OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, Depositor OPTION ONE MORTGAGE CORPORATION, Servicer and WELLS FARGO BANK, N.A., Trustee POOLING AND SERVICING AGREEMENT Dated as of January 1, 2007 Option One Mortgage Loan Trust 2007-FXD1 Asset-Backed...
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION,
Depositor
Β
OPTION
ONE MORTGAGE CORPORATION,
Servicer
Β
and
Β
XXXXX
FARGO BANK, N.A.,
Trustee
Β
Β
Dated
as
of January 1, 2007
Β
___________________________
Β
Β
Asset-Backed
Certificates, Series 2007-FXD1
Β
Β
Β
Table
of Contents
|
ARTICLE
I
|
DEFINITIONS
|
|
SECTION
1.01.
|
Defined
Terms.
|
|
SECTION
1.02.
|
Accounting.
|
|
SECTION
1.03.
|
Allocation
of Certain Interest Shortfalls.
|
|
SECTION
1.04.
|
Rights
of the NIMS Insurer.
|
| Β | Β |
|
ARTICLE
II
|
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02.
|
Acceptance
by Trustee.
|
|
SECTION
2.03.
|
Repurchase
or Substitution of Mortgage Loans by the Originator.
|
|
SECTION
2.04.
|
Intentionally
Omitted.
|
|
SECTION
2.05.
|
Representations,
Warranties and Covenants of the Servicer.
|
|
SECTION
2.06.
|
Representations
and Warranties of the Depositor.
|
|
SECTION
2.07.
|
Issuance
of Certificates.
|
|
SECTION
2.08.
|
[Reserved].
|
|
SECTION
2.09.
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 2, REMIC 3, REMIC
4,
REMIC 5, REMIC 6 and REMIC 7 by the Trustee; Issuance of
Certificates.
|
|
SECTION
2.10.
|
Negative
Covenants of the Trustee and the Servicer.
|
| Β | Β |
|
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 NIMS Insurer,
the
Trustee or Certificateholders.
|
|
SECTION
3.06.
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
|
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 Trustee; 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.
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
3.29.
|
Advancing
Facility.
|
|
SECTION
3.30.
|
Pool
Policy; Claims Under the Pool Policy
|
| Β | Β |
|
ARTICLE
IV
|
FLOW
OF FUNDS
|
|
SECTION
4.01.
|
Distributions.
|
|
SECTION
4.02.
|
[Reserved].
|
|
SECTION
4.03.
|
Statements.
|
|
SECTION
4.04.
|
Remittance
Reports; Advances.
|
|
SECTION
4.05.
|
Swap
Account.
|
|
SECTION
4.06.
|
Distributions
on the REMIC Regular Interests.
|
|
SECTION
4.07.
|
Allocation
of Realized Losses.
|
|
SECTION
4.08.
|
Tax
Treatment of Swap Payments and Swap Termination
Payments
|
|
SECTION
4.09.
|
[Reserved].
|
| Β | Β |
|
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.
|
| Β | Β |
|
ARTICLE
VI
|
THE
SERVICER, THE DEPOSITOR AND
THE CREDIT RISK MANAGER
|
|
SECTION
6.01.
|
Liability
of the Servicer and the Depositor.
|
|
SECTION
6.02.
|
Merger
or Consolidation of, or Assumption of the Obligations of, the Servicer
or
the Depositor.
|
|
SECTION
6.03.
|
Limitation
on Liability of the Servicer and Others.
|
|
SECTION
6.04.
|
Servicer
Not to Resign.
|
|
SECTION
6.05.
|
Delegation
of Duties.
|
|
SECTION
6.06.
|
[Reserved].
|
|
SECTION
6.07.
|
Inspection.
|
|
SECTION
6.08.
|
Credit
Risk Manager.
|
| Β | Β |
|
ARTICLE
VII
|
DEFAULT
|
|
SECTION
7.01.
|
Servicer
Events of Termination.
|
|
SECTION
7.02.
|
Trustee
to Act; Appointment of Successor.
|
|
SECTION
7.03.
|
Waiver
of Defaults.
|
|
SECTION
7.04.
|
Notification
to Certificateholders.
|
|
SECTION
7.05.
|
Survivability
of Servicer Liabilities.
|
| Β | Β |
|
ARTICLE
VIII
|
THE
TRUSTEE
|
|
SECTION
8.01.
|
Duties
of Trustee.
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee.
|
|
SECTION
8.03.
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
SECTION
8.04.
|
Trustee
May Own Certificates.
|
|
SECTION
8.05.
|
Trustee
Fee and Expenses.
|
|
SECTION
8.06.
|
Eligibility
Requirements for Trustee.
|
|
SECTION
8.07.
|
Resignation
or Removal of Trustee.
|
|
SECTION
8.08.
|
Successor
Trustee.
|
|
SECTION
8.09.
|
Merger
or Consolidation of Trustee.
|
|
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.
|
| Β | Β |
|
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.
|
| Β | Β |
|
ARTICLE
X
|
TERMINATION
|
|
SECTION
10.01.
|
Termination.
|
|
SECTION
10.02.
|
Additional
Termination Requirements.
|
| Β | Β |
|
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 NIMS 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.
|
|
EXHIBITS:
|
Β |
|
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 III-A-1 Certificates
|
|
Exhibit
A-4
|
Form
of Class III-A-2 Certificates
|
|
Exhibit
A-5
|
Form
of Class III-A-3 Certificates
|
|
Exhibit
A-6
|
Form
of Class III-A-4 Certificates
|
|
Exhibit
A-7
|
Form
of Class III-A-5 Certificates
|
|
Exhibit
A-8
|
Form
of Class III-A-6 Certificates
|
|
Exhibit
A-9
|
Form
of Class C Certificates
|
|
Exhibit
A-10
|
Form
of Class P Certificates
|
|
Exhibit
A-11
|
Form
of Class R Certificates
|
|
Exhibit
A-12
|
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 Trusteeβs Initial Certification
|
|
Exhibit
F-2
|
Form
of Trusteeβs 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 Certificate 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
Trustee
|
|
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
|
Β
Β
This
Pooling and Servicing Agreement is dated as of January 1, 2007 (the
βAgreementβ), among OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as depositor
(the βDepositorβ), OPTION ONE MORTGAGE CORPORATION, as Servicer (the βServicerβ)
and XXXXX FARGO BANK, N.A., as trustee (the βTrusteeβ).
Β
PRELIMINARY
STATEMENT:
Β
The
Depositor intends to sell pass-through certificates (collectively, the
βCertificatesβ), 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 III-A-1 Certificates, (iv) the Class
III-A-2 Certificates, (v) the Class III-A-3 Certificates, (vi) the Class III-A-4
Certificates, (vii) the Class III-A-5 Certificates, (viii) the Class III-A-6
Certificates, (ix) the Class C Certificates, (x) the Class P Certificates,
(xi)
the Class R Certificates and (xii) the Class R-X Certificates.
Β
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
βREMIC 1.β The Class R-1 Interest shall represent the sole class of βresidual
interestsβ 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
βlatest possible maturity dateβ for each of the REMIC 1 Regular Interests (as
defined herein). None of the REMIC 1 Regular Interests shall be certificated.
Β
|
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|
|
I
|
(2)
|
$
|
739,920,723.03
|
February
2037
|
|
I-1-A
|
(2)
|
$
|
1,247,533.75
|
February
2037
|
|
I-1-B
|
(2)
|
$
|
1,247,533.75
|
February
2037
|
|
I-2-A
|
(2)
|
$
|
1,447,501.25
|
February
2037
|
|
I-2-B
|
(2)
|
$
|
1,447,501.25
|
February
2037
|
|
I-3-A
|
(2)
|
$
|
1,644,746.25
|
February
2037
|
|
I-3-B
|
(2)
|
$
|
1,644,746.25
|
February
2037
|
|
I-4-A
|
(2)
|
$
|
1,838,450.00
|
February
2037
|
|
I-4-B
|
(2)
|
$
|
1,838,450.00
|
February
2037
|
|
I-5-A
|
(2)
|
$
|
2,027,721.25
|
February
2037
|
|
I-5-B
|
(2)
|
$
|
2,027,721.25
|
February
2037
|
|
I-6-A
|
(2)
|
$
|
2,211,675.00
|
February
2037
|
|
I-6-B
|
(2)
|
$
|
2,211,675.00
|
February
2037
|
|
I-7-A
|
(2)
|
$
|
2,389,433.75
|
February
2037
|
|
I-7-B
|
(2)
|
$
|
2,389,433.75
|
February
2037
|
|
I-8-A
|
(2)
|
$
|
2,558,896.25
|
February
2037
|
|
I-8-B
|
(2)
|
$
|
2,558,896.25
|
February
2037
|
|
I-9-A
|
(2)
|
$
|
2,646,161.25
|
February
2037
|
|
I-9-B
|
(2)
|
$
|
2,646,161.25
|
February
2037
|
|
I-10-A
|
(2)
|
$
|
2,652,667.50
|
February
2037
|
|
I-10-B
|
(2)
|
$
|
2,652,667.50
|
February
2037
|
|
I-11-A
|
(2)
|
$
|
2,594,476.25
|
February
2037
|
|
I-11-B
|
(2)
|
$
|
2,594,476.25
|
February
2037
|
|
I-12-A
|
(2)
|
$
|
2,537,555.00
|
February
2037
|
|
I-12-B
|
(2)
|
$
|
2,537,555.00
|
February
2037
|
|
I-13-A
|
(2)
|
$
|
2,481,873.75
|
February
2037
|
|
I-13-B
|
(2)
|
$
|
2,481,873.75
|
February
2037
|
|
I-14-A
|
(2)
|
$
|
2,427,408.75
|
February
2037
|
|
I-14-B
|
(2)
|
$
|
2,427,408.75
|
February
2037
|
|
I-15-A
|
(2)
|
$
|
2,374,130.00
|
February
2037
|
|
I-15-B
|
(2)
|
$
|
2,374,130.00
|
February
2037
|
|
I-16-A
|
(2)
|
$
|
2,322,015.00
|
February
2037
|
|
I-16-B
|
(2)
|
$
|
2,322,015.00
|
February
2037
|
|
I-17-A
|
(2)
|
$
|
2,271,037.50
|
February
2037
|
|
I-17-B
|
(2)
|
$
|
2,271,037.50
|
February
2037
|
|
I-18-A
|
(2)
|
$
|
2,221,170.00
|
February
2037
|
|
I-18-B
|
(2)
|
$
|
2,221,170.00
|
February
2037
|
|
I-19-A
|
(2)
|
$
|
2,172,392.50
|
February
2037
|
|
I-19-B
|
(2)
|
$
|
2,172,392.50
|
February
2037
|
|
I-20-A
|
(2)
|
$
|
1,781,155.00
|
February
2037
|
|
I-20-B
|
(2)
|
$
|
1,781,155.00
|
February
2037
|
|
P
|
(2)
|
$
|
100.00
|
February
2037
|
___________________
|
(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
βlatest possible maturity dateβ for each REMIC 1 Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of βUncertificated REMIC 1 Pass-Through
Rateβ herein.
|
REMIC
2
Β
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
βREMIC 2.β The Class R-2 Interest will represent the sole class of βresidual
interestsβ 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 βlatest possible maturity dateβ for each of the REMIC 3
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
|
$
405,532,194.28
|
February
2037
|
|
LTIA1
|
Variable
|
$Β Β Β
Β 1,365,215.00
|
February
2037
|
|
LTIIA1
|
Variable
|
$Β Β Β
Β 1,361,210.00
|
February
2037
|
|
LTIIIA1
|
Variable
|
$Β Β Β Β Β Β
Β 438,480.00
|
February
2037
|
|
LTIIIA2
|
Variable
|
$Β Β Β Β Β Β
Β 152,465.00
|
February
2037
|
|
LTIIIA3
|
Variable
|
$Β Β Β Β Β Β
Β 242,155.00
|
February
2037
|
|
LTIIIA4
|
Variable
|
$Β Β Β Β Β Β
Β 230,060.00
|
February
2037
|
|
LTIIIA5
|
Variable
|
$Β Β Β Β Β Β
Β 162,640.00
|
February
2037
|
|
LTIIIA6
|
Variable
|
$Β Β Β Β Β Β
Β 136,200.00
|
February
2037
|
|
LTZZ
|
Variable
|
$Β Β Β
Β 4,187,742.23
|
February
2037
|
|
LTP
|
Variable
|
$Β Β Β Β Β Β Β Β Β Β Β Β Β
Β 100.00
|
February
2037
|
|
LT-SC
|
Variable
|
$Β Β Β Β Β Β Β Β Β Β Β Β 8,769.60
|
February
2037
|
|
LT-NSC
|
Variable
|
$Β Β Β Β Β Β Β Β Β Β Β
3,992.07
|
February
2037
|
|
LT-XX
|
Variable
|
$
413,725,599.84
|
February
2037
|
___________________
(1)Β For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2)Β Calculated
in accordance with the definition of βUncertificated REMIC 2 Pass-Through Rateβ
herein.
