPT1 OH XX X XXXXXX MI 494242102 124,000.00 992.43 9.375
871006586 XXXXXXX OPT1 OPT1 OH XX X XXXXXX NJ 071052716 330,000.00 2,987.84 10.375
871006588 XXXXXXX OPT1 OPT1 OH XX X XXXXXX NJ 078382503 345,000.00 2,438.00 8.480
871006597 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 540,000.00 4,094.82 8.830
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871006626 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 152,900.00 1,419.25 10.680
871006687 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 213,750.00 1,513.56 8.170
871006747 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 560,500.00 3,409.71 7.300
871006916 XXXXXXX OPT1 OPT1 OH XX X XXXXXX XX 00000 346,750.00 2,928.32 9.550
951001116 XXXXXXX OPT1 OPT1 OH XX X XXXXXX LA 700475040 190,000.00 1,429.12 8.750
151040797 XXXX XXX XXX0 XXX0 OH XX X XXXXXX NJ 070631560 335,350.00 2,432.95 8.400
331049894 BOFA DRY OPT1 OPT1 OH XX X XXXXXX NY 108015908 610,000.00 4,188.67 8.240
331051238 BOFA DRY OPT1 OPT1 OH XX X XXXXXX NY 117563511 430,000.00 2,104.49 5.873
331051451 BOFA DRY OPT1 OPT1 OH XX X XXXXXX NY 112082537 612,500.00 4,098.74 7.650
341038507 BOFA DRY OPT1 OPT1 OH XX X XXXXXX XX 00000 115,900.00 1,060.18 10.500
341038510 XXXX XXX XXX0 XXX0 OH XX X XXXXXX XX 00000 115,900.00 1,060.18 10.500
551024442 XXXX XXX XXX0 XXX0 OH XX X XXXXXX TX 761193717 66,500.00 691.20 12.140
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671016863 XXXX XXX XXX0 XXX0 OH XX X XXXXXX WA 980450000 318,250.00 2,553.29 9.400
031045969 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 936102366 175,000.00 1,064.58 7.300
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051073625 GWICH DRY OPT1 OPT1 OH XX X XXXXXX XX 00000 223,250.00 1,713.48 8.950
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061075002 GWICH DRY OPT1 OPT1 OH XX X XXXXXX OH 431369720 173,000.00 1,291.33 8.675
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061076444 GWICH DRY OPT1 OPT1 OH XX X XXXXXX XX 00000 236,000.00 1,619.72 7.880
101065847 GWICH DRY OPT1 OPT1 OH XX X XXXXXX XX 00000 85,500.00 848.49 11.800
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101067743 GWICH DRY OPT1 OPT1 OH XX X XXXXXX XX 00000 111,300.00 889.94 8.930
101067764 GWICH DRY OPT1 OPT1 OH XX X XXXXXX TX 757068212 55,000.00 562.78 11.930
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581014436 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 953363327 320,000.00 1,746.67 6.550
621020251 GWICH DRY OPT1 OPT1 OH XX X XXXXXX FL 32221 273,200.00 2,529.76 10.650
631016062 GWICH DRY OPT1 OPT1 OH CR A IRVINE AZ 853833690 740,000.00 5,889.17 9.550
661019682 GWICH DRY OPT1 OPT1 OH CR A IRVINE CO 81067 64,000.00 663.98 12.115
661019773 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 925076604 545,000.00 3,284.37 6.740
671015904 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 949014420 517,750.00 3,677.90 8.200
671016109 GWICH DRY OPT1 OPT1 OH CR A IRVINE SC 292092745 152,000.00 1,225.38 9.450
671016316 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 949451306 910,000.00 7,575.75 9.990
671016330 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 920286006 632,000.00 4,476.67 8.500
671016333 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 937033456 210,000.00 1,517.17 8.360
671016378 GWICH DRY OPT1 OPT1 OH CR A IRVINE WA 992163024 210,000.00 1,420.90 7.750
671016393 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 922015261 361,000.00 2,469.53 7.850
671016528 GWICH DRY OPT1 OPT1 OH CR A IRVINE AZ 852088732 318,000.00 1,881.50 7.100
671016591 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 953550000 484,900.00 3,899.40 9.650
671016722 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 948051457 510,000.00 4,041.75 9.510
671016741 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 953045942 880,000.00 6,079.33 8.290
671016800 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 940613844 746,000.00 3,975.34 5.750
671016827 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 945202912 555,000.00 3,858.98 8.000
671016867 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 945653208 399,500.00 2,931.75 8.510
671016903 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 937212312 132,000.00 1,059.02 9.400
671016959 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 950207700 725,000.00 5,785.65 9.345
671016987 GWICH DRY OPT1 OPT1 OH CR A IRVINE WA 984444157 260,000.00 1,935.77 8.650
671017007 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 932574410 199,000.00 1,608.58 9.700
671017042 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 939502721 775,000.00 6,174.58 8.890
671017127 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 953672544 230,000.00 1,636.83 8.540
671017202 GWICH DRY OPT1 OPT1 OH CR A IRVINE CA 937223757 280,000.00 1,983.33 8.500
681014898 GWICH DRY OPT1 OPT1 OH CR A IRVINE NH 3223 133,000.00 1,214.62 10.480
681014905 GWICH DRY OPT1 OPT1 OH CR A IRVINE ME 4416 158,500.00 1,338.54 9.550
681015017 GWICH DRY OPT1 OPT1 OH CR A IRVINE MA 1826 353,400.00 3,280.34 10.680
841022328 GWICH DRY OPT1 OPT1 OH CR A IRVINE MI 492421520 66,900.00 678.73 12.075
841022578 GWICH DRY OPT1 OPT1 OH CR A IRVINE MI 494424036 76,000.00 669.76 10.050
841022756 GWICH DRY OPT1 OPT1 OH CR A IRVINE MI 480821802 143,450.00 1,186.64 9.720
841022898 GWICH DRY OPT1 OPT1 OH CR A IRVINE OH 457295231 154,850.00 1,348.40 9.908
841022933 GWICH DRY OPT1 OPT1 OH CR A IRVINE MI 480262625 160,250.00 1,298.75 9.505
841023141 GWICH DRY OPT1 OPT1 OH CR A IRVINE MI 480444836 210,900.00 1,667.50 9.250
841023346 GWICH DRY OPT1 OPT1 OH CR A IRVINE MI 494158733 116,000.00 1,056.51 10.780
841023396 GWICH DRY OPT1 OPT1 OH CR A IRVINE MI 480212182 146,300.00 1,541.56 12.325
841023430 GWICH DRY OPT1 OPT1 OH CR A IRVINE MI 489064117 167,200.00 1,520.08 10.425
841023926 GWICH DRY OPT1 OPT1 OH CR A IRVINE MI 491202135 90,150.00 781.16 9.850
841024505 GWICH DRY OPT1 OPT1 OH CR A IRVINE MI 497309346 79,500.00 725.34 10.800
871006910 GWICH DRY OPT1 OPT1 OH CR A IRVINE NJ 070182507 308,750.00 2,308.69 8.200
051074527 WAREHOUSE OPT1 OPT1 OH CR A IRVINE LA 701192526 105,000.00 1,092.18 12.150
061073241 WAREHOUSE OPT1 OPT1 OH CR A IRVINE OH 454311830 50,065.00 513.05 11.950
101066021 WAREHOUSE OPT1 OPT1 OH CR A IRVINE TX 75115 308,000.00 2,651.69 10.150
151040450 WAREHOUSE OPT1 OPT1 OH CR A IRVINE PA 191354206 136,500.00 1,129.68 9.725
211051134 WAREHOUSE OPT1 OPT1 OH CR A IRVINE VA 241279779 130,000.00 1,126.46 9.850
321039527 WAREHOUSE OPT1 OPT1 OH CR A IRVINE CO 802604996 150,000.00 1,142.76 8.400
321039814 WAREHOUSE OPT1 OPT1 OH CR A IRVINE UT 843022443 146,000.00 1,280.18 9.990
331051742 WAREHOUSE OPT1 OPT1 OH CR A IRVINE NY 112375129 670,000.00 5,552.81 9.740
331052223 WAREHOUSE OPT1 OPT1 OH CR A IRVINE NY 105503703 589,000.00 4,466.44 8.350
371043413 WAREHOUSE OPT1 OPT1 OH CR A IRVINE GA 300132334 475,000.00 4,063.55 9.700
421000343 WAREHOUSE OPT1 OPT1 OH CR A IRVINE FL 338034739 180,000.00 1,339.50 8.930
511049551 WAREHOUSE OPT1 OPT1 OH NS A IRVINE WA 984453388 313,500.00 1,985.50 7.600
511052081 WAREHOUSE OPT1 OPT1 OH CR A IRVINE CA 925552438 399,000.00 2,743.13 8.250
521051041 WAREHOUSE OPT1 OPT1 OH CR A IRVINE MO 631133809 75,050.00 672.52 10.250
551022199 WAREHOUSE OPT1 OPT1 OH CR A IRVINE TX 766911713 87,827.00 913.55 12.150
551023557 WAREHOUSE OPT1 OPT1 OH CR A IRVINE TX 770472775 122,873.00 1,069.23 9.900
551025888 WAREHOUSE OPT1 OPT1 OH CR A IRVINE TX 76119 111,150.00 1,050.12 10.900
551026324 WAREHOUSE OPT1 OPT1 OH CR A IRVINE TX 784186920 361,000.00 3,048.66 9.550
581013360 WAREHOUSE OPT1 OPT1 OH NS A IRVINE CA 945903077 322,000.00 1,985.67 7.400
581015372 WAREHOUSE OPT1 OPT1 OH CR A IRVINE OR 972674219 310,000.00 1,772.17 6.860
581015504 WAREHOUSE OPT1 OPT1 OH CR A IRVINE CA 951111510 575,000.00 4,120.83 8.600
611026155 WAREHOUSE OPT1 OPT1 OH CR A IRVINE NY 110032220 446,500.00 3,256.29 8.450
621019705 WAREHOUSE OPT1 OPT1 OH CR A IRVINE FL 330215725 275,500.00 2,507.76 10.440