(3)Β REMIC
2
Regular Interest LTIO will not have an Uncertificated Principal Balance, but
will accrue interest on its Uncertificated Notional Amount.
REMIC
3
Β
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
βREMIC 3.β The Class R-3 Interest represents the sole class of βresidual
interestsβ in REMIC 3 for purposes of the REMIC Provisions.
Β
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 βlatest possible maturity
dateβ for each Class of Certificates that represents one or more of the βregular
interestsβ in REMIC 3 created hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|
Class
I-A-1
|
5.866%
per annum(2)
|
$
273,043,000.00
|
February
2037
|
|
Class
II-A-1
|
5.866%
per annum(2)
|
$
272,242,000.00
|
February
2037
|
|
Class
III-A-1
|
Variable(2)
|
$Β
Β 87,696,000.00
|
February
2037
|
|
Class
III-A-2
|
5.599%
per annum(2)
|
$Β
Β 30,493,000.00
|
February
2037
|
|
Class
III-A-3
|
5.611%
per annum(2)
|
$Β
Β 48,431,000.00
|
February
2037
|
|
Class
III-A-4
|
5.860%
per annum(2)
|
$Β
Β 46,012,000.00
|
February
2037
|
|
Class
III-A-5
|
5.957%
per annum(2)
|
$Β
Β 32,528,000.00
|
February
2037
|
|
Class
III-A-6
|
5.662%
per annum(2)
|
$Β
Β 27,240,000.00
|
February
2037
|
|
Class
C Interest
|
Variable(3)
|
$Β Β Β
Β 9,931,723.03
|
February
2037
|
|
Class
P Interest
|
N/A(4)
|
$Β Β Β Β Β Β Β Β Β Β Β Β Β
Β 100.00
|
February
2037
|
|
Class
SWAP-IO Interest
|
N/A(5)
|
N/A(5)
|
February
2037
|
__________________
(1)Β For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2)Β Calculated
in accordance with the definition of βPass-Through Rateβ herein.
(3)Β 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)Β The
Class
P Interest will not accrue interest.
(5)Β 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
Β
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 βREMIC 4.β
The Class R-4 Interest represents the sole class of βresidual interestsβ in
REMIC 4 for purposes of the REMIC Provisions under federal income tax
law.
Β
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 βlatest possible maturity
dateβ for each Class of Certificates that represents one or more of the βregular
interestsβ in REMIC 4 created hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|
Class
C
|
Variable(2)
|
$
9,931,723.03
|
February
2037
|
__________________
(1)Β For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2)Β The
Class
C Certificates will receive 100% of amounts received in respect of the Class
C
Interest.
REMIC
5
Β
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 βREMIC 5.β
The Class R-5 Interest represents the sole class of βresidual interestsβ in
REMIC 5 for purposes of the REMIC Provisions under federal income tax
law.
Β
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 βlatest possible maturity
dateβ for each Class of Certificates that represents one or more of the βregular
interestsβ 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
2037
|
__________________
(1)Β For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2)Β The
Class
P Certificates will receive 100% of amounts received in respect of the Class
P
Interest.
Β
REMIC
6
Β
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 βREMIC
6.β The Class R-6 Interest represents the sole class of βresidual interestsβ in
REMIC 6 for purposes of the REMIC Provisions under federal income tax
law.
Β
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 βlatest possible maturity
dateβ for each Class of Certificates that represents one or more of the βregular
interestsβ 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
2037
|
__________________
(1)Β For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2)Β REMIC
6
Regular Interest SWAP-IO will receive 100% of amounts received in respect of
the
Class SWAP-IO Interest.
ARTICLE
I
Β
DEFINITIONS
Β
| SECTION 1.01.Β Β |
Defined
Terms.
|
Β
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 Fixed Rate Certificates and 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 Floating Rate 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.
Β
β1933
Actβ: The Securities Act of 1933, as amended.
Β
βAccountβ:
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.
Β
βAccrual
Periodβ: With respect to the Fixed Rate Certificates and the Class C
Certificates and each Distribution Date, the calendar month prior to the month
of such Distribution Date. With respect to the Floating Rate 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.
Β
βAdditional
Disclosureβ: As defined in Section 3.25(a)(iv).
Β
βAdditional
Form 10-D Disclosureβ: As defined in Section 3.25(a)(i).
Β
βAdditional
Form 10-K Disclosureβ: As defined in Section 3.25(a)(iii).
Β
βAdjusted
Net Mortgage Rateβ: 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 the related Distribution Date occurs
(or the Cut-off Date with respect to the first Distribution Date) minus the
sum
of (i) the Trustee Fee Rate, (ii) the Servicing Fee Rate and (iii) the Credit
Risk Manager Fee Rate.
Β
βAdvanceβ:
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.
Β
βAdvancing
Facilityβ: As defined in Section 3.29 hereof.
Β
βAdvancing
Personβ: As defined in Section 3.29 hereof.
Β
βAdverse
REMIC Eventβ: As defined in Section 9.01(f) hereof.
Β
βAffiliateβ:
With respect to any Person, any other Person controlling, controlled by or
under
common control with such Person. For purposes of this definition, βcontrolβ
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 βcontrollingβ and βcontrolledβ shall have meanings correlative to
the foregoing.
Β
βAgreementβ:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
Β
βAssignmentβ:
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 recorderβs 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.
Β
βAvailable
Fundsβ: 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 Trustee 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
Section 3.11(a), amounts payable to the Credit Risk Manager pursuant to Section
4.01, or amounts reimburseable or payable to the Trustee pursuant to Section
3.11(b), (b) 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 Trustee 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.
Β
βBack-Up
Certificationβ: As defined in Section 3.25(a)(ii).
Β
βBankruptcy
Codeβ: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
Β
βBook-Entry
Certificatesβ: 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 βDepository Participantβ, 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.
Β
βBusiness
Dayβ: 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 Commonwealth
of
Pennsylvania, the State of Florida, the State of Minnesota or any city in which
the Corporate Trust Office of the Trustee is located are authorized or obligated
by law or executive order to be closed.
Β
βCertificateβ:
Any Regular Certificate or Residual Certificate.
Β
βCertificateholderβ:
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 or the 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 Trustee, the
Certificate Insurer and the NIMS Insurer may conclusively rely upon a
certificate of the Depositor or the Servicer in determining whether a
Certificate is held by an Affiliate thereof. All references herein to
βCertificateholdersβ 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
Trustee and the NIMS Insurer shall be required to recognize as a
βCertificateholderβ only the Person in whose name a Certificate is registered in
the Certificate Register.
Β
βCertificate
Insurerβ: Ambac Assurance Corporation, a Wisconsin domiciled stock insurance
company.
Β
βCertificate
Insurer Defaultβ: The failure by the Certificate Insurer to make a payment
required under the Policy in accordance with its terms.
Β
βCertificate
Insurer Fee Rateβ: 0.1500%
per annum.
Β
βCertificate
Marginβ: With respect to the Floating Rate Certificates and for purposes of the
Marker Rate and the Maximum LTZZ Uncertificated Interest Deferral Amount, the
specified REMIC 2 Regular Interest, as follows:
Β
|
Class
|
REMIC
3 Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
III-A-1
|
LTIIIA1
|
0.060%
|
0.060%
|
__________
| Β |
(1)
|
For
the Accrual Period for each Distribution Date on or prior to the
Optional
Termination Date.
|
| Β |
(2)
|
For
each other Accrual Period.
|
βCertificate
Ownerβ: With respect to each Book-Entry Certificate, any beneficial owner
thereof.
Β
βCertificate
Principal Balanceβ: 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.
Β
βCertificate
Registerβ and βCertificate Registrarβ: The register maintained and registrar
appointed pursuant to Section 5.02 hereof.
Β
βCertification
Partiesβ: As defined in Section 3.25(a)(ii).
Β
βCertifying
Personβ: As defined in Section 3.25 (a)(ii).
Β
βClassβ:
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.
Β
βClass
A
Certificateholderβ: Any Holder of a Class A Certificate.
Β
βClass
A
Certificatesβ: Any Class I-A-1 Certificate, Class II-A-1 Certificate, Class
III-A-1 Certicates, Class III-A-2 Certificate, Class III-A-3 Certificate, Class
III-A-4 Certificate, Class III-A-5 Certificate or Class II-A-6
Certificate.
Β
βClass
A
Principal Distribution Amountβ: With respect to any Distribution Date, the sum
of (i) the Group I Senior Principal Distribution Amount, (ii) the Group II
Senior Principal Distribution Amount and (iii) the Group III Senior Principal
Distribution Amount.
Β
βClass
I-A-1 Certificateβ: Any one of the Class I-A-1 Certificates executed by the
Trustee, 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.
Β
βClass
II-A-1 Certificateβ: Any one of the Class II-A-1 Certificates executed by the
Trustee, 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.
Β
βClass
III-A-1 Certificateβ: Any one of the Class III-A-1 Certificates executed by the
Trustee, 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.
Β
βClass
III-A-2 Certificateβ: Any one of the Class III-A-2 Certificates executed by the
Trustee, 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.
Β
βClass
III-A-3 Certificateβ: Any one of the Class III-A-3 Certificates executed by the
Trustee, 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.
Β
βClass
III-A-4 Certificateβ: Any one of the Class III-A-4 Certificates executed by the
Trustee, 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 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
Β
βClass
III-A-5 Certificateβ: Any one of the Class III-A-5 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-7, representing (i) a
Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
Β
βClass
III-A-6 Certificateβ: Any one of the Class III-A-6 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-8, 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.
Β
βClass
C
Certificateβ: Any one of the Class C Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-9, 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.
Β
βClass
C
Interestβ: 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.
Β
βClass
IO
Distribution Amountβ: 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.
Β
βClass
Swap-IO Interestβ: An uncertificated interest in the Trust Fund evidencing a
Regular Interest in REMIC 3.
Β
βClass
P
Certificateβ: Any one of the Class P Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-10, representing the right to distributions
as
set forth herein and therein and evidencing a regular interest in REMIC
5.
Β
βClass
P
Interestβ: 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.
Β
βClass
R
Certificateβ: The Class R Certificate executed by the Trustee, and authenticated
and delivered by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-11 and evidencing the ownership of the Class R-1 Interest,
the Class R-2 Interest and the Class R-3 Interest.
Β
βClass
R-X Certificateβ: The Class R-X Certificate executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-12 and evidencing the ownership of the Class
R-4 Interest, the Class R-5 Interest and the Class R-6 Interest.
Β
βClass
R-1 Interestβ: The uncertificated Residual Interest in REMIC 1.
Β
βClass
R-2 Interestβ: The uncertificated Residual Interest in REMIC 2.
Β
βClass
R-3 Interestβ: The uncertificated Residual Interest in REMIC 3.
Β
βClass
R-4 Interestβ: The uncertificated Residual Interest in REMIC 4.
Β
βClass
R-5 Interestβ: The uncertificated Residual Interest in REMIC 5.
Β
βClass
R-6 Interestβ: The uncertificated Residual Interest in REMIC 6.
Β
βClose
of
Businessβ: As used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
Β
βClosing
Dateβ: January 30, 2007.
Β
βCodeβ:
The Internal Revenue Code of 1986, as amended.
Β
βCollection
Accountβ: The segregated account or accounts created and maintained by the
Servicer pursuant to Section 3.10(a), which shall be entitled βXxxxx Fargo Bank,
N.A., as Trustee, in trust for registered Holders of Option One Mortgage Loan
Trust 2007-FXD1, Asset-Backed Certificates, Series 2007-FXD1,β and which must be
an Eligible Account.
Β
βCommissionβ:
The U.S. Securities and Exchange Commission.
Β
βCompensating
Interestβ: As defined in Section 3.24 hereof.
Β
βCorporate
Trust Officeβ: The principal corporate trust office of the Trustee 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 Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000-0000, Attention: Option One Series 2007-FXD1, 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
Originator and the Seller.
Β
βCorresponding
Certificateβ: With respect to each REMIC 2 Regular Interest set forth below, the
corresponding Regular Certificate set forth in the table below:
Β
|
REMIC
2 Regular Interest
|
Regular
Certificate
|
|
LTIA1
|
Class
I-A-1
|
|
LTIIA1
|
Class
II-A-1
|
|
LTIIIA1
|
Class
III-A-1
|
|
LTIIIA2
|
Class
III-A-2
|
|
LTIIIA3
|
Class
III-A-3
|
|
LTIIIA4
|
Class
III-A-4
|
|
LTIIIA5
|
Class
III-A-5
|
|
LTIIIA6
|
Class
III-A-6
|
|
LTP
|
Class
P
|
βCredit
Risk Management Agreementβ: The Credit Risk Management Agreement, dated January
17, 2007, between the Servicer and the Credit Risk Manager.
Β
βCredit
Risk Managerβ: OfficeTiger Global Real Estate Services, Inc.
Β
βCredit
Risk Manager Feeβ: 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.
Β
βCredit
Risk Manager Fee Rateβ: 0.0125% per annum.