621020903 WAREHOUSE OPT1 OPT1 OH CR A IRVINE NJ 086092521 130,000.00 1,282.42 11.450
621021122 WAREHOUSE OPT1 OPT1 OH CR A IRVINE FL 331686230 202,350.00 1,487.59 8.020
631015707 WAREHOUSE OPT1 OPT1 OH CR A IRVINE UT 840106748 192,470.00 1,411.45 8.800
671016982 WAREHOUSE OPT1 OPT1 OH CR A IRVINE CA 945338994 875,000.00 6,986.08 9.350
691010042 WAREHOUSE OPT1 OPT1 OH CR A IRVINE MD 206024110 476,890.50 3,423.69 8.300
791007452 WAREHOUSE OPT1 OPT1 OH NS A IRVINE SD 57350 162,450.00 1,469.24 10.700
831069399 WAREHOUSE OPT1 OPT1 OH CR A IRVINE CA 95835 522,500.00 3,890.15 8.650
831069980 WAREHOUSE OPT1 OPT1 OH CR A IRVINE SC 29803 135,850.00 1,034.00 8.390
831069981 WAREHOUSE OPT1 OPT1 OH CR A IRVINE FL 33547 345,800.00 2,401.79 7.990
841020280 WAREHOUSE OPT1 OPT1 OH CR A IRVINE MI 480341317 121,600.00 1,204.19 11.500
871006614 WAREHOUSE OPT1 OPT1 OH CR A IRVINE NJ 071113422 293,550.00 2,740.23 10.750
Collateral ID CloseDate FirstDue MaturityDate Modification Date CaseNumber GroupNumber TrustNumber CtrlNum Alternate ID Investor ID ArmAdjust Arm Conv Arm Round
------------- --------- -------- ------------ ----------------- ---------- ----------- ----------- ------- ------------ ----------- --------- -------- ---------
031045963 11/06/2006 01/01/2007 12/01/2036 Y UBS031407 OOMC2007-HL1 N 418000.00 12/01/2011 N
051073410 01/12/2007 01/01/2007 12/01/2036 Y UBS011807 OOMC2007-HL1 N 177000.00 12/01/2008 N
051073882 12/18/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 111625.00 01/01/2010 N
051074021 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 147800.00 01/01/2009 N
051074223 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 143000.00 01/01/2009 N
061074411 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 139400.00 01/01/2009 N
061075082 01/12/2007 03/01/2007 02/01/2037 Y UBS011807 OOMC2007-HL1 N 123000.00 02/01/2009 N
061075120 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 136900.00 01/01/2009 N
061076566 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 180000.00 01/01/2009 N
061076606 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 345000.00 01/01/2009 N
061076670 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 147000.00 01/01/2009 N
101063944 10/10/2006 12/01/2006 11/01/2036 Y UBS012607 OOMC2007-HL1 N 64660 11/01/2008 N
101064814 12/28/2006 01/01/2007 12/01/2036 Y UBS011807 OOMC2007-HL1 N 169000.00 12/01/2008 N
101065240 11/30/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 328000 12/01/2008 N
101065294 12/28/2006 01/01/2007 12/01/2036 Y UBS011807 OOMC2007-HL1 N 105000.00 12/01/2008 N
101065345 11/30/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 127000.00 12/01/2009 N
101065444 12/28/2006 12/01/2006 11/01/2036 Y UBS011807 OOMC2007-HL1 N 174141.80 11/01/2008 N
101065522 11/21/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 144000.00 12/01/2009 N
101065564 12/18/2006 02/01/2007 01/01/2037 Y UBS012207 OOMC2007-HL1 N 189050.00 01/01/2009 N
101065715 12/28/2006 01/01/2007 12/01/2036 Y UBS011807 OOMC2007-HL1 N 110000.00 12/01/2008 N
101065830 11/27/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 160565.00 12/01/2008 N
101066009 11/21/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 194500.00 12/01/2008 N
101066073 11/17/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 227140.00 12/01/2008 N
101066083 12/28/2006 01/01/2007 12/01/2036 Y UBS011807 OOMC2007-HL1 N 184010.00 12/01/2008 N
101066102 11/15/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 227000.00 12/01/2008 N
101066134 12/20/2006 02/01/2007 01/01/2037 Y UBS012207 OOMC2007-HL1 N 147250.00 01/01/2009 N
101066143 11/30/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 182000.00 12/01/2008 N
101066258 12/04/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 171190.00 12/01/2008 N
101066262 12/19/2006 02/01/2007 01/01/2037 Y UBS012207 OOMC2007-HL1 N 115953.00 01/01/2009 N
101066322 11/30/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 196562.00 12/01/2008 N
101066350 12/13/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 124900.00 01/01/2009 N
101066353 12/14/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 122949.00 12/01/2008 N
101066365 11/22/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 134500.00 12/01/2008 N
101066380 11/22/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 172900.00 12/01/2008 N
101066434 12/05/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 88000.00 01/01/2009 N
101066520 12/08/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 127000 01/01/2009 N
101066555 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 120000.00 01/01/2009 N
101066594 12/28/2006 01/01/2007 12/01/2036 Y UBS011807 OOMC2007-HL1 N 195900.00 12/01/2008 N
101066629 12/11/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 125000.00 01/01/2009 N
101066633 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 270000.00 01/01/2009 N
101066676 01/12/2007 01/01/2007 12/01/2036 Y UBS011807 OOMC2007-HL1 N 131000.00 12/01/2008 N
101066697 12/06/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 295000.00 01/01/2009 N
101066706 12/20/2006 02/01/2007 01/01/2037 Y UBS012207 OOMC2007-HL1 N 297269.00 01/01/2009 N
101066742 12/28/2006 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 251500.00 01/01/2009 N
101066832 12/07/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 168000.00 12/01/2008 N
101066972 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 438000.00 01/01/2009 N
101067120 12/11/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 258226.00 01/01/2009 N
101067148 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 105000.00 01/01/2009 N
101067215 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 130900.00 01/01/2009 N
101067493 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 185000.00 01/01/2009 N
151039823 12/29/2006 02/01/2007 01/01/2037 Y UBS012207 OOMC2007-HL1 N 173850.00 01/01/2009 N
151040054 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 255000.00 01/01/2009 N
151040432 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 103000.00 01/01/2010 N
151040819 01/09/2007 03/01/2007 02/01/2037 Y UBS012207 OOMC2007-HL1 N 166155.00 02/01/2009 N
171035653 10/30/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 237500 11/01/2008 N
171038245 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 299990.00 01/01/2009 N
171038368 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 325000.00 01/01/2009 N
171038673 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 325000.00 01/01/2009 N
191034560 01/12/2007 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 177000.00 01/01/2009 N
211049547 10/27/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 266000 11/01/2008 N
211049708 12/06/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 169000.00 12/01/2008 N
211050170 11/20/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 559500.00 12/01/2008 N
211050267 11/17/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 156750.00 12/01/2008 N
211050383 11/24/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 142500.00 12/01/2008 N
211050571 11/22/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 192500.00 12/01/2008 N
211050678 11/22/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 231325.00 12/01/2008 N
211050680 11/21/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 95000.00 12/01/2008 N
211050727 01/03/2007 02/01/2007 01/01/2037 Y UBS012207 OOMC2007-HL1 N 403750.00 01/01/2009 N
211050894 11/30/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 161500.00 12/01/2008 N
211051101 12/19/2006 01/01/2007 12/01/2036 Y UBS012207 OOMC2007-HL1 N 131100.00 12/01/2008 N
211051256 12/26/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 230000 01/01/2009 N
211052684 01/17/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 352013.00 02/01/2009 N
231085951 10/30/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 175750 11/01/2008 N