Β
βCumulative
Loss Servicer Termination Triggerβ: 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:
Β
|
Distribution
Date Occurring In
|
Percentage
|
|
February
2009 - January 2010
|
1.65%
for the first month, plus 1/12 of 1.75% thereafter
|
|
February
2010 - January 2011
|
3.40%
for the first month, plus 1/12 of 1.65% thereafter
|
|
February
2011 - January 2012
|
5.05%
for the first month, plus 1/12 of 1.15% thereafter
|
|
February
2012 - January 2013
|
6.20%
for the first month, plus 1/12 of 0.60% thereafter
|
|
February
2013 and thereafter
|
6.80%
|
Β
βCustodianβ:
Xxxxx Fargo Bank, N.A., as custodian of the Mortgage Files, and any successor
thereto.
Β
βCut-off
Dateβ: With respect to any Mortgage Loan, January 1, 2007. With respect to all
Qualified Substitute Mortgage Loans, their respective dates of substitution.
References herein to the βCut-off Date,β when used with respect to more than one
Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage
Loans.
Β
βCut-off
Date Principal Balanceβ: 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.
Β
βDebt
Service Reductionβ: 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.
Β
βDeficiency
Amountβ: With respect to any Distribution Date and the Class A Certificates, an
amount, if any, equal to the sum of (1) the amount by which the Monthly Interest
Distributable Amount distributable to the Class A Certificates for such
Distribution Date exceeds the sum of (a) the Group I Interest Remittance Amount,
the Group II Interest Remittance Amount and the Group III Interest Remittance
Amount available on such Distribution Date to pay the Class A Certificates
(less
the Premium payable to the Certificate Insurer on such Distribution Date) and
(b) any amounts received under the Interest Rate Swap Agreement and available
to
pay the Monthly Interest Distributable Amount on such Distribution Date to
the
Group III Certificates pursuant to Section 4.01 of this Agreement; and (2)
either (a) with respect to any Distribution Date other than the Final
Distribution Date, the aggregate amount, if any, by which the Certificate
Principal Balance of the Class A Certificates, (after giving effect to all
distributions of Available Funds and distribution of all amounts received under
the Interest Rate Swap Agreement on such Distribution Date) exceeds the sum
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period; or (b) with respect to the Final Distribution Date,
the aggregate Certificate Principal Balance of the Class A Certificates, after
giving effect to distributions from all sources other than the
Policy.
Β
βDeficient
Valuationβ: 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.
Β
βDefinitive
Certificatesβ: As defined in Section 5.02(c) hereof.
Β
βDeleted
Mortgage Loanβ: A Mortgage Loan replaced or to be replaced by one or more
Qualified Substitute Mortgage Loans.
Β
βDelinquency
Percentageβ: 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.
Β
βDelinquency
Servicer Termination Triggerβ: 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
20.00%.
Β
βDelinquentβ:
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.
Β
βDepositorβ:
Option One Mortgage Acceptance Corporation, a Delaware corporation, or any
successor in interest.
Β
βDepositoryβ:
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 βclearing agencyβ 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 βclearing corporationβ as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of
New
York.
Β
βDepository
Participantβ: 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.
Β
βDetermination
Dateβ: 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.
Β
βDirectly
Operateβ: 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 on behalf
of
the Trustee) shall not be considered to Directly Operate an REO Property solely
because the Trustee (or the 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.
Β
βDisqualified
Organizationβ: A βdisqualified organizationβ 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 βelecting large partnershipβ within the meaning of Section 775 of the
Code or (v) any other Person so designated by the Trustee based upon an Opinion
of Counsel provided by nationally recognized counsel to the Trustee 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 βUnited States,β βstateβ and
βinternational organizationsβ shall have the meanings set forth in Section 7701
of the Code.
Β
βDistribution
Accountβ: The segregated trust account or accounts created and maintained by the
Trustee pursuant to Section 3.10(b) which shall be entitled βDistribution
Account, Xxxxx Fargo Bank, N.A., as Trustee, in trust for the registered
Certificateholders of Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed
Certificates, Series 2007-FXD1β and which must be an Eligible
Account.
Β
βDistribution
Dateβ: 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 February 2007.
Β
βDue
Dateβ: 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.
Β
βDue
Periodβ: 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.
Β
βEligible
Accountβ: 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 Xxxxxβx,
F-1 by Fitch and A-1+ by S&P (or comparable ratings if Xxxxxβx, 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 NIMS Insurer, the Trustee 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 Trustee, the Certificate Insurer and the NIMS Insurer
and (B) acceptable to the Certificate Insurer. Eligible Accounts may bear
interest.
Β
βERISAβ:
The Employee Retirement Income Security Act of 1974, as amended.
Β
βEscrow
Paymentsβ: 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.
Β
βEstate
in Real Propertyβ: A fee simple estate in a parcel of real
property.
Β
βEstimated
Swap Termination Paymentβ: As defined in the Interest Rate Swap
Agreement.
Β
βExcess
Overcollateralized Amountβ: 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.
Β
βExchange
Actβ: The Securities Exchange Act of 1934, as amended.
Β
βExtra
Principal Distribution Amountβ: 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.
Β
βXxxxxx
Xxxβ: Federal National Mortgage Association or any successor
thereto.
Β
βFDICβ:
Federal Deposit Insurance Corporation or any successor thereto.
Β
βFitchβ:
Fitch Ratings, or its successor in interest.
Β
βFinal
Recovery Determinationβ: 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 avoicance
of
doubt, the Final Recovery Determination shall be deemed made by the Servicer
upon the sale of any REO Property.
Β
βFixed
Rate Certificatesβ: Any Class I-A-1 Certificate, Class II-A-1 Certificate, Class
III-A-2 Certificate, Class III-A-3 Certificate, Class III-A-4 Certificate,
Class
III-A-5 Certificate or Class II-A-6 Certificate.
Β
βFixed-Rate
Mortgage Loanβ: A first lien Mortgage Loan which provides for a fixed Mortgage
Rate payable with respect thereto. The Fixed-Rate Mortgage Loans are identified
as such on the Mortgage Loan Schedule.
Β
βFixed
Swap Paymentβ: With respect to any Distribution Date, the amount calculated
based on a fixed rate as set forth in the Interest Rate Swap
Agreement.
Β
βFloating
Rate Certificatesβ: The Class III-A-1 Ceritificates.
Β
βFloating
Swap Paymentβ: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the lesser of (a) the product of (I) the
Certificate Principal Balance of the outstanding Class III-A-1 Certificates
immediately prior to such Distribution Date and (II) 1/250 and (b) 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.
Β
βForm
8-K
Disclosure Informationβ: As defined in Section 3.25(a)(ii).
Β
βFormula
Rateβ: For any Distribution Date and any Class of the Floating Rate
Certificates, the sum of LIBOR plus the related Certificate Margin.
Β
βXxxxxxx
Macβ: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
Β
βGroup
I
Allocation Percentageβ: 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.
Β
βGroup
I
Basic Principal Distribution Amountβ: 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.
Β
βGroup
I
Certificatesβ: The Class I-A-1 Certificates.
Β
βGroup
I
Initial Depositβ: An amount equal to $269,346.92 deposited with the Trustee by
the Depositor on the Closing Date. The Group I Initial Deposit attributable
to
(i) interest shall be equal to $1,872.18 and (ii) principal shall be equal
to
$267,474.74.
Β
βGroup
I
Interest Remittance Amountβ: 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 and with respect
to the first Distribution Date, the interest portion of the Group I Initial
Deposit.
Β
βGroup
I
Mortgage Loanβ: 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 $276,360,163.08.
Β
βGroup
I
Overcollateralization Floorβ: With respect to the Group I Certificates,
$1,381,801.
Β
βGroup
I
Principal Distribution Amountβ: With respect to any Distribution Date, 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 and (iii) with respect to the
first Distribution Date, the principal portion of the Group I Initial
Deposit.
Β
βGroup
I
Principal Remittance Amountβ: 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.
Β
βGroup
I
Senior Principal Distribution Amountβ: 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) 97.60%
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.
Β
βGroup
II
Allocation Percentageβ: 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.
Β
βGroup
II
Basic Principal Distribution Amountβ: 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.
Β
βGroup
II
Certificatesβ: The Class II-A-1 Certificates.
Β
βGroup
II
Initial Depositβ: An amount equal to $284,647.76 deposited with the Trustee by
the Depositor on the Closing Date. The Group II Initial Deposit attributable
to
(i) interest shall be equal to $1,553.75 and (ii) principal shall be equal
to
$283,094.01.
Β
βGroup
II
Interest Remittance Amountβ: 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 and with
respect to the first Distribution Date, the interest portion of the Group II
Initial Deposit.
Β
βGroup
II
Mortgage Loanβ: 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 $275,549,236.26.
Β
βGroup
II
Overcollateralization Floorβ: With respect to the Group II Certificates,
$1,377,746.
Β
βGroup
II
Principal Distribution Amountβ: With respect to any Distribution Date, 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 and (iii) with respect to
the
first Distribution Date, the principal portion of the Group II Initial
Deposit.
Β
βGroup
II
Principal Remittance Amountβ: 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.
Β
βGroup
II
Senior Principal Distribution Amountβ: 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) 97.60%
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.
Β
βGroup
III Allocation Percentageβ: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is (i) the Group
III
Principal Remittance Amount for such Distribution Date, and the denominator
of
which is (ii) the Principal Remittance Amount for such Distribution
Date.
Β
βGroup
III Basic Principal Distribution Amountβ: With respect to any Distribution Date,
the excess of (i) the Group III Principal Remittance Amount for such
Distribution Date over (ii) the Overcollateralization Release Amount, if any,
for such Distribution Date multiplied by the Group III Allocation
Percentage.
Β
βGroup
III Certificatesβ: The Class III-A-1 Certificates, the III-A-2 Certificates, the
III-A-3 Certificates, the III-A-4 Certificates, the III-A-5 Certificates, the
III-A-6 Certificates.
Β
βGroup
III Initial Depositβ: An amount equal to $231,115.18 deposited with the Trustee
by the Depositor on the Closing Date. The Group III Initial Deposit attributable
to (i) interest shall be equal to $1,442.53 and (ii) principal shall be equal
to
$229,672.65.
Β
βGroup
III Interest Remittance Amountβ: 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 III Mortgage Loans
and
with respect to the first Distribution Date, the intrest portion of the Group
III Initial Deposit minus the sum of any Net Swap Payment owed to the Swap
Provider on that Distribution Date and any Swap Termination Payment or unpaid
portion thereof owed to the Swap Provider on that Distribution Date (other
than
a Swap Termination Payment resulting from a Swap Provider Trigger
Event).
Β
βGroup
III Mortgage Loanβ: A Mortgage Loan assigned to Loan Group III. The aggregate
principal balance of the Group III Mortgage Loans as of the Cut-off Date is
equal to $275,707,423.69.
Β
βGroup
III Overcollateralization Floorβ: With respect to the Group III Certificates,
$1,378,537.
Β
βGroup
III Principal Distribution Amountβ: With respect to any Distribution Date, the
sum of (i) the Group III Basic Principal Distribution Amount for such
Distribution Date, (ii) the Extra Principal Distribution Amount for such
Distribution Date multiplied by the Group III Allocation Percentage and (iii)
with respect to the first Distribution Date, the principal portion of the Group
III Initial Deposit.
Β
βGroup
III Principal Remittance Amountβ: With respect to any Distribution Date, the sum
of (i) each scheduled payment of principal collected or advanced on the Group
III 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 III 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 III Mortgage Loans, (iv) that portion of the
Purchase Price, representing principal of any repurchased Group III 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
III
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 III Mortgage Loans.
Β
βGroup
III Senior Principal Distribution Amountβ: An amount, not less than zero, equal
to the excess of (x) the Certificate Principal Balance of the Group III
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 97.60%
and
(ii)
the aggregate Stated Principal Balance of the Group III 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 III 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 III Overcollateralization Floor.
Β
βHolderβ:
See βCertificateholder.β
Β
βIndependentβ:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the 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.
Β
βIndependent
Contractorβ: Either (i) any Person (other than the Servicer) that would be an
βindependent contractorβ 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 armβs length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any
other Person (including the Servicer) if the Trustee has received an Opinion
of
Counsel 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 βforeclosure propertyβ 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.
Β
βIndentureβ:
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) which may or may not be guaranteed by the NIMS
Insurer.
Β
βInitial
Certificate Principal Balanceβ: With respect to any Regular Certificate, the
amount designated βInitial Certificate Principal Balanceβ on the face
thereof.
Β
βInsurance
Accountβ: The account or accounts created and maintained pursuant to Section
4.02.
Β
βInsurance
Agreementβ: The insurance and indemnity agreement, dated as of January 30, 2007,
among the Certificate Insurer, Option One Mortgage Corporation, the Depositor
and the Trustee.
Β
βInsurance
Proceedsβ: 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.
Β
βInsured
Amountβ: With respect to any Distribution Date, the Deficiency Amount for such
Distribution Date.