231086790 11/17/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 150100.00 12/01/2008 N
231086934 11/20/2006 01/01/2007 12/01/2036 N UBS121306 OOMC2007-HL1 N 121320.00 12/01/2008 N
231086983 11/30/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 235000.00 12/01/2008 N
231086997 11/17/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 304000.00 12/01/2008 N
231087003 11/22/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 144400.00 12/01/2008 N
231087184 11/28/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 260000.00 12/01/2008 N
261058558 10/31/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 158935 11/01/2008 N
291007064 09/14/2006 10/01/2006 09/01/2036 Y UBS011807 OOMC2007-HL1 N 142447.51 09/01/2008 N
291007930 10/20/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 119700 11/01/2008 N
291008034 10/27/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 295450 11/01/2008 N
321036266 11/10/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 213658.00 12/01/2008 N
321037758 10/24/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 166250 11/01/2008 N
321037799 11/01/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 209521.55 11/01/2008 N
321037825 11/17/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 294403.00 12/01/2008 N
321037868 11/27/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 224675.00 12/01/2008 N
321038051 12/08/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 142000 01/01/2009 N
321038149 10/23/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 189905 11/01/2008 N
321038348 11/21/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 207000.00 12/01/2008 N
321038365 11/28/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 228000.00 12/01/2008 N
321038523 11/15/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 185000.00 12/01/2008 N
321038558 11/20/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 254726.00 12/01/2008 N
321038577 11/27/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 280250.00 12/01/2008 N
321038630 11/17/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 154000.00 12/01/2008 N
321038738 11/20/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 161500.00 12/01/2008 N
321038921 11/22/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 245000.00 12/01/2008 N
321038961 11/22/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 239900.00 12/01/2008 N
321039034 11/21/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 224000.00 12/01/2008 N
321039144 11/27/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 344500.00 12/01/2008 N
321039202 12/15/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 169000.00 01/01/2009 N
321039282 12/13/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 166900.00 01/01/2009 N
331050624 11/24/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 582400.00 12/01/2011 N
331050900 11/27/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 638500.00 12/01/2008 N
331050907 11/28/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 663500.00 12/01/2008 N
331050966 12/15/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 90013.00 01/01/2010 N
341036544 10/23/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 131100 11/01/2008 N
341036671 10/27/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 315400 11/01/2008 N
341036898 10/20/2006 12/01/2006 11/01/2036 Y UBS121306 OOMC2007-HL1 N 516800 11/01/2008 N
341036940 11/09/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 85405 12/01/2008 N
341037014 10/20/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 131100 11/01/2008 N
341037076 10/20/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 123500 11/01/2008 N
341037161 10/25/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 226100 11/01/2008 N
341037195 11/15/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 794000.00 12/01/2008 N
341037243 11/17/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 75000.00 12/01/2008 N
341037288 10/30/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 178600 11/01/2008 N
341037322 11/07/2006 12/01/2006 11/01/2036 Y UBS121306 OOMC2007-HL1 N 175750.00 11/01/2008 N
341037353 10/31/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 113905 11/01/2008 N
341037363 10/31/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 104500 11/01/2008 N
341037432 11/21/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 92150.00 12/01/2008 N
341037476 11/29/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 179835.00 12/01/2008 N
341037497 11/27/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 123500.00 12/01/2008 N
341037538 11/20/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 126350.00 12/01/2008 N
341037539 11/17/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 138700.00 12/01/2008 N
341037582 11/21/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 135850.00 12/01/2008 N
341037618 11/15/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 118750.00 12/01/2008 N
341037635 11/17/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 211375.00 12/01/2009 N
341037640 11/21/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 455000.00 12/01/2008 N
341037669 11/20/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 172000.00 12/01/2008 N
341037671 11/16/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 242250.00 12/01/2008 N
341037701 11/22/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 100000.00 12/01/2008 N
341037757 11/15/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 80750.00 12/01/2008 N
341037924 11/27/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 305648.00 12/01/2008 N
341037942 11/21/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 266950.00 12/01/2008 N
341037977 11/29/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 210900.00 12/01/2008 N
341037984 11/29/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 129000.00 12/01/2008 N
341038004 11/28/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 66405.00 12/01/2008 N
341038007 11/29/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 110400.00 12/01/2008 N
341038008 11/29/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 135500.00 12/01/2008 N
341038208 11/29/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 140600.00 12/01/2011 N
351040521 12/06/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 175000.00 12/01/2008 N
351040838 10/23/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 125400 11/01/2008 N
351041109 11/22/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 126350.00 12/01/2008 N
351041138 10/27/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 113715 11/01/2008 N
351041234 11/16/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 129000.00 12/01/2008 N
351041510 11/20/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 109000.00 12/01/2011 N
351041609 10/31/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 291175 11/01/2008 N
351041637 11/17/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 292600.00 12/01/2008 N
351041646 11/10/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 123861.00 12/01/2008 N
351041788 11/22/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 139863.00 12/01/2008 N
351041933 11/17/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 120175.00 12/01/2008 N
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351041978 11/16/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 132050.00 12/01/2008 N
351042022 11/20/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 154500.00 12/01/2008 N
351042039 11/20/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 128000.00 12/01/2008 N
351042059 12/07/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 118000.00 01/01/2009 N
351042101 11/20/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 182080.00 12/01/2008 N
351042141 12/12/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 155000.00 01/01/2009 N
351042227 12/12/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 100000.00 01/01/2009 N
351042539 12/14/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 140687.00 01/01/2009 N
351042600 12/15/2006 02/01/2007 01/01/2037 Y UBS012207 OOMC2007-HL1 N 118750.00 01/01/2009 N
371039475 11/16/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 168000.00 12/01/2008 N
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371040421 10/30/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 193800 11/01/2008 N
371040935 11/15/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 156750.00 12/01/2008 N
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371041232 11/21/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 174900.00 12/01/2008 N
371041332 11/09/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 132050 12/01/2008 N
371041346 11/10/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 255000.00 12/01/2008 N
371041394 11/28/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 89900.00 12/01/2008 N
371041436 11/27/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 158169.00 12/01/2008 N
371041445 11/13/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 247000.00 12/01/2008 N
371041536 11/17/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 145000.00 12/01/2008 N
371041670 11/28/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 148850.00 12/01/2008 N
371041828 11/21/2006 01/01/2007 12/01/2036 N UBS121306 OOMC2007-HL1 N 120555.00 12/01/2008 N
371041854 11/17/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 200000.00 12/01/2008 N
371041856 11/21/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 134900.00 12/01/2008 N
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371042059 11/21/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 160000.00 12/01/2008 N
371042069 11/28/2006 01/01/2007 12/01/2036 N UBS121306 OOMC2007-HL1 N 607300.00 12/01/2008 N
371042128 11/21/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 240000.00 12/01/2008 N
371042163 11/28/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 212800.00 12/01/2008 N
401010430 10/31/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 779000 11/01/2008 N
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411000541 10/31/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 216600 11/01/2008 N
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411000727 10/31/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 166250 11/01/2008 N
411000843 11/21/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 131670.00 12/01/2011 N
411000976 11/21/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 175275.00 12/01/2011 N
411000998 11/14/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 56050.00 12/01/2008 N
411001216 11/28/2006 01/01/2007 12/01/2036 N UBS121306 OOMC2007-HL1 N 118300.00 12/01/2008 N
411001438 11/27/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 230850.00 12/01/2011 N
411001531 12/20/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 113000 01/01/2009 N
411002064 01/02/2007 02/01/2007 01/01/2037 Y UBS012207 OOMC2007-HL1 N 247000.00 01/01/2012 N
411002410 01/22/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 176700 02/01/2012 N
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421000142 10/30/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 172900 11/01/2008 N
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421000490 10/23/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 254600 11/01/2008 N
421000610 10/31/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 68400 11/01/2008 N
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421000678 11/20/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 133000.00 12/01/2008 N
421000705 01/04/2007 02/01/2007 01/01/2037 Y UBS012207 OOMC2007-HL1 N 59850.00 01/01/2009 N
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421000974 11/06/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 123500.00 11/01/2008 N
421001611 11/22/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 74000.00 12/01/2008 N
421002168 12/28/2006 02/01/2007 01/01/2037 Y UBS011807 OOMC2007-HL1 N 120000.00 01/01/2009 N
421002230 01/08/2007 03/01/2007 02/01/2037 Y UBS012207 OOMC2007-HL1 N 177650.00 02/01/2009 N
421002331 01/08/2007 03/01/2007 02/01/2037 Y UBS012207 OOMC2007-HL1 N 115000.00 02/01/2009 N
421002414 12/26/2006 02/01/2007 01/01/2037 Y UBS012207 OOMC2007-HL1 N 129200.00 01/01/2009 N
511051337 10/26/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 437000 11/01/2008 N
511051428 11/13/2006 12/01/2006 11/01/2036 Y UBS121306 OOMC2007-HL1 N 427095.00 11/01/2008 N
511051434 11/21/2006 12/01/2006 11/01/2036 Y UBS121306 OOMC2007-HL1 N 409990.00 11/01/2008 N
511051687 11/17/2006 12/01/2006 11/01/2036 Y UBS121306 OOMC2007-HL1 N 323833.00 11/01/2008 N
511051729 10/23/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 471200 11/01/2008 N
511051801 11/16/2006 01/01/2007 12/01/2036 N UBS121306 OOMC2007-HL1 N 500000.00 12/01/2008 N
511051867 10/31/2006 12/01/2006 11/01/2036 Y UBS111606 OOMC2007-HL1 N 432250 11/01/2008 N
511051890 11/21/2006 12/17/2006 11/17/2036 Y UBS121306 OOMC2007-HL1 N 416060.00 11/17/2008 N
511051947 11/13/2006 12/01/2006 11/01/2036 Y UBS121306 OOMC2007-HL1 N 380177.00 11/01/2008 N
511052196 11/16/2006 01/01/2007 12/01/2036 Y UBS121306 OOMC2007-HL1 N 236000.00 12/01/2008 N
511052791 12/15/2006 02/01/2007 01/01/2037 Y UBS012207 OOMC2007-HL1 N 304000.00 01/01/2009 N
511054074 12/13/2006 02/01/2007 01/01/2037 N UBS012207 OOMC2007-HL1 N 510570 01/01/2009 N
511054619 01/17/2007 02/01/2007 01/01/2037 Y UBS021407 OOMC2007-HL1 N 742000 01/01/2009 N
511054711 01/19/2007 02/01/2007 01/01/2037 Y UBS021407 OOMC2007-HL1 N 256500.00 01/01/2009 N
511054854 01/08/2007 02/01/2007 01/01/2037 Y UBS021407 OOMC2007-HL1 N 280250.00 01/01/2009 N
511054912 01/12/2007 03/01/2007 02/01/2037 N UBS021407 OOMC2007-HL1 N 201400.00 02/01/2009 N
511055318 01/18/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 304724.00 02/01/2009 N
511055346 01/17/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 546250 02/01/2009 N
511055381 01/16/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 424000.00 02/01/2012 N
521047048 11/07/2006 01/01/2007 12/01/2036 Y UBS111606 OOMC2007-HL1 N 139650.00 12/01/2008 N
521047233 11/06/2006 01/01/2007 12/01/2036 Y UBS111606 OOMC2007-HL1 N 229900.00 12/01/2008 N
521048288 01/03/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 138937.50 02/01/2009 N
521048749 12/19/2006 02/01/2007 01/01/2037 N UBS012207 OOMC2007-HL1 N 176855 01/01/2009 N
521048950 01/18/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 104500.00 02/01/2009 N
521049088 01/12/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 165775.00 02/01/2009 N
521049136 01/19/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 75000.00 02/01/2009 N
521049400 01/19/2007 02/01/2007 01/01/2037 Y UBS021407 OOMC2007-HL1 N 139847.80 01/01/2009 N
521049578 01/16/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 75000.00 02/01/2009 N
521050218 01/16/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 156000.00 02/01/2009 N
521050306 01/16/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 143450.00 02/01/2009 N
521050353 01/17/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 271700.00 02/01/2009 N
521050378 01/19/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 76000.00 02/01/2009 N
521050403 01/19/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 375250.00 02/01/2009 N
521050447 01/18/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 142500.00 02/01/2009 N
521050507 01/16/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 71155.00 02/01/2009 N
521050579 01/16/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 110000.00 02/01/2009 N
521050694 01/19/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 90725.00 02/01/2009 N
521051063 01/22/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 269800 02/01/2009 N
521051236 01/17/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 97375.00 02/01/2009 N