Β
βInsured
Paymentsβ:Β With
respect to any Distribution Date, the aggregate amount actually paid by the
Certificate Insurer to, or at the direction of, the Trustee in respect of (i)
Insured Amounts for a Distribution Date and (ii) Preference Amounts for any
given Business Day.Β
Β
βInterest
Determination Dateβ: With respect to the Floating Rate Certificates and each
related Accrual Period, the second LIBOR Business Day preceding the commencement
of such Accrual Period.
Β
βInterest
Rate Swap Agreementβ: 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.
Β
βLate
Collectionsβ: 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.
Β
βLatest
Possible Maturity Dateβ: As to each Class of Certificates, the date set forth as
such in the Preliminary Statement.
Β
βLate
Payment Rateβ: With respect to the Policy, the lesser of (a) the greater of (i)
the per annum rate of interest published in the Wall
Street Journal
from
time to time as the βprime rateβ plus 3%, and (ii) the then applicable highest
rate of interest on the Class A Certificates and (b) the maximum rate
permissible under applicable usury or similar laws limiting interest rates,
as
determined by the Certificate Insurer. The Late Payment Rate shall be computed
on the basis of the actual number of days elapsed over a year of 360
days.
Β
βLIBORβ:
With respect to each Accrual Period for the Floating Rate Certificates, the
rate
determined by the Trustee 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 Telerate Page 3750, as of 11:00 a.m.
(London time) on such Interest Determination Date. If such rate does not appear
on Telerate Page 3750, 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 Trustee 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
Floating Rate Certificates will be established by the Trustee as
follows:
Β
(i)Β 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
Β
(ii)Β 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.
Β
βLIBOR
Business Dayβ: Any day on which banks in London, England and The City of New
York are open and conducting transactions in foreign currency and
exchange.
Β
βLiquidated
Mortgage Loanβ: 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.
Β
βLiquidation
Eventβ: 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.
Β
βLiquidation
Proceedsβ: 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 trusteeβs 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.
Β
βLoan-to-Value
Ratioβ: 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.
Β
βLoan
Groupβ: Loan Group I, Loan Group II or Loan Group III, as the context
requires.
Β
βLoan
Group Iβ: The group of Mortgage Loans with original principal balances that
conform to Xxxxxx Xxx guidelines identified in the Mortgage Loan Schedule as
having been assigned to Loan Group I.
Β
βLoan
Group IIβ: 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 II.
Β
βLoan
Group IIIβ: The group of Mortgage Loans with original principal balances that
may or may not conform to Xxxxxx Xxx and Xxxxxxx Mac guidelines identified
in
the Mortgage Loan Schedule as having been assigned to Loan Group
III.
Β
βLockout
Certificate Percentageβ: With respect to any Distribution Date, a percentage
equal to the Certificate Principal Balance of the Class III-A-6 Certificates
immediately prior to such Distribution Date divided by the aggregate Certificate
Principal Balance of the Group III Certificates immediately prior to such
Distribution Date.
Β
βLockout
Distribution Amountβ: With respect to any Distribution Date, an amount equal to
the product of (i) the applicable Lockout Distribution Percentage for the
related Distribution Date, (ii) the Lockout Certificate Percentage for that
Distribution Date and (iii) any amounts in respect of principal allocated to
the
Group III Certificates; provided, however, the Lockout Distribution Amount
will
not exceed the outstanding Certificate Principal Balance of the Class III-A-6
Certificates.
Β
βLockout
Distribution Percentageβ: With respect to any Distribution Date, the indicated
percentage of the Lockout Certificate Percentage for such Distribution
Date:
Β
|
Distribution
Date Occurring In
|
Percentage
|
|
February
2007 through January
2010
|
0%
|
|
February
2008 through January 2012
|
45%
|
|
February
2010 through January 2013
|
80%
|
|
February
2011 through January 2014
|
100%
|
|
February
2014 and thereafter
|
300%
|
Β
βLossesβ:
As defined in Section 9.03.
Β
βLoss
Mitigation Proceduresβ: The policies and procedures set forth in Exhibit G
hereto relating to the realization on delinquent Mortgage Loans.
Β
βLost
Note Affidavitβ: 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.
Β
βMajority
Certificateholdersβ: The Holders of Certificates evidencing at least 51% of the
Voting Rights.
Β
βMarker
Rateβ: 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 LTIIIA1, REMIC 2 Regular Interest LTIIIA2, REMIC 2 Regular Interest
LTIIIA3, REMIC 2 Regular Interest LTIIIA4, REMIC 2 Regular Interest LTIIIA5,
REMIC 2 Regular Interest LTIIIA6 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.
Β
βMaximum
Insured Amountβ An amount equal to $817,685,000 in respect of principal plus
interest thereon calculated at the Pass-Through Rates for the Class A
Certificates.
Β
βMaximum
LTZZ Uncertificated Accrued Interest Deferral Amountβ: 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 LTIIIA1, REMIC 2 Regular Interest LTIIIA2, REMIC 2 Regular Interest
LTIIIA3, REMIC 2 Regular Interest LTIIIA4, REMIC 2 Regular Interest LTIIIA5
and
REMIC 2 Regular Interest LTIIIA6 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.
Β
βMonthly
Interest Distributable Amountβ: With respect to the 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).
Β
βMonthly
Paymentβ: 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.
Β
βMonthly
Statementβ: As defined in Section 4.03(a) hereof.
Β
βMoodyβsβ:
Xxxxxβx Investors Service, Inc. or its successor in interest.
Β
βMortgageβ:
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.
Β
βMortgage
Fileβ: 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.
Β
βMortgage
Loanβ: 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.
Β
βMortgage
Loan Purchase Agreementβ: 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.
Β
βMortgage
Loan Scheduleβ: 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:
Β
|
(1)
|
the
Mortgage Loan identifying number;
|
| Β | Β |
|
(2)
|
[reserved];
|
| Β | Β |
|
(3)
|
the
state and zip code of the Mortgaged Property;
|
| Β | Β |
|
(4)
|
a
code indicating whether the Mortgaged Property was represented by
the
borrower, at the time of origination, as being
owner-occupied;
|
| Β | Β |
|
(5)
|
the
type of Residential Dwelling constituting the Mortgaged
Property;
|
| Β | Β |
|
(6)
|
the
original months to maturity;
|
| Β | Β |
|
(7)
|
the
stated remaining months to maturity from the Cut-off Date based on
the
original amortization schedule;
|
| Β | Β |
|
(8)
|
the
Loan-to-Value Ratio at origination;
|
| Β | Β |
|
(9)
|
the
Mortgage Rate in effect immediately following the Cut-off
Date;
|
| Β | Β |
|
(10)
|
the
date on which the first Monthly Payment was due on the Mortgage
Loan;
|
| Β | Β |
|
(11)
|
the
stated maturity date;
|
| Β | Β |
|
(12)
|
the
amount of the Monthly Payment at origination;
|
| Β | Β |
|
(13)
|
the
amount of the Monthly Payment due on the first Due Date after the
Cut-off
Date;
|
| Β | Β |
|
(14)
|
the
last Due Date on which a Monthly Payment was actually applied to
the
unpaid Stated Principal Balance;
|
| Β | Β |
|
(15)
|
the
original principal amount of the Mortgage Loan;
|
| Β | Β |
|
(16)
|
the
Stated Principal Balance of the Mortgage Loan as of the Close of
Business
on the Cut-off Date;
|
| Β | Β |
|
(17)
|
a
code indicating the purpose of the Mortgage Loan (i.e.,
purchase financing, rate/term refinancing, cash-out
refinancing);
|
| Β | Β |
|
(18)
|
the
Mortgage Rate at origination;
|
| Β | Β |
|
(19)
|
a
code indicating the documentation program (i.e.,
full documentation, limited documentation, stated income
documentation);
|
| Β | Β |
|
(20)
|
the
risk grade;
|
| Β | Β |
|
(21)
|
the
Value of the Mortgaged Property;
|
| Β | Β |
|
(22)
|
the
sale price of the Mortgaged Property, if applicable;
|
| Β | Β |
|
(23)
|
the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off
Date;
|
| Β | Β |
|
(24)
|
the
type and term of the related Prepayment Charge;
|
| Β | Β |
|
(25)
|
the
rounding code;
|
| Β | Β |
|
(26)
|
the
program code;
|
| Β | Β |
|
(27)
|
a
code indicating the lien priority for Mortgage Loans;
|
| Β | Β |
|
(28)
|
the
credit score (βFICOβ) of such Mortgage Loan;
|
| Β | Β |
|
(29)
|
the
total amount of points and fees charged such Mortgage Loan;
and
|
| Β | Β |
|
(30)
|
a
code indicating that such Mortgage Loan is covered under the Pool
Policy.
|
| Β | Β |
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; (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.
Β
βMortgage
Noteβ: The original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
Β
βMortgage
Poolβ: The pool of Mortgage Loans, identified on Exhibit D from time to time,
and any REO Properties acquired in respect thereof.
Β
βMortgage
Rateβ: With respect to each Fixed Rate Mortgage Loan, the rate set forth in the
related Mortgage Note.
Β
βMortgaged
Propertyβ: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a Residential
Dwelling.
Β
βMortgagorβ:
The obligor on a Mortgage Note.
Β
βNet
Liquidation Proceedsβ: 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.
Β
βNet
Monthly Excess Cashflowβ: 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.
Β
βNet
Mortgage Rateβ: 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.
Β
βNet
Swap
Paymentβ: 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.
Β
βNet
Prepayment Interest Shortfallβ: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date over the
related Compensating Interest.
Β
βNet
WAC
Rateβ: With respect to each Distribution Date and the Fixed Rate Certificates, a
per annum rate equal to the weighted average of the Adjusted Net Mortgage Rates
of the Mortgage Loans as of the first day of the related Due Period (adjusted
to
reflect unscheduled principal payments made thereafter during the Prepayment
Period that includes such first day) minus the Certificate Insurer Fee 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 (adjusted to reflect unscheduled principal payments made
thereafter during the Prepayment Period that includes such first day). For
federal income tax purposes, such rate shall be a rate per annum equal to the
weighted average of the Uncertificated REMIC 2 Pass-Through Rate on the REMIC
2
Regular Interest LT-NSC, weighted on the basis of the Uncertificated Principal
Balance of each such REMIC 2 Regular Interest.
Β
With
respect to each Distribution Date and the Floating Rate 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
Mortgage Rates of the Mortgage Loans as of the first day of the related Due
Period (adjusted
to reflect unscheduled principal payments made thereafter during the Prepayment
Period that includes such first day)
minus (i) the Swap Expense Fee Rate and (ii) the Certificate Insurer Fee 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 (adjusted to reflect unscheduled principal payments made
thereafter during the Prepayment Period that includes such first
day).Β 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 LT-SC, weighted on the basis of the Uncertificated Principal
Balance of each such REMIC 2 Regular Interest.
Β
βNet
WAC
Rate Carryover Amountβ: 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.
Β
βNet
WAC
Rate Carryover Reserve Accountβ: The reserve account established and maintained
pursuant to Section 4.05.
Β
βNew
Leaseβ: 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.
Β
βNIMS
Insurerβ: Any insurer that is guaranteeing certain payments under notes secured
by collateral which includes all or a portion of the Class C Certificates,
the
Class P Certificates and/or the Residual Certificates.
Β
βNonrecoverable
Advanceβ: 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, 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.
Β
βNotional
Amountβ: 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).
Β
βOffered
Certificatesβ: The Class A Certificates offered to the public pursuant to the
Prospectus Supplement.
Β
βOfficersβ
Certificateβ: 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 Originator
or
the Depositor, as applicable.
Β
βOpinion
of Counselβ: A written opinion of counsel, who may, without limitation, be a
salaried counsel for the Depositor or the Servicer, acceptable to the Trustee
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.
Β
βOptional
Termination Dateβ: The first Distribution Date on which the Servicer, the
Certificate Insurer or the NIMS Insurer may opt to terminate the Trust Fund
pursuant to Section 10.01.
Β
βOriginal
Class Certificate Principal Balanceβ: 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.
Β
βOriginatorβ:
Option One Mortgage Corporation, a California corporation, or its successor
in
interest, in its capacity as originator under the Mortgage Loan Purchase
Agreement.
Β
βOvercollateralization
Deficiency Amountβ: 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, the Group II Basic
Principal Distribution Amount and the Group III Basic Principal Distribution
Amount on such Distribution Date).
Β
βOvercollateralization
Release Amountβ: With respect to any Distribution Date, the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the Excess
Overcollateralized Amount.
Β
βOvercollateralization
Target Amountβ: With respect to any Distribution Date, prior to the Stepdown
Date an amount equal to 1.20% 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 2.40% 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.
Β
βOvercollateralized
Amountβ: 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).
Β
βOwnership
Interestβ: 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.
Β
βPass-Through
Rateβ: With respect to any Class of the Fixed Rate Certificates and any
Distribution Date, the lesser of (x) the related fixed rate set forth below
for
such Distribution Date and (y) the Net WAC Rate for such Distribution
Date.