521051423 01/16/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 102000.00 02/01/2009 N
521051444 01/19/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 140500.00 02/01/2009 N
521051613 01/19/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 129500.00 02/01/2009 N
521051640 01/22/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 218500.00 02/01/2009 N
551023525 12/01/2006 10/01/2006 09/01/2036 Y UBS021407 OOMC2007-HL1 N 153900.00 09/01/2009 N
551023581 11/30/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 100000.00 12/01/2008 N
551024220 12/28/2006 01/01/2007 12/01/2036 Y UBS011807 OOMC2007-HL1 N 115000.00 12/01/2008 N
551024504 12/29/2006 01/01/2007 12/01/2036 Y UBS012207 OOMC2007-HL1 N 204250.00 12/01/2008 N
551024631 12/04/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 230000.00 01/01/2009 N
551024642 12/07/2006 01/01/2007 12/01/2036 Y UBS012607 OOMC2007-HL1 N 110500.00 12/01/2008 N
551024972 12/15/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 102500.00 01/01/2009 N
551025160 12/21/2006 02/01/2007 01/01/2037 Y UBS012207 OOMC2007-HL1 N 175750.00 01/01/2009 N
551025241 01/18/2007 02/01/2007 01/01/2037 Y UBS021407 OOMC2007-HL1 N 114883.00 01/01/2009 N
551025456 12/13/2006 02/01/2007 01/01/2037 Y UBS012607 OOMC2007-HL1 N 139500.00 01/01/2009 N
551025508 01/22/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 185000 02/01/2009 N
551025974 01/18/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 154000.00 02/01/2009 N
551026221 01/23/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 242000 02/01/2009 N
551026353 01/19/2007 03/01/2007 02/01/2037 N UBS021407 OOMC2007-HL1 N 162850.00 02/01/2009 N
551026451 01/23/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 112955 02/01/2009 N
551026493 01/19/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 190000.00 02/01/2009 N
551026551 01/19/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 216600.00 02/01/2009 N
581013864 01/09/2007 01/01/2007 12/01/2036 Y UBS021407 OOMC2007-HL1 N 185957.96 12/01/2008 N
581014579 12/26/2006 02/01/2007 01/01/2037 Y UBS021407 OOMC2007-HL1 N 535000 01/01/2012 N
581015555 01/17/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 365750 02/01/2009 N
581015720 01/22/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 515000.00 02/01/2009 N
581015795 01/23/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 435000 02/01/2009 N
621021237 01/22/2007 03/01/2007 02/01/2037 Y UBS021407 OOMC2007-HL1 N 286900 02/01/2009 N
631015647 11/07/2006 12/01/2006 11/01/2036 N UBS111606 OOMC2007-HL1 N 397000.00 11/01/2008 N
661020015 12/28/2006 01/01/2007 12/01/2036 Y UBS011807 OOMC2007-HL1 N 300000 12/01/2008 N
661020317 12/28/2006 02/01/2007 01/01/2037 Y UBS021407 OOMC2007-HL1 N 164350.00 01/01/2010 N
661020331 01/08/2007 02/01/2007 01/01/2037 Y UBS021407 OOMC2007-HL1 N 410540.00 01/01/2009 N
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211052516 01/16/2007 02/01/2007 01/01/2037 Y DBSP032807 OOMC2007-HL1 N 158600.00 01/01/2009 N
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321038379 12/06/2006 01/01/2007 12/01/2036 Y DBSP122106 OOMC2007-HL1 N 399000.00 12/01/2008 N
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331052623 01/16/2007 03/01/2007 02/01/2037 Y DBSP032807 OOMC2007-HL1 N 399000.00 02/01/2009 N
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341038532 01/03/2007 02/01/2007 01/01/2037 Y DBSP032807 OOMC2007-HL1 N 123500.00 01/01/2009 N
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341038747 12/22/2006 02/01/2007 01/01/2037 Y DBSP011207 OOMC2007-HL1 N 92000.00 01/01/2009 N
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341038922 12/29/2006 02/01/2007 01/01/2037 Y DBSP032807 OOMC2007-HL1 N 160392.00 01/01/2009 N
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341039058 12/20/2006 02/01/2007 01/01/2037 Y DBSP011207 OOMC2007-HL1 N 68000.00 01/01/2009 N
341039185 12/22/2006 02/01/2007 01/01/2037 Y DBSP011207 OOMC2007-HL1 N 207500.00 01/01/2009 N
341039223 01/08/2007 03/01/2007 02/01/2037 Y DBSP032807 OOMC2007-HL1 N 239875.00 02/01/2009 N
341039245 01/11/2007 03/01/2007 02/01/2037 Y DBSP032807 OOMC2007-HL1 N 351500 02/01/2009 N
341039263 12/27/2006 02/01/2007 01/01/2037 Y DBSP011207 OOMC2007-HL1 N 232000.00 01/01/2009 N
341039264 01/04/2007 02/01/2007 01/01/2037 Y DBSP032807 OOMC2007-HL1 N 294500.00 01/01/2009 N
341039365 12/28/2006 02/01/2007 01/01/2037 Y DBSP011207 OOMC2007-HL1 N 205000.00 01/01/2009 N
341039373 12/28/2006 02/01/2007 01/01/2037 Y DBSP011207 OOMC2007-HL1 N 145000.00 01/01/2009 N
341039439 01/03/2007 02/01/2007 01/01/2037 Y DBSP032807 OOMC2007-HL1 N 140600.00 01/01/2009 N
341039455 01/08/2007 02/01/2007 01/01/2037 Y DBSP032807 OOMC2007-HL1 N 102000.00 01/01/2009 N
341039529 01/10/2007 03/01/2007 02/01/2037 Y DBSP032807 OOMC2007-HL1 N 180500.00 02/01/2009 N
341039544 01/10/2007 03/01/2007 02/01/2037 Y DBSP032807 OOMC2007-HL1 N 165000.00 02/01/2009 N
341039618 01/17/2007 03/01/2007 02/01/2037 N DBSP032807 OOMC2007-HL1 N 221000.00 02/01/2009 N
341039686 01/03/2007 03/01/2007 02/01/2037 Y DBSP032807 OOMC2007-HL1 N 192500.00 02/01/2009 N
341039715 01/05/2007 02/01/2007 01/01/2037 Y DBSP032807 OOMC2007-HL1 N 172000.00 01/01/2009 N
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671015900 12/04/2006 01/01/2007 12/01/2036 Y DBSP122106 OOMC2007-HL1 N 625000.00 12/01/2008 N
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671016442 12/11/2006 01/01/2007 12/01/2036 Y DBSP122106 OOMC2007-HL1 N 485000.00 12/01/2008 N
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831074623 01/22/2007 02/01/2007 01/01/2037 N DBSP022707 OOMC2007-HL1 N 247000.00 01/01/2009 N
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031045925 01/26/2007 12/01/2006 11/01/2036 Y LEHM012607 OOMC2007-HL1 N 365750.00 11/01/2008 N
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031046163 02/14/2007 01/01/2007 12/01/2036 Y LEHM021407 OOMC2007-HL1 N 145117.51 12/01/2008 N
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051074239 01/26/2007 02/01/2007 01/01/2037 Y LEHM012607 OOMC2007-HL1 N 210900.00 01/01/2009 N
051074433 02/14/2007 03/01/2007 02/01/2037 Y LEHM021407 OOMC2007-HL1 N 186200.00 02/01/2009 N
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061074770 01/26/2007 02/01/2007 01/01/2037 Y LEHM012607 OOMC2007-HL1 N 77900.00 01/01/2009 N
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061076305 01/22/2007 02/01/2007 01/01/2037 Y LEHM012207 OOMC2007-HL1 N 84455.00 01/01/2009 N
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061076539 01/22/2007 02/01/2007 01/01/2037 Y LEHM012207 OOMC2007-HL1 N 81700.00 01/01/2009 N
061076675 01/22/2007 02/01/2007 01/01/2037 Y LEHM012207 OOMC2007-HL1 N 66737.50 01/01/2009 N
061077253 02/14/2007 03/01/2007 02/01/2037 Y LEHM021407 OOMC2007-HL1 N 137000 02/01/2009 N
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211050638 12/05/2006 01/01/2007 12/01/2036 Y CITIGMR013107 OOMC2007-HL1 N 153572.00 12/01/2008 N
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211051192 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 222000.00 01/01/2009 N
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211051221 12/28/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 107000.00 01/01/2009 N
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211051860 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 194100.00 01/01/2009 N
211051886 12/20/2006 02/01/2007 01/01/2037 Y CITIGMR013107 OOMC2007-HL1 N 245000.00 01/01/2009 N
211052200 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 172250.00 01/01/2009 N
231086663 11/16/2006 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 165000 11/01/2008 N
231087209 12/04/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 90000.00 01/01/2009 N
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231087720 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 208650.00 01/01/2009 N
231087761 12/22/2006 02/01/2007 01/01/2037 Y CITIGMR013107 OOMC2007-HL1 N 232000.00 01/01/2009 N
231087815 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 125000.00 01/01/2009 N
231087823 12/04/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 267800.00 12/01/2008 N
231087852 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 169000.00 01/01/2009 N
231087924 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 472600.00 01/01/2012 N
231087932 12/08/2006 02/01/2007 01/01/2037 Y CITIGMR013107 OOMC2007-HL1 N 247900 01/01/2009 N
231087953 12/08/2006 02/01/2007 01/01/2037 Y CITIGMR013107 OOMC2007-HL1 N 111000 01/01/2009 N
231088886 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 274000.00 01/01/2009 N
231089032 01/16/2007 03/01/2007 02/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 300200.00 02/01/2009 N
231089155 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 355000.00 01/01/2009 N
271029733 01/26/2007 10/01/2006 09/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 95147.89 09/01/2011 N
271029994 08/30/2006 10/01/2006 09/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 104484.45 09/01/2009 N
291007078 01/22/2007 10/01/2006 09/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 149970.96 09/01/2008 N
291007145 01/26/2007 10/01/2006 09/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 99722.08 09/01/2008 N
291007348 01/26/2007 10/01/2006 09/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 113954.21 09/01/2008 N
291007808 09/27/2006 11/01/2006 10/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 252000 10/01/2011 N
321037224 09/22/2006 11/01/2006 10/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 66120 10/01/2008 N
321037704 11/22/2006 01/01/2007 12/01/2036 N CITIGMR022107 OOMC2007-HL1 N 244988.00 12/01/2008 N
321038016 11/01/2006 12/01/2006 11/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 369786 11/01/2008 N
321038300 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 254855.00 01/01/2009 N
321038306 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 155000 12/01/2008 N
321038491 12/28/2006 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 520000.00 12/01/2008 N
321038549 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 133000 01/01/2009 N
321038610 11/28/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 207100.00 12/01/2008 N
321038735 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 216500.00 01/01/2009 N
321038736 12/04/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 220000.00 12/01/2008 N
321038791 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 383771 12/01/2008 N
321038843 12/22/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 272780.00 01/01/2009 N
321038964 11/27/2006 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 228000.00 12/01/2008 N
321038974 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 409000.00 01/01/2009 N
321038980 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 210000.00 01/01/2009 N
321038981 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 264190.00 12/01/2008 N
321039100 01/12/2007 01/01/2007 12/01/2036 N CITIGMR021307 OOMC2007-HL1 N 388000.00 12/01/2008 N
321039101 11/29/2006 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 218500.00 12/01/2008 N
321039164 11/28/2006 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 209000.00 12/01/2008 N
321039208 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 322690.00 01/01/2009 N
321039227 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 155000.00 01/01/2009 N
321039268 11/29/2006 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 161500.00 12/01/2008 N
321039318 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 200000 01/01/2009 N
321039339 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 231000 01/01/2009 N
321039354 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 188000 01/01/2009 N
321039484 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 220000 12/01/2008 N
321039546 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 303000 01/01/2009 N
321039710 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 257900.00 01/01/2009 N
321039722 12/20/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 170000 01/01/2009 N
321039770 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 189000.00 01/01/2009 N
321039800 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 174000.00 01/01/2009 N
321039827 12/27/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 275000.00 01/01/2009 N
331047052 01/26/2007 09/01/2006 08/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 796478.49 08/01/2008 N
331049215 10/31/2006 12/01/2006 11/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 650000 11/01/2008 N
331049814 11/08/2006 01/01/2007 12/01/2036 N CITIGMR022107 OOMC2007-HL1 N 455000.00 12/01/2008 N
331049854 10/30/2006 12/01/2006 11/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 151500 11/01/2008 N
331049983 10/27/2006 12/01/2006 11/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 590000 11/01/2008 N
331050157 10/31/2006 12/01/2006 11/01/2036 N CITIGMR032107 OOMC2007-HL1 N 522500 11/01/2008 N
331050184 11/28/2006 12/01/2006 11/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 342000.00 11/01/2011 N
331050338 11/28/2006 01/01/2007 12/01/2036 N CITIGMR022107 OOMC2007-HL1 N 477000.00 12/01/2009 N
331050379 11/21/2006 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 413250.00 12/01/2008 N
331050734 11/22/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 446500.00 12/01/2008 N
331050962 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 200000.00 01/01/2009 N
331051033 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 295000.00 01/01/2009 N
331051145 12/12/2006 02/01/2007 01/01/2037 Y CITIGMR013107 OOMC2007-HL1 N 639000.00 01/01/2009 N
331051158 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 409000.00 01/01/2009 N
331051173 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 585000 01/01/2009 N
331051771 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 400000 01/01/2012 N
331052461 01/12/2007 02/01/2007 01/01/2037 N CITIGMR021307 OOMC2007-HL1 N 532000.00 01/01/2009 N
341034194 01/26/2007 09/01/2006 08/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 85409.41 08/01/2008 N
341034232 01/26/2007 09/01/2006 08/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 189931.39 08/01/2008 N
341034956 01/26/2007 11/01/2006 10/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 87800 10/01/2008 N
341035262 09/14/2006 11/01/2006 10/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 193973.47 10/01/2008 N
341035350 08/23/2006 10/01/2006 09/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 129165.04 09/01/2008 N
341035360 08/24/2006 10/01/2006 09/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 91934.61 09/01/2008 N
341036143 01/26/2007 11/01/2006 10/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 149931.13 10/01/2008 N
341036724 01/26/2007 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 223250 11/01/2008 N
341037306 11/08/2006 12/01/2006 11/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 182400 11/01/2008 N
341037558 11/28/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 123500.00 12/01/2008 N
341037562 11/03/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 191277.75 12/01/2008 N
341037573 11/08/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 116850.00 12/01/2008 N
341037751 11/21/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 180500.00 12/01/2008 N
341037817 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 134000.00 01/01/2009 N
341037891 11/28/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 83600.00 12/01/2008 N
341037905 11/28/2006 01/01/2007 12/01/2036 N CITIGMR033007 OOMC2007-HL1 N 162005.00 12/01/2011 N
341037928 11/27/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 157000.00 12/01/2008 N
341037938 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 242000 01/01/2009 N