Β
|
Class
|
Fixed
Rate
|
|
|
(1)
|
(2)
|
|
|
I-A-1
|
5.866%
per annum
|
6.366%
per annum
|
|
II-A-1
|
5.866%
per annum
|
6.366%
per annum
|
|
III-A-2
|
5.599%
per annum
|
5.599%
per annum
|
|
III-A-3
|
5.611%
per annum
|
5.611%
per annum
|
|
III-A-4
|
5.860%
per annum
|
6.360%
per annum
|
|
III-A-5
|
5.957%
per annum
|
6.457%
per annum
|
|
III-A-6
|
5.662%
per annum
|
6.162%
per annum
|
__________
(1)Β For
the
Accrual Period for each Distribution Date through and including the Optional
Termination Date.
(2)Β For
each
other Accrual Period.
Β
With
respect to any Class of the Floating Rate Certificates and any Distribution
Date, the lesser of (x) the Formula Rate for such Distribution Date and (y)
the
Net WAC Rate for such Distribution Date.
Β
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, LTIIIA1, LTIIIA2, XXXXXX0, XXXXXX0, LTIIIA5, LTIIIA6 and
LTZZ.
Β
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.
Β
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 3 Regular Interest LTIO for such Distribution Date.
Β
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.
Β
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.
Β
βPaying
Agentβ: Any paying agent appointed pursuant to Section 5.05.
Β
βPercentage
Interestβ: 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%.
Β
βPermitted
Investmentsβ: 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 NIMS Insurer, the Trustee
or any of their respective Affiliates or for which an Affiliate of the NIMS
Insurer or Trustee serves as an advisor:
Β
(i)Β 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;
Β
(ii)Β (A)
demand and time deposits in, certificates of deposit of, bankersβ 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, Xxxxxβx 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;
Β
(iii)Β 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
Xxxxxβx 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 Trustee in exchange for such collateral
and
(C) be delivered to the Trustee or, if the Trustee is supplying the collateral,
an agent for the Trustee, in such a manner as to accomplish perfection of a
security interest in the collateral by possession of certificated
securities;
Β
(iv)Β 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;
Β
(v)Β 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;
Β
(vi)Β units
of
money market funds, including those managed or advised by the Trustee or its
Affiliates, that have been rated βAAAmβ by S&P, βAAAβ by Fitch and βAaaβ by
Xxxxxβx; and
Β
(vii)Β if
previously confirmed in writing to the Trustee, 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;
Β
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.
Β
βPermitted
Transfereeβ: Any transferee of a Residual Certificate other than a Disqualified
Organization or a non-U.S. Person.
Β
βPersonβ:
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.
Β
βPlanβ:
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.
Β
βPolicyβ:
The certificate guaranty insurance policy (policy # AB1060BE) 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.
Β
βPool
Insurerβ: Radian Guaranty Inc., a Pennsylvania corporation and stock mortgage
insurance company, or any permitted successor thereof, as issuer of the Pool
Policy.
βPool
Policyβ: The mortgage pool insurance policy (policy number #07-053263) dated the
Closing Date and issued by the Pool Insurer.
βPool
Balanceβ: As of any date of determination, the aggregate Stated Principal
Balance of the Mortgage Loans in all Loan Groups as of such date.
Β
βPreference
Amountβ:Β Any
payment of principal or interest previously distributed to a Class A
Certificateholder, which would have been covered under the Policy as an Insured
Amount, which has been deemed a preferential transfer and was previously
recovered from its owner pursuant to the United States Bankruptcy Code, in
accordance with a final non-appealable order of a court having competent
jurisdiction.
Β
βPremiumβ:
The non-refundable premium payable in respect of the Policy, which shall be
payable (i) on the first Distribution Date, an amount equal to the product
of
(A) the Certificate
Insurer Fee Rate
and (B)
the aggregate Certificate Principal Balance of the Class A Certificates on
the
Closing Date and (C) 30/360 and (ii) on each subsequent Distribution Date,
an
amount equal to the product of (A) the Certificate Insurer Fee 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.
Β
βPrepayment
Assumptionβ: As defined in the Prospectus Supplement.
Β
βPrepayment
Chargeβ: 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).
Β
βPrepayment
Charge Scheduleβ: 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:
Β
| Β |
(i)
|
the
Mortgage Loan identifying number;
|
Β
| Β |
(ii)
|
a
code indicating the type of Prepayment
Charge;
|
Β
| Β |
(iii)
|
the
state of origination of the related Mortgage
Loan;
|
Β
| Β |
(iv)
|
the
date on which the first monthly payment was due on the related Mortgage
Loan;
|
Β
| Β |
(v)
|
the
term of the related Prepayment Charge;
and
|
Β
| Β |
(vi)
|
the
principal balance of the related Mortgage Loan as of the Cut-off
Date.
|
Β
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 NIMS
Insurer.
Β
βPrepayment
Interest Excessβ: 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.
Β
βPrepayment
Interest Shortfallβ: 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 monthβs 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.
Β
βPrepayment
Periodβ: 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 January 1, 2007) and ending on the
Determination Date of the calendar month in which such Distribution Date
occurs.
Β
βPrincipal
Balanceβ: 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.
Β
βPrincipal
Prepaymentβ: 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.
Β
βPrincipal
Remittance Amountβ: With respect to any Distribution Date, the sum of (i) the
Group I Principal Remittance Amount, (ii) the Group II Principal Remittance
Amount and (iii) the Group III Principal Remittance Amount.
Β
βProspectus
Supplementβ: That certain Prospectus Supplement dated January 19, 2007 relating
to the public offering of the Offered Certificates.
Β
βPurchase
Priceβ: 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 Officersβ
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 NIMS Insurer 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.
Β
βQualified
Insurerβ: Any insurance company acceptable to Xxxxxx Xxx.
Β
βQualified
Substitute Mortgage Loanβ: 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) [reserved], (iv)
[reserved], (v) [reserved], (vi) [reserved], (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) be
covered by the Pool Policy and (xvi) [reserved]. 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.
Β
βRating
Agency or Rating Agenciesβ: Xxxxxβx, Fitch and S&P or their successors. If
such agencies or their successors are no longer in existence, βRating Agenciesβ
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
and Servicer.
Β
βRealized
Lossβ: 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.
Β
βRecord
Dateβ: With respect to (i) the Fixed Rate Certificates, 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
Floating Rate 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 Floating Rate
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.
Β
βRelevant
Servicing Criteriaβ: 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.
Β
βReference
Banksβ: 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 or the Servicer or any affiliate thereof and
(iii)
which have been designated as such by the Depositor; provided,
however,
that if
fewer than two of such banks provide a LIBOR rate, then any leading banks
selected by the Depositor which are engaged in transactions in United States
dollar deposits in the international Eurocurrency market.
Β
βRegular
Certificateβ: Any of the Class A Certificates, Class C Certificates or Class P
Certificates.
Β
βRegulation
ABβ: 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.
Β
βReimbursement
Amountβ: As to any Distribution Date, the sum of (x) (i) all Insured Payments
paid by the Certificate Insurer, but for which the Certificate Insurer has
not
been reimbursed prior to such Distribution Date pursuant to Section 4.01, plus
(ii) interest accrued on such Insured Payments not previously repaid, calculated
at the Late Payment Rate from the date the Trustee received the related Insured
Payments or the date such payments were made, and (y) without duplication (i)
any other amounts then due and owing to the Certificate Insurer under the
Insurance Agreement, as certified to the Trustee by the Certificate Insurer
plus
(ii) interest on such amounts at the Late Payment Rate.
Β
βRelief
Actβ: The Servicemembers Civil Relief Act.
Β
βRelief
Act Interest Shortfallβ: 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 law, the amount by which
(i)
interest collectible on such Mortgage Loan during such Due Period is less than
(ii) one monthβs 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.
Β
βREMICβ:
A βreal estate mortgage investment conduitβ within the meaning of Section 860D
of the Code.
Β
βREMIC
1β: 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 Trusteeβs 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 Depositorβs 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.
Β
βREMIC
1
Regular Interestβ: Any of the separate non-certificated beneficial ownership
interests in REMIC 1 issued hereunder and designated as a βregular interestβ 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.
Β
βREMIC
2β: 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.
Β
βREMIC
2
Interest Loss Allocation Amountβ: 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.
Β
βREMIC
2
Marker Allocation Percentageβ: 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
Regular Interest LTIIIA1, REMIC 2 Regular Interest LTIIIA2, REMIC 2 Regular
Interest LTIIIA3, REMIC 2 Regular Interest LTIIIA4, REMIC 2 Regular Interest
LTIIIA5 and REMIC 2 Regular Interest LTIIIA6 and REMIC 2 Regular Interest
LTZZ.
Β
βREMIC
2
Overcollateralization Target Amountβ: 0.50% of the Overcollateralization Target
Amount.
Β
βREMIC
2
Overcollateralized Amountβ: 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 LTIIIA1, REMIC 2 Regular
Interest LTIIIA2, REMIC 2 Regular Interest LTIIIA3, REMIC 2 Regular Interest
LTIIIA4, REMIC 2 Regular Interest LTIIIA5 and REMIC 2 Regular Interest LTIIIA6,
in each case as of such date of determination.
Β
βREMIC
2
Principal Loss Allocation Amountβ: 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 LTIIIA1, REMIC
2 Regular Interest LTIIIA2, REMIC 2 Regular Interest LTIIIA3, REMIC 2 Regular
Interest LTIIIA4, REMIC 2 Regular Interest LTIIIA5, REMIC 2 Regular Interest
LTIIIA6 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 LTIIIA1, REMIC 2 Regular Interest LTIIIA2,
REMIC 2 Regular Interest LTIIIA3, REMIC 2 Regular Interest LTIIIA4, REMIC 2
Regular Interest LTIIIA5, REMIC 2 Regular Interest LTIIIA6 and REMIC 3 Regular
Interest LTZZ.
Β
βREMIC
2
Regular Interestsβ: One of the separate non-certificated beneficial ownership
interests in REMIC 2issued 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 LTIIIA1, REMIC 2 Regular
Interest LTIIIA2, REMIC 2 Regular Interest LTIIIA3, REMIC 2 Regular Interest
LTIIIA4, REMIC 2 Regular Interest LTIIIA5, REMIC 2 Regular Interest LTIIIA6,
REMIC 2 Regular Interest LTZZ, REMIC 2 Regular Interest LT-SC, REMIC 2 Regular
Interest LT-NSC, 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.
Β
βREMIC
2
SC
Allocation Percentageβ: 50% of any amount payable or loss attributable from the
Mortgage Loans, which shall be allocated to REMIC 2 Regular Interest LT-SC,
REMIC 2 Regular Interest LT-NSC and REMIC 2 Regular Interest LT-XX.
Β
βREMIC
3β: 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.
Β
βREMIC
3
Regular Interestsβ: Any Class A Certificate, Class C Interest, Class P Interest
or Class SWAP-IO Interest.
Β
βREMIC
4β: 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 Regular 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.
Β
βREMIC
5β: 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 Regular 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.
Β
βREMIC
6β: 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.
Β
βREMIC
6
Regular Interestβ: REMIC 6 Regular Interest SWAP-IO.
Β
βREMIC
6
Regular Interest SWAP-IOβ: 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.
Β
βREMIC
Regular Interestsβ: The REMIC 1 Regular Interests, REMIC 2 Regular Interests or
REMIC 3 Regular Interests.
Β
βREMIC
Provisionsβ: 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.
Β
βREMIC
Regular Interestsβ: The REMIC 1 Regular Interests, REMIC 2 Regular Interests,
the Class C Interest, Class P Interest or Class SWAP-IO Interest.
Β
βRemittance
Reportβ: A report prepared by the Servicer and delivered to the Trustee and the
NIMS Insurer pursuant to Section 4.04.
Β
βRents
from Real Propertyβ: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code.
Β
βREO
Accountβ: The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to Section 3.23.
Β
βREO
Dispositionβ: The sale or other disposition of an REO Property on behalf of the
Trust Fund.
Β
βREO
Imputed Interestβ: As to any REO Property, for any calendar month during which
such REO Property was at any time part of the Trust Fund, one monthβs 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.
Β
βREO
Principal Amortizationβ: 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 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.
Β
βREO
Propertyβ: 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.
Β
βReportable
Eventβ: As defined in Section 3.25(a)(ii).
Β
βRequest
for Releaseβ: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
Β
βReserve
Interest Rateβ: With respect to any Interest Determination Date, the rate per
annum that the Trustee 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 Trustee 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.
Β
βResidential
Dwellingβ: 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.
Β
βResidual
Certificateβ: Any Class R Certificates or Class R-X Certificates.
Β
βResidual
Interestβ: The sole class of βresidual interestsβ in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
Β
βResponsible
Officerβ: When used with respect to the Trustee, 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 Trustee customarily
performing functions similar to those performed by any of the above designated
officers and, with respect to a particular matter, to whom such matter is
referred because of such officerβs knowledge of and familiarity with the
particular subject.
Β
βResponsible
Partyβ: Option One Mortgage Captial Corporation.