341037961 11/28/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 106162.50 12/01/2008 N
341038030 01/05/2007 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 142250.00 01/01/2009 N
341038039 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 240000.00 01/01/2009 N
341038406 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 115000.00 01/01/2009 N
341038474 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 137500 01/01/2009 N
341038580 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 243000.00 01/01/2010 N
341038659 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 180000.00 01/01/2009 N
341038813 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 320000.00 01/01/2009 N
341038866 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 146900.00 01/01/2009 N
341038891 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 191000.00 01/01/2009 N
341038925 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 78000.00 01/01/2009 N
341038954 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 116600.00 01/01/2009 N
341039326 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 136700.00 01/01/2009 N
351041482 11/01/2006 12/01/2006 11/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 172000 11/01/2008 N
351041799 11/28/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 167490.00 12/01/2008 N
351041959 11/30/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 101650 12/01/2008 N
351042068 11/28/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 102600.00 12/01/2008 N
351042071 12/07/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 145838.00 01/01/2009 N
351042192 11/30/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 165747 12/01/2008 N
351042221 11/29/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 216776.00 12/01/2008 N
351042241 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 243767.00 01/01/2009 N
351042247 12/04/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 137667.00 01/01/2009 N
351042287 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 141720.00 01/01/2012 N
351042460 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 154050.00 01/01/2009 N
351042556 12/27/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 297200.00 01/01/2009 N
351042647 12/20/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 217550 01/01/2009 N
351042672 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 131000.00 01/01/2009 N
371036580 01/26/2007 10/01/2006 09/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 65531.04 09/01/2008 N
371037437 01/26/2007 10/01/2006 09/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 159433.88 09/01/2008 N
371037615 09/21/2006 11/01/2006 10/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 175000 10/01/2008 N
371039292 01/26/2007 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 130908 11/01/2008 N
371040644 10/31/2006 12/01/2006 11/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 304000 11/01/2008 N
371040675 11/21/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 214700.00 12/01/2008 N
371040846 11/27/2006 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 166250.00 12/01/2008 N
371041028 11/28/2006 01/01/2007 12/01/2036 N CITIGMR033007 OOMC2007-HL1 N 264000.00 12/01/2008 N
371041046 11/01/2006 12/01/2006 11/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 269630 11/01/2008 N
371041434 11/16/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 203300.00 12/01/2008 N
371041521 11/21/2006 01/01/2007 12/01/2036 N CITIGMR022107 OOMC2007-HL1 N 456000.00 12/01/2008 N
371041540 11/28/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 225000.00 12/01/2008 N
371041760 11/22/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 251750.00 12/01/2008 N
371041890 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 139000.00 12/01/2008 N
371042025 11/28/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 285000.00 12/01/2008 N
371042028 11/30/2006 01/01/2007 12/01/2036 Y CITIGMR013107 OOMC2007-HL1 N 580000.00 12/01/2008 N
371042189 01/12/2007 02/01/2007 01/01/2037 N CITIGMR021307 OOMC2007-HL1 N 104500.00 01/01/2009 N
371042232 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 115000.00 01/01/2009 N
371042381 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 355580 12/01/2008 N
371042498 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 172780.00 01/01/2009 N
371042507 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 87000 01/01/2009 N
371042514 12/29/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 292600.00 01/01/2009 N
371042582 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 116720.00 01/01/2009 N
371042587 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 210000.00 01/01/2009 N
371042588 12/12/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 159900.00 12/01/2008 N
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511051834 01/22/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 349060.00 12/01/2008 N
511052085 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 425000.00 12/01/2008 N
511052210 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 318673 12/01/2008 N
511052288 11/22/2006 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 362900.00 12/01/2008 N
511052430 11/29/2006 01/01/2007 12/01/2036 Y CITIGMR013107 OOMC2007-HL1 N 699900.00 12/01/2008 N
511052441 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 368570.00 12/01/2008 N
511052451 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 380000.00 01/01/2009 N
511052460 11/16/2006 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 627000.00 12/01/2008 N
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511052568 01/22/2007 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 366779 12/01/2008 N
511052580 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 387136.00 12/01/2008 N
511052598 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 281042 12/01/2008 N
511052608 01/22/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 396335.00 12/01/2011 N
511052681 12/28/2006 01/01/2007 12/01/2036 N CITIGMR021307 OOMC2007-HL1 N 270900.00 12/01/2009 N
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511052947 01/22/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 307569.00 12/01/2008 N
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511053216 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 520990 12/01/2008 N
511053268 01/12/2007 02/01/2007 01/01/2037 N CITIGMR021307 OOMC2007-HL1 N 155100.00 01/01/2009 N
511053271 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 549000.00 01/01/2009 N
511053285 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 328422 12/01/2008 N
511053286 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 380793.00 12/01/2008 N
511053287 01/22/2007 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 397890.00 12/01/2008 N
511053543 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 445000.00 01/01/2009 N
511053756 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 444000 01/01/2009 N
521041838 01/26/2007 10/01/2006 09/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 194610.48 09/01/2008 N
521042790 09/27/2006 11/01/2006 10/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 137500 10/01/2008 N
521042901 09/11/2006 11/01/2006 10/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 173000 10/01/2008 N
521044111 09/21/2006 11/01/2006 10/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 85000 10/01/2008 N
521044379 09/08/2006 11/01/2006 10/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 127000 10/01/2008 N
521044479 09/18/2006 11/01/2006 10/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 192000 10/01/2008 N
521044585 09/20/2006 11/01/2006 10/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 179900 10/01/2008 N
521044694 09/22/2006 11/01/2006 10/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 106948.47 10/01/2008 N