Β
βS&Pβ:
Standard & Poorβs Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
Β
βXxxxxxxx-Xxxxx
Actβ: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any published interpretations
thereof by the Commissionβs staff).
Β
βXxxxxxxx-Xxxxx
Certificationβ: As defined in Section 3.25(a)(iii).
Β
βSellerβ:
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
2001-1B, 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 and/or
Option One Owner Trust 2005-9, each a Delaware statutory trust.
Β
βSenior
Credit Enhancement Percentageβ: 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, the Group II
Principal Distribution Amount and the Group III Principal Distribution Amount
to
the Holders of the Certificates then entitled to distributions of principal
on
such Distribution Date.
Β
βServicerβ:
Option One Mortgage Corporation, a California corporation, or any successor
servicer appointed as herein provided, in its capacity as Servicer
hereunder.
Β
βServicer
Affiliateβ: 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.
Β
βServicer
Event of Terminationβ: One or more of the events described in Section
7.01.
Β
βServicer
Optional Purchase Delinquency Triggerβ: A Servicer Optional Purchase Delinquency
Trigger has occurred with respect to a Distribution Date if the Delinquency
Percentage exceeds 13.00%.
Β
βServicer
Prepayment Charge Payment Amountβ: The amounts payable by the Servicer in
respect of any Prepayment Charges pursuant to Section 2.05 or Section
3.01.
Β
βServicer
Remittance Dateβ: With respect to any Distribution Date, the Business Day prior
to such Distribution Date.
Β
βServicing
Accountβ: The account or accounts created and maintained pursuant to Section
3.09.
Β
βServicing
Advancesβ: All customary, reasonable and necessary βout of pocketβ costs and
expenses (including reasonable attorneysβ 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.
Β
βServicing
Criteriaβ: As set forth in Exhibit S hereto.
Β
βServicing
Feeβ: With respect to each Mortgage Loan and for any calendar month, an amount
equal to one monthβs 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.
Β
βServicing
Fee Rateβ: 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.
Β
βServicing
Officerβ: 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 Trustee, the Certificate Insurer and the Depositor on the Closing Date,
as
such list may from time to time be amended.
Β
βServicing
Transfer Costsβ: All reasonable costs and expenses incurred by the Trustee 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 to correct
any errors or insufficiencies in the servicing data or otherwise to enable
the
Trustee to service the Mortgage Loans properly and effectively.
Β
βSignificance
Percentageβ: 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 β1-Moβ; (3) the Intervals shall be set to β1-Moβ; and (4) the Points
shall be set to equal the remaining term of the Interest Rate Swap Agreement
in
months and the Trustee shall click <go> (provided that the Depositor shall
notify the Trustee 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
Trustee is entitled to receive payments under the Interest Rate Swap Agreement
(the βAdd-On Amountβ) 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).
Β
βSpecial
Servicer Trigger Eventβ: As defined in Section 3.13.
Β
βStartup
Dayβ: As defined in Section 9.01(b) hereof.
Β
βStated
Principal Balanceβ: 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.
Β
βStepdown
Dateβ: The later to occur of (i) the Distribution Date occurring in February
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, Group II Principal Distribution Amount and the Group III
Principal Distribution Amount to the Certificates then entitled to distributions
of principal on such Distribution Date) is equal to or greater than 2.40%.
Β
βSubsequent
Recoveriesβ: As of any Distribution Date, unexpected amounts received by the
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.
Β
βSub-Servicerβ:
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.
Β
βSub-Servicing
Accountβ: 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.
Β
βSub-Servicing
Agreementβ: 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.
Β
βSubstitution
Adjustmentβ: As defined in Section 2.03(d) hereof.
Β
βSupplemental
Interest Trustβ: As defined in Section 4.08(a).
Β
βSupplemental
Interest Trust Trusteeβ: Xxxxx Fargo Bank, N.A., a national banking association,
or any successor trustee appointed as herein provided.
Β
βSwap
Administration Agreementβ: As defined in Section 4.08(b).
Β
βSwap
Accountβ: The
account or accounts created and maintained pursuant to Section 4.08.
The Swap
Account must be an Eligible Account.
Β
βSwap
Administratorβ: 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.
Β
βSwap
Collateral Accountβ: As defined in Section 4.10.
Β
βSwap
Credit Support Annexβ: The credit support annex, dated the Closing Date, between
the Supplemental Interest Trust Trustee and the Interest Rate Swap Provider,
which is annexed to and forms part of the Interest Rate Swap
Agreement.
Β
βSwap
Custodianβ: As defined in Section 4.10.
Β
βSwap
Expense Rateβ: 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
Floating Rate Certificates immediately prior to such Distribution
Date.
Β
βSwap
Interest Shortfall Amountβ: 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.
Β
βSwap
LIBORβ: A per annum rate equal to the floating rate payable by the Swap Provider
under the Interest Rate Swap Agreement.
Β
βSwap
Providerβ: The swap provider under the Interest Rate Swap Agreement. Initially,
the Swap Provider shall be Bear Xxxxxxx Financial Products Inc.
Β
βSwap
Provider Trigger Eventβ: 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.
Β
βSwap
Termination Paymentβ: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
Β
βTax
Matters Personβ: The tax matters person appointed pursuant to Section 9.01(e)
hereof.
Β
βTax
Prepayment Assumptionβ: The prepayment assumption provided by the Depositor and
as disclosed in the Prospectus Supplement.
Β
βTax
Returnsβ: 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 Trustee 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.
Β
βTermination
Priceβ: As defined in Section 10.01(a) hereof.
Β
βTerminatorβ:
As defined in Section 10.01 hereof.
Β
βThree
Month Rolling Delinquency Percentageβ: 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.
Β
βTrigger
Eventβ: A Trigger Event is in effect with respect to any Distribution Date on or
after the Stepdown Date if:
Β
(a)Β the
Delinquency Percentage exceeds 14.00%;
or
Β
(b)Β 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:
Β
|
Distribution
Date Occurring In
|
Percentage
|
|
February
2009 - January 2010
|
1.35%
for the first month, plus 1/12 of 1.75% thereafter
|
|
February
2010 - January 2011
|
3.10%
for the first month, plus 1/12 of 1.65% thereafter
|
|
February
2011 - January 2012
|
4.75%
for the first month, plus 1/12 of 1.15% thereafter
|
|
February
2012 - January 2013
|
5.90%
for the first month, plus 1/12 of 0.60% thereafter
|
|
February
2013 and thereafter
|
6.50%
|
βTrustβ:
Option One Mortgage Loan Trust 2007-FXD1, the trust created
hereunder.
Β
βTrust
Fundβ: All of the assets of the Trust, which the trust created hereunder
consisting of 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 Trustee by the Swap Administrator under the Swap
Administration Agreement, the Swap Account, the Supplemental Interest Trust
and
the Interest Rate Swap Agreement.
Β
βTrust
REMICβ: Each of REMIC 2, REMIC 3, REMIC 4, REMIC 5 and REMIC 6.
Β
βTrusteeβ:
Xxxxx
Fargo Bank, N.A., a national banking association, or any successor trustee
appointed as herein provided.
Β
βTrustee
Feeβ: The amount payable to the Trustee on each Distribution Date pursuant to
Section 8.05 as compensation for all services rendered by it in the execution
of
the trust hereby created and in the exercise and performance of any of the
powers and duties of the Trustee hereunder, which amount shall equal one twelfth
of the product of (i) the Trustee Fee Rate, multiplied by (ii) the aggregate
Stated Principal Balance of the Mortgage Loans and any REO Properties (after
giving effect to scheduled payments of principal due during the Due Period
relating to the previous Distribution Date, to the extent received or advanced)
as of the first day of the calendar month prior to the month of such
Distribution Date (or, in the case of the initial Distribution Date, as of
the
Cut-off Date).
Β
βTrustee
Fee Rateβ: 0.0030%
per annum.
Β
βUncertificated
Accrued Interestβ: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one monthβs 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).
Β
βUncertificated
Notional Amountβ: 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 βAβ listed below:
Β
|
Distribution
Date
|
REMIC
1 Regular Interests
|
|
1
|
I-1-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 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-20-A
|
|
10
|
I-10-A
through I-20-A
|
|
11
|
I-11-A
through I-20-A
|
|
12
|
I-12-A
through I-20-A
|
|
13
|
I-13-A
through I-20-A
|
|
14
|
I-14-A
through I-20-A
|
|
15
|
I-15-A
through I-20-A
|
|
16
|
I-16-A
through I-20-A
|
|
17
|
I-17-A
through I-20-A
|
|
18
|
I-18-A
through I-20-A
|
|
19
|
I-19-A
and I-20-A
|
|
20
|
I-20-A
|
|
thereafter
|
$0.00
|
Β
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.
Β
βUncertificated
Pass-Through Rateβ: The Uncertificated REMIC 1 Pass-Through Rate, Uncertificated
REMIC 1 Pass-Through Rate or Uncertificated REMIC 2 Pass-Through
Rate.
Β
βUncertificated
Principal Balanceβ: With respect to each REMIC Regular Interest (other than
REMIC 3 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.
Β
βUncertificated
REMIC 1 Pass-Through Rateβ: 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 2 Regular Interest ending with the designation βAβ, 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 2 Regular Interest ending with the
designation βBβ, 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%.Β
Β
βUncertificated
REMIC 2 Pass-Through Rateβ: With respect to REMIC 2 Regular Interest LTAA, REMIC
2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIIA1, REMIC 2 Regular Interest LTIIIA2, REMIC 2 Regular Interest
LTIIIA3, REMIC 2 Regular Interest LTIIIA4, REMIC 2 Regular Interest LTIIIA5
and
REMIC 2 Regular Interest LTIIIA6, REMIC 2 Regular Interest LTZZ
and
REMIC 2 Regular Interest LT-XX,
a
per
annum rate (but not less than zero) equal to the weighted average of (w) with
respect to REMIC 1 Regular Interest I, 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 βBβ, 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 βAβ, 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:
Β
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
2
|
I-2-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
3
|
I-3-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
and I-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
4
|
I-4-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
5
|
I-5-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
6
|
I-6-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
7
|
I-7-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
8
|
I-8-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
9
|
I-9-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
10
|
I-10-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
11
|
I-11-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
12
|
I-12-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
13
|
I-13-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
14
|
I-14-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
15
|
I-15-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
16
|
I-16-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
17
|
I-17-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
18
|
I-18-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
19
|
I-19-A
and I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
20
|
I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
thereafter
|
I-1-A
through I-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
With
respect to REMIC 2 Regular Interest LT-SC, a per annum rate (but not less than
zero) equal to the weighted average of (x) with respect to the REMIC 1 Regular
Interests ending with the designation βBβ, 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 each such
REMIC
1 Regular Interest for each such Distribution Date and (y) with respect to
the
REMIC 1 Regular Interests ending with the designation βAβ, for each Distribution
Date listed below, the weighted average of the rates listed below for such
REMIC
1 Regular Interests
listed
below, weighted on the basis of the Uncertificated Principal Balance of each
such REMIC 1
Regular Interest for each such Distribution Date:
Β
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
2
|
I-2-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
3
|
I-3-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
and I-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
4
|
I-4-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
5
|
I-5-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
6
|
I-6-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
7
|
I-7-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
8
|
I-8-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
9
|
I-9-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
10
|
I-10-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
11
|
I-11-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
12
|
I-12-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
13
|
I-13-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
14
|
I-14-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
15
|
I-15-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
16
|
I-16-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
17
|
I-17-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
18
|
I-18-A
through I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
19
|
I-19-A
and I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
20
|
I-20-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
| Β |
I-1-A
through I-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
thereafter
|
I-1-A
through I-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
With
respect to REMIC 2 Regular Interest LT-NSC, a
per
annum rate equal to the weighted average of the Uncertificated REMIC 1
Pass-Through Rate on REMIC 1 Regular Interest I, weighted on the basis of the
Uncertificated Principal Balance of such REMIC 1 Regular Interest.
Β
βUnderwritersβ:
Each of Banc of America Securities LLC, Greenwich Capital Markets, Inc., HSBC
Securities (USA) Inc., Deutsche Bank Securities Inc and H&R Block Financial
Advisors, Inc.
Β
βUninsured
Causeβ: 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.
Β
βUnited
States Personβ or βU.S. Personβ: 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 βUnited Statesβ
shall have the meaning set forth in Section 7701 of the Code or successor
provisions.
Β
βUnpaid
Interest Shortfall Amountβ: 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.
Β
βValueβ:
With respect to any Mortgage Loan, and the related Mortgaged Property, the
lesser of:
Β
| Β |
(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
|
Β
| Β |
(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.
|
Β
βVoting
Rightsβ: 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 Holdersβ 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 Holdersβ 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).
Β
| SECTION 1.02.Β Β |
Accounting.
|
Β
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.
Β
| SECTION 1.03.Β Β |
Allocation
of Certain Interest Shortfalls.
|
Β
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 monthβs 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 monthβs 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 monthβs interest at the then applicable
Pass-Through Rate on the Notional Amount of each such Certificate after the
allocation thereto in clause (1).
Β
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 allocatedΒ first,
to
REMIC 1 Regular Interest I and to the REMIC 1 Regular Interests ending with
the
designation βBβ, pro
rata
based
on, and to the extent of, one monthβs 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 βAβ, pro rata based on, and to the
extent of, one monthβs 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.
Β
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 2 Regular Interests for any Distribution Date:
Β
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 allocatedΒ among
REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1, REMIC 2 Regular
Interest LTIIA1, REMIC 2 Regular Interest LTIIIA1, REMIC 2 Regular Interest
LTIIIA2, REMIC 2 Regular Interest LTIIIA3, REMIC 2 Regular Interest LTIIIA4,
REMIC 2 Regular Interest LTIIIA5, REMIC 2 Regular Interest LTIIIA6 and REMIC
2
Regular Interest LTZZ, pro
rata
based
on, and to the extent of, one monthβs 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.
Β
The
REMIC
2 SC 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 to the Uncertificated Accrued Interest payable to REMIC
2
Regular Interest LT-SC, REMIC 2 Regular Interest LT-NSC and REMIC 2 Regular
Interest LT-XX, pro
rata
based
on, and to the extent of, one monthβs interest at the then applicable respective
Uncertificated REMIC 1I Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC 2 Regular Interest.
Β
| SECTION 1.04.Β Β |
Rights
of the NIMS Insurer.
|
Β
Each
of
the rights of the NIMS Insurer set forth in this Agreement shall exist so long
as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes
issued pursuant to an Indenture and (ii) any series of notes issued pursuant
to
one or more Indentures remain outstanding or the NIMS Insurer is owed amounts
in
respect of its guarantee of payment on such notes; provided, however, the NIMS
Insurer shall not have any rights hereunder (except pursuant to Section 11.01
in
the case of clause (ii) below) so long as (i) the NIMS Insurer has not
undertaken to guarantee certain payments of notes issued pursuant to the
Indenture or (ii) any default has occurred and is continuing under the insurance
policy issued by the NIMS Insurer with respect to such notes.
Β
Β
ARTICLE
II
Β
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
Β
| SECTION 2.01.Β Β |
Conveyance
of Mortgage Loans.
|
Β
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 Trustee
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.
Β
In
connection with such transfer and assignment, the Depositor, does hereby deliver
to, and deposit with the Trustee, or its designated agent (the βCustodianβ), the
following documents or instruments with respect to each Mortgage Loan so
transferred and assigned and the Originator, on behalf of the
Depositor:
Β
(i)Β Β 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: βPay
to the order of Xxxxx Fargo Bank, N.A., as Trustee, without recourseβ, 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;
Β
(ii)Β Β 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;
Β
(iii)Β Β an
original Assignment. The Mortgage shall be assigned either (A) in blank or
(B)
to βXxxxx Fargo Bank, N.A., as Trustee, without recourseβ;
Β
(iv)Β Β an
original of any intervening assignment of Mortgage showing a complete chain
of
assignments;
Β
(v)Β Β the
original or a certified copy of lenderβs title insurance policy;
and
Β
(vi)Β Β the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any.
Β
The
Trustee agrees to execute and deliver (or cause the Custodian to execute and
deliver) to the Depositor, the Certificate Insurer and the NIMS 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.
Β
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 Trustee or 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 Trustee 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 lenderβs 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
Trustee 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 or an original attorneyβs opinion of title, with the original or
a certified copy thereof to be delivered to the Trustee or the Custodian,
promptly upon receipt thereof. The Servicer or the Depositor shall deliver
or
cause to be delivered to the Trustee 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.
Β
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 Trustee or 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.
Β
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 Trustee 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, (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 or the NIMS Insurer. Upon (a) receipt
of
written notice from the Trustee 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 Trustee and the Trustee 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 Trustee, 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.
Β
The
Depositor herewith delivers to the Trustee an executed copy of the Mortgage
Loan
Purchase Agreement and the Pool Policy.
Β
In
addition, on or prior to the Closing Date, the Depositor shall cause the
Certificate Insurer to deliver the Policy to the Trustee.
Β
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 Officersβ 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.
Β
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.
Β
| SECTION 2.02.Β Β |
Acceptance
by Trustee.
|
Β
The
Trustee acknowledges the receipt of the 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 βTrust Fundβ 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 βTrust Fundβ in trust for the
exclusive use and benefit of all present and future Certificateholders and
the
Certificate Insurer.
Β
The
Trustee 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, within 45 days after the assignment thereof). The Trustee further
agrees, for the benefit of the Certificateholders and the Certificate Insurer,
to certify to the Depositor, the Servicer and the NIMS Insurer 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 Trustee (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.
Β
Prior
to
the first anniversary date of this Agreement the Trustee shall deliver (or
cause
the Custodian to deliver) to the Depositor, the Servicer, the Certificate
Insurer and the NIMS 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.
Β
If
in the
process of reviewing the Mortgage Files and making or preparing, as the case
may
be, the certifications referred to above, the Trustee (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 Trustee shall so notify the Originator, the Depositor, the
Certificate Insurer, the NIMS Insurer and the Servicer. In addition, upon the
discovery by the Originator, the Depositor, the Certificate Insurer, the NIMS
Insurer or the Servicer (or upon receipt by the Trustee 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.
Β
The
Depositor 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 Depositorβs 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 Depositorβs
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.
Β
| SECTION 2.03.Β Β |
Repurchase
or Substitution of Mortgage Loans by the
Originator.
|
Β
(a)Β Β 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 Responsible Party 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 Ceritifcate Insurer, the Responsible Party,
the NIMS Insurer and the Servicer of such defect, missing document or breach
and
request that the Originator or the Responsible Party, 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
Responsible Party, as applicable, was notified of such missing document, defect
or breach, and if the Originator or the Responsible Party, 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 Originatorβs or the
Responsible Partyβs obligation under the Mortgage Loan Purchase Agreement and
cause the Originator or the Responsible Party, 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 release to the Originator
or the Responsible Party, 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 Responsible Party, as applicable,
shall furnish to it and as shall be necessary to vest in the Originator or
the
Responsible Party, as applicable, any Mortgage Loan released pursuant hereto
and
the Trustee shall have no 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 Responsible Party, 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 Responsible Party, 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 Responsible Party,
as
applicable, respecting such omission, defect or breach available to the Trustee
on behalf of the Certificateholders and the Certificate Insurer.
Β
(b)Β Β 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 Ceritifcate Insurer in any Mortgage
Loan, the Depositor shall cure such breach in all material
respects.
Β
(c)Β Β 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.
Β
(d)Β Β 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 Responsible Party, as applicable, substitutes
a
Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected
by the Originator or the Responsible Party, as applicable, delivering to the
Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
Note, the Mortgage and the Assignment to the Trustee, and such other documents
and agreements, with all necessary endorsements thereon, as are required by
Section 2.01, together with an Officersβ 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 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, the Certificate Insurer and the NIMS 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 shall deliver
to the Servicer, the Certificate Insurer and the NIMS 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 Responsible Party, 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 Responsible Party,
as applicable, shall thereafter be entitled to retain all amounts subsequently
received in respect of such Deleted Mortgage Loan. The Originator or the
Responsible Party, as applicable, shall give or cause to be given written notice
to the Certificateholders, the Certificate Insurer and the NIMS 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 NIMS Insurer and the Trustee. Upon such substitution
by
the Originator or the Responsible Party, 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.
Β
For
any
month in which the Originator or the Responsible Party, as applicable,
substitutes one or more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Servicer will determine the amount (the
βSubstitution Adjustmentβ), 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 monthβs interest on such principal balance at
the applicable Net Mortgage Rate. On the date of such substitution, the
Originator or the Responsible Party, 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, 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 Responsible
Party, 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 Responsible Party, as applicable, shall
deliver to it and as shall be necessary to vest therein any Deleted Mortgage
Loan released pursuant hereto.
Β
In
addition, the Originator or the Responsible Party, as applicable, shall obtain
at its own expense and deliver to the Trustee, the Certificate Insurer and
the
NIMS 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 βprohibited transactionsβ under Section
860F(a)(l) of the Code or on βcontributions after the startup dateβ 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.
Β
Upon
discovery by the Originator, the Servicer, the Certificate Insurer, the NIMS
Insurer or the Trustee that any Mortgage Loan does not constitute a βqualified
mortgageβ 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 Responsible
Party 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 Responsible Party, as applicable, if the affected Mortgage
Loanβs status as a non-qualified mortgage is or results from a breach of any
representation, warranty or covenant made by the Originator or the Responsible
Party under the Mortgage Loan Purchase Agreement or (ii) the Depositor, if
the
affected Mortgage Loanβs 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 Responsible Party,
or
Section 2.03(b), if made by the Depositor. The Trustee shall reconvey to the
Depositor or the Originator or the Responsible Party, 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.
Β
| SECTION 2.04.Β Β |
Intentionally
Omitted.
|
Β
| SECTION 2.05.Β Β |
Representations,
Warranties and Covenants of the
Servicer.
|
Β
The
Servicer hereby represents, warrants and covenants to the Trustee, for the
benefit of each of the Trustee, the Certificate Insurer and the
Certificateholders and to the Depositor that as of the Closing Date or as of
such date specifically provided herein:
Β
(i)Β Β 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
creditorsβ 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;
Β
(ii)Β Β 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;
Β
(iii)Β Β 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;
Β
(iv)Β Β 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;
Β
(v)Β Β [Reserved];
Β
(vi)Β Β 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;
Β
(vii)Β Β 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 such 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;
Β
(viii)Β Β 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;
Β
(ix)Β Β 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;
Β
(x)Β Β 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 creditorβs rights generally or the collectability thereof may be
limited due to acceleration in connection with a foreclosure) under applicable
federal, state and local law;
Β
(xi)Β Β The
Servicer will not waive any Prepayment Charge unless it is waived in accordance
with the standard set forth in Section 3.01; and
Β
(xii)Β Β 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.
Β
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 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 Certificate Insurer, the NIMS 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 Originator, the Certificate
Insurer, the NIMS 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 Certificate Insurer
or
the Trustee on behalf of the Certificateholders, 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.
Β
| SECTION 2.06.Β Β |
Representations
and Warranties of the Depositor.
|
Β
The
Depositor represents and warrants to the Trust and the Trustee on behalf of
the
Certificateholders and the Certificate Insurer as follows:
Β
(i)Β Β 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 creditorsβ 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);
Β
(ii)Β Β 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;
Β
(iii)Β Β 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;
Β
(iv)Β Β 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;
Β
(v)Β Β 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;
Β
(vi)Β Β 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;
Β
(vii)Β Β 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 Depositorβs
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);
Β
(viii)Β Β To
the
best of the Depositorβs 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;
Β
(ix)Β Β There
are
no actions, proceedings or investigations pending before or, to the Depositorβs
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
Β
(x)Β Β The
beneficial owner of the payments made under the Interest Rate Swap Agreement
is
either (i) a βU.S. personβ (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 βnon-U.S. branch of a foreign personβ as that term is used in
section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the
βRegulationsβ) for United States federal income tax purposes, and it is a
βforeign personβ 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.
Β
| SECTION 2.07.Β Β |
Issuance
of Certificates.
|
Β
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it 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 Trustee, 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.
Β
| SECTION 2.08.Β Β |
Authorization
to Enter into Interest Rate Swap
Agreement.
|
Β
The
Trustee, 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 Trustee shall apply to the Supplemental
Interest Trust Trusteeβs 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
Administratorβs execution of the Interest Rate Swap Agreement, and the
performance of its duties and satisfaction of its obligations thereunder.
| SECTION 2.09.Β Β |
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 2, REMIC 3, REMIC
4,
REMIC 5 and REMIC 6 by the Trustee; Issuance of
Certificates.
|
Β
(a)Β Β 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.
Β
(b)Β Β 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.
Β
(c)Β Β 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.
Β
(d)Β Β 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.
Β
(e)Β Β
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.
Β
(f)Β Β 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.
Β
(g)Β Β 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
Trustee, 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.
Β
| SECTION 2.10.Β Β |
Negative
Covenants of the Trustee and the
Servicer.
|
Β
Except
as
otherwise expressly permitted by this Agreement, the Trustee and the Servicer
shall not cause the Trust Fund to:
Β
(i)Β Β sell,
transfer, exchange or otherwise dispose of any of the assets of the Trust
Fund;
Β
(ii)Β Β dissolve
or liquidate the Trust Fund in whole or in part;
Β
(iii)Β Β engage,
directly or indirectly, in any business other than that arising out of the
issue
of the Certificates, and the actions contemplated or required to be performed
under this Agreement;
Β
(iv)Β Β incur,
create or assume any indebtedness for borrowed money;
Β
(v)Β Β voluntarily
file a petition for bankruptcy, reorganization, assignment for the benefit
of
creditors or similar proceeding; or
Β
(vi)Β Β merge,
convert or consolidate with any other Person.