521044796 09/21/2006 11/01/2006 10/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 157900 10/01/2008 N
521044833 09/15/2006 11/01/2006 10/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 168629 10/01/2008 N
521044851 09/14/2006 11/01/2006 10/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 194245 10/01/2008 N
521044995 01/26/2007 11/01/2006 10/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 122500 10/01/2008 N
521045121 01/26/2007 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 81400 11/01/2008 N
521045724 09/25/2006 11/01/2006 10/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 145000 10/01/2008 N
521045759 01/26/2007 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 173565 11/01/2008 N
521045915 11/16/2006 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 159325 11/01/2008 N
521045918 10/25/2006 12/01/2006 11/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 109250 11/01/2008 N
521046041 01/26/2007 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 136707 11/01/2008 N
521046073 11/16/2006 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 286158 11/01/2008 N
521046225 01/26/2007 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 134995 11/01/2008 N
521046257 01/26/2007 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 111150 11/01/2009 N
521046352 11/16/2006 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 148200 11/01/2008 N
521047040 10/31/2006 12/01/2006 11/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 275500 11/01/2008 N
521047055 11/08/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 114475.00 12/01/2008 N
521047129 10/31/2006 12/01/2006 11/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 152950 11/01/2008 N
521047165 11/06/2006 12/01/2006 11/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 310000.00 11/01/2008 N
521047390 11/07/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 194750.00 12/01/2008 N
521047577 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 126500.00 12/01/2008 N
521047669 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 139000.00 01/01/2009 N
521048043 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 85000.00 01/01/2009 N
521048056 12/05/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 179655.00 12/01/2008 N
521048092 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 325000 01/01/2009 N
521048157 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 150445.00 01/01/2009 N
521048174 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 110600.00 01/01/2009 N
521048297 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 117000.00 01/01/2009 N
521048364 11/28/2006 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 190000.00 12/01/2008 N
521048373 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 130000 01/01/2009 N
521048400 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 141000.00 12/01/2008 N
521048413 12/28/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 223250.00 01/01/2009 N
521048497 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 166000 01/01/2009 N
521048556 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 305000.00 01/01/2009 N
521048600 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 185000.00 01/01/2009 N
521048604 01/12/2007 02/01/2007 01/01/2037 N CITIGMR021307 OOMC2007-HL1 N 220006.80 01/01/2009 N
521048755 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 155000.00 01/01/2009 N
521048763 01/05/2007 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 234650.00 01/01/2009 N
521048893 12/22/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 220875.00 01/01/2009 N
521048984 12/21/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 477424.00 01/01/2009 N
521049024 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 169200.00 01/01/2009 N
521049096 12/22/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 212000.00 01/01/2009 N
521049101 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 72700.00 01/01/2009 N
521049278 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 152500.00 01/01/2009 N
521049483 01/09/2007 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 118750.00 01/01/2009 N
521050411 12/29/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 169900.00 01/01/2009 N
551022424 11/16/2006 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 362303.4 11/01/2008 N
551022431 01/22/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 82000.00 12/01/2008 N
551022834 11/30/2006 01/01/2007 12/01/2036 N CITIGMR022107 OOMC2007-HL1 N 280500 12/01/2008 N
551023469 10/27/2006 12/01/2006 11/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 144444 11/01/2008 N
551023574 11/24/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 95950.00 12/01/2008 N
551023640 11/02/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 160246 12/01/2008 N
551024053 01/22/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 158109.47 12/01/2008 N
551024330 11/29/2006 01/01/2007 12/01/2036 N CITIGMR033007 OOMC2007-HL1 N 215600.00 12/01/2008 N
551024465 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 243000.00 12/01/2008 N
551024521 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 159000.00 01/01/2009 N
551024553 11/27/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 124450.00 12/01/2008 N
551024562 11/27/2006 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 116390.00 12/01/2008 N
551024633 01/03/2007 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 170485.00 01/01/2009 N
551024668 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 189500 01/01/2009 N
551025050 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 232000.00 01/01/2009 N
551025105 01/12/2007 02/01/2007 01/01/2037 N CITIGMR021307 OOMC2007-HL1 N 133000.00 01/01/2009 N
551025304 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR021307 OOMC2007-HL1 N 154000 01/01/2009 N
551025312 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 115000.00 01/01/2009 N
551025424 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 147000.00 01/01/2009 N
551025470 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 295000.00 01/01/2009 N
551025502 01/26/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 114155.00 01/01/2009 N
551025524 12/26/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 126000.00 01/01/2009 N
551025600 01/22/2007 02/01/2007 01/01/2037 Y CITIGMR022107 OOMC2007-HL1 N 180000.00 01/01/2010 N
551025794 12/26/2006 02/01/2007 01/01/2037 Y CITIGMR033007 OOMC2007-HL1 N 106400.00 01/01/2009 N
581012141 09/07/2006 10/01/2006 09/01/2036 N CITIGMR022107 OOMC2007-HL1 N 575000 09/01/2008 N
581012974 10/25/2006 12/01/2006 11/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 270750 11/01/2008 N
581013130 11/16/2006 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 245000 11/01/2008 N
581013131 11/16/2006 12/01/2006 11/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 351500 11/01/2008 N
581013416 11/01/2006 12/01/2006 11/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 200450 11/01/2008 N
581013470 11/16/2006 12/01/2006 11/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 513000 11/01/2011 N
581013481 10/25/2006 12/01/2006 11/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 275500 11/01/2008 N
581013515 11/16/2006 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 323000 11/01/2008 N
581013592 11/16/2006 12/01/2006 11/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 560000 11/01/2011 N
581013651 10/26/2006 12/01/2006 11/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 617500 11/01/2008 N
581013818 10/31/2006 01/01/2007 12/01/2036 Y CITIGMR032107 OOMC2007-HL1 N 460750 12/01/2008 N
581013916 11/30/2006 01/01/2007 12/01/2036 Y CITIGMR022107 OOMC2007-HL1 N 210900 12/01/2008 N
581013929 11/28/2006 01/01/2007 12/01/2036 Y CITIGMR033007 OOMC2007-HL1 N 646000.00 12/01/2008 N
581014216 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOMC2007-HL1 N 389610.00 12/01/2008 N
581014344 01/26/2007 01/01/2007 12/01/2036 Y CITIGMR021307 OOM