Β
ARTICLE
III
Β
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
Β
| SECTION 3.01.Β Β |
Servicer
to Act as Servicer.
|
Β
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:
Β
(A)Β Β any
relationship that the Servicer, any Sub-Servicer or any Affiliate of the
Servicer or any Sub-Servicer may have with the related Mortgagor;
Β
(B)Β Β the
ownership or non-ownership of any Certificate by the Servicer or any Affiliate
of the Servicer;
Β
(C)Β Β the
Servicerβs obligation to make Advances or Servicing Advances; or
Β
(D)Β Β the
Servicerβs or any Sub-Servicerβs right to receive compensation for its services
hereunder or with respect to any particular transaction.
Β
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. 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 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.
Β
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.
Β
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 βprohibited
transactionsβ or βcontributions after the startup dateβ under the REMIC
Provisions.
Β
| SECTION 3.02.Β Β |
Sub-Servicing
Agreements Between Servicer and
Sub-Servicers.
|
Β
(a)Β Β 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 and the NIMS Insurer shall have consented to such
Sub-Servicing Agreement. The Trustee 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.
Β
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 NIMS
Insurer and the Trustee copies of all Sub-Servicing Agreements, and any
amendments or modifications thereof, promptly upon the Servicerβs execution and
delivery of such instruments.
Β
(b)Β Β 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 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 attorneysβ fees
against the party against whom such enforcement is directed. Enforcement of
the
Mortgage Loan Purchase Agreement against the Originator shall be effected by
the
Servicer to the extent it is not the Originator, and otherwise by the Trustee
in
accordance with the foregoing provisions of this paragraph.
Β
| SECTION 3.03.Β Β |
Successor
Sub-Servicers.
|
Β
The
Servicer, with the consent of the Certificate Insurer and the NIMS 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.
Β
Any
Sub-Servicing Agreement shall include the provision that such agreement may
be
immediately terminated by the Servicer, the Trustee (if the Trustee is acting
as
Servicer) or the Certificate Insurer without fee, in accordance with the terms
of this Agreement, in the event that the Servicer (or the Trustee, if such
party
is then acting as Servicer) shall, for any reason, no longer be the Servicer
(including termination due to a Servicer Event of Termination).
Β
| SECTION 3.04.Β Β |
Liability
of the Servicer.
|
Β
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.
Β
| SECTION 3.05.Β Β |
No
Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
the
Trustee or Certificateholders.
|
Β
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 NIMS Insurer, the Trustee, 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 Servicerβs compensation
pursuant to this Agreement is sufficient to pay such fees.
Β
| SECTION 3.06.Β Β |
Assumption
or Termination of Sub-Servicing Agreements by
Trustee.
|
Β
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 Trustee 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
Trustee elects to terminate any Sub-Servicing Agreement in accordance with
its
terms as provided in Section 3.03. Upon such assumption, the Trustee (or the
successor servicer appointed pursuant to Section 7.02) shall be deemed, subject
to Section 3.03, to have assumed all of the departing Servicerβs 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 Trustee nor any successor Servicer shall be deemed to have assumed
any liability or obligation of the Servicer that arose before it ceased to
be
the Servicer.
Β
The
Servicer at its expense shall, upon request of Trustee, 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 or the Trustee (in which case the
successor Servicer or the Trustee, as applicable, shall be entitled to
reimbursement therefor from the assets of the Trust).
Β
| SECTION 3.07.Β Β |
Collection
of Certain Mortgage Loan Payments.
|
Β
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.
Β
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 βforbearanceβ), 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 and the NIMS 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 Mortage Loan without the prior consent of
the
Pool Insurer if it would violate Section 5A of the Pool Policy. The Servicerβs
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.
Β
| SECTION 3.08.Β Β |
Sub-Servicing
Accounts.
|
Β
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 βSub-Servicing Accountβ). 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-Servicerβs 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.
Β
| SECTION 3.09.Β Β |
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
Β
The
Servicer shall establish and maintain, or cause to be established and
maintained, one or more accounts (the βServicing Accountsβ), 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 Servicerβs 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 receipt of such Escrow Payments, all Escrow Payments
collected on account of the Mortgage Loans for the purpose of effecting the
timely payment of any such 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 Servicerβs 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.
Β
| SECTION 3.10.Β Β |
Collection
Account and Distribution Account.
|
Β
(a)Β Β 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
βCollection Accountβ), 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 Servicerβs receipt thereof, and shall
thereafter deposit in the Collection Account, in no event more than two Business
Days after the Servicerβs receipt thereof, 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:
Β
(i)Β Β all
payments on account of principal, including Principal Prepayments (but not
Prepayment Charges), on the Mortgage Loans;
Β
(ii)Β Β all
payments on account of interest (net of the related Servicing Fee) on each
Mortgage Loan;
Β
(iii)Β Β 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);
Β
(iv)Β Β 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;
Β
(v)Β Β 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;
Β
(vi)Β Β all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03 or Section 10.01;
Β
(vii)Β Β all
amounts required to be deposited in connection with Substitution Adjustments
pursuant to Section 2.03;
Β
(viii)Β Β 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
Β
(ix)Β Β without
duplication, all payments of claims under the Pool Policy.
Β
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.
Β
(b)Β Β On
behalf
of the Trust Fund, the Trustee shall establish and maintain one or more accounts
(such account or accounts, the βDistribution Accountβ), held in trust for the
benefit of the Trustee, the Certificateholders and the Certificate Insurer.
On
behalf of the Trust Fund, the Servicer shall deliver to the Trustee in
immediately available funds for deposit in the Distribution Account on or before
1:00 p.m. New York time (i) on the Servicer Remittance Date, that portion of
the
Available Funds (calculated without regard to the references in the definition
thereof to amounts that may be withdrawn from the Distribution Account) for
the
related Distribution Date then on deposit in the Collection Account, the amount
of all Prepayment Charges collected during the applicable Prepayment Period
by
the Servicer and Servicer Prepayment Charge Payment Amounts in connection with
the Principal Prepayment of any of the Mortgage Loans then on deposit in the
Collection Account for
the related Distribution Date, then on deposit in the Collection Account
and
the
amount of any funds reimbursable to an Advancing Person pursuant to Section
3.29, and (ii) on each Business Day as of the commencement of which the balance
on deposit in the Collection Account exceeds $75,000 following any withdrawals
pursuant to the next succeeding sentence, the amount of such excess, but only
if
the Collection Account constitutes an Eligible Account solely pursuant to clause
(ii) of the definition of βEligible Account.β If the balance on deposit in the
Collection Account exceeds $75,000 as of the commencement of business on any
Business Day and the Collection Account constitutes an Eligible Account solely
pursuant to clause (ii) of the definition of βEligible Account,β the Servicer
shall, on or before 1:00 p.m. New York time on such Business Day, withdraw
from
the Collection Account any and all amounts payable or reimbursable to the
Servicer, the Trustee, the Originator or any Sub-Servicer pursuant to Section
3.11 and shall pay such amounts to the Persons entitled thereto.
Β
(c)Β Β 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 Certificate Insurer, the NIMS Insurer and
the
Trustee of the location of the Collection Account maintained by it when
established and prior to any change thereof. The Trustee shall give notice
to
the Certificate Insurer, the NIMS Insurer, the Servicer and the Depositor of
the
location of the Distribution Account when established and prior to any change
thereof.
Β
(d)Β Β Funds
held in the Collection Account at any time may be delivered by the Servicer
to
the Trustee 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 Trustee shall have the sole authority to withdraw any funds held pursuant
to
this subsection (d). In the event the Servicer shall deliver to the Trustee
for
deposit in the Distribution Account any amount not required to be deposited
therein, it may at any time request that the Trustee 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 Trustee from time to time
for
deposit, and the Trustee, with respect to items (i) through (iv) below, shall
so
deposit, in the Distribution Account:
Β
(i)Β Β any
Advances, as required pursuant to Section 4.04;
Β
(ii)Β Β any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
Β
(iii)Β Β any
amounts to be paid in connection with a purchase of Mortgage Loans and REO
Properties pursuant to Section 10.01;
Β
(iv)Β Β any
Compensating Interest to be deposited pursuant to Section 3.24 in connection
with any Prepayment Interest Shortfall; and
Β
(v)Β Β any
amounts required to be paid to the Trustee pursuant to the Agreement, including,
but not limited to Section 3.06, Section 3.26 and Section 7.02.
Β
(e)Β Β [Reserved].
Β
(f)Β Β 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.
Β
| SECTION 3.11.Β Β |
Withdrawals
from the Collection Account and Distribution
Account.
|
Β
(a)Β Β 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:
Β
(i)Β Β to
remit
to the Trustee 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);
Β
(ii)Β Β subject
to Section 3.16(d), to reimburse the 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;
Β
(iii)Β Β subject
to Section 3.16(d), to pay the Servicer or any Sub-Servicer (a) any unpaid
Servicing Fees, (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, and (c) 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;
Β
(iv)Β Β 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;
Β
(v)Β Β to
pay to
the Originator, 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;
Β
(vi)Β Β to
reimburse the Servicer for any Advance or Servicing Advance previously made
which the Servicer has determined to be a Nonrecoverable Advance in accordance
with the provisions of Section 4.04;
Β
(vii)Β Β to
pay,
or to reimburse the Servicer for Servicing Advances in respect of, expenses
incurred in connection with any Mortgage Loan pursuant to Section
3.16(b);
Β
(viii)Β Β to
reimburse the Servicer for expenses incurred by or reimbursable to the Servicer
pursuant to Section 6.03;
Β
(ix)Β Β to
reimburse the Certificate Insurer, the NIMS Insurer, the Servicer (if the
Servicer is not an Affiliate of the Originator) 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;
Β
(x)Β Β to
pay
itself any Prepayment Interest Excess;
Β
(xi)Β Β to
clear
and terminate the Collection Account pursuant to Section 10.01.
Β
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.
Β
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, the NIMS Insurer and
the Trustee, 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
Officersβ Certificate in the form described under Section 4.04(d) shall suffice
for such written notification to the Trustee in respect hereof.
Β
(b)Β Β The
Trustee shall, from time to time, make withdrawals from the Distribution
Account, for any of the following purposes, without priority:
Β
(i)Β Β to
make
distributions to the Swap Account in accordance with Section 4.08;
Β
(ii)Β Β to
make
distributions in accordance with Section 4.01;
Β
(iii)Β Β to
pay
itself the Trustee Fee and any other amounts owed to it pursuant to Section
8.05;
Β
(iv)Β Β to
pay
any amounts in respect of taxes pursuant to Section 9.01(g);
Β
(v)Β Β to
clear
and terminate the Distribution Account pursuant to Section 10.01;
Β
(vi)Β Β to
pay
any amounts required to be paid to the Trustee pursuant to this Agreement,
including but not limited to funds required to be paid pursuant to Section
3.06
and Section 7.02;
Β
(vii)Β Β to
pay to
the Trustee, any interest or investment income earned on funds deposited in
the
Distribution Account;
Β
(viii)Β Β to
pay to
an Advancing Person reimbursements for Advances and/or Servicing Advances
pursuant to Section 3.29; and
Β
(ix)Β Β [reserved].
Β
| SECTION 3.12.Β Β |
Investment
of Funds in the Collection Account and the Distribution
Account.
|
Β
(a)Β Β The
Servicer may direct any depository institution maintaining the Collection
Account to invest the funds on deposit in such accounts, and the Trustee may
invest the funds on deposit in the Distribution Account (each such account,
for
the purposes of this Section 3.12 an βInvestment Accountβ). 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 Trustee is the obligor thereon or if such investment
is managed or advised by a Person other than the Trustee or an Affiliate of
the
Trustee, 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 Trustee is the
obligor thereon or if such investment is managed or advised by the Trustee
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 Trustee (in its capacity as such), or in the name of
a
nominee of the Trustee. The Trustee 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 Trustee or its agent, together with any document
of
transfer necessary to transfer title to such investment to the Trustee 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 Trustee
shall:
Β
| Β |
(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
|
Β
| Β |
(y)
|
demand
payment of all amounts due thereunder promptly upon determination
by a
Responsible Officer of the Trustee that such Permitted Investment
would
not constitute a Permitted Investment in respect of funds thereafter
on
deposit in the Investment Account.
|
Β
(b)Β Β 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.
Β
(c)Β Β All
income and gain realized from the investment of funds deposited in the
Distribution Account shall be for the benefit of the Trustee. The Trustee 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.
Β
(d)Β Β 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 Trustee
may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of
the
Certificate Insurer, the NIMS 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.
Β
| SECTION 3.13.Β Β |
Rights
of the Class C Certificateholder.
|
Β
(a)Β Β 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 Ceritifcate Insurer or if the majority Holder of the Class C Certificates
does not exercise such right then the Certificate Insurer shall have the right
to direct the Trustee 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 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 shall not cause a downgrade or withdrawal
of the ratings on the Class A Certificates. 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.
Β
A
Special
Servicer Trigger Event (βSpecial Servicer Trigger Eventβ) shall be in effect
with respect to any Distribution Date if:
Β
(a)
the
Servicerβs 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
Β
(b)
the
Delinquency Percentage exceeds 30.00%;
or
Β
(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.
Β
| SECTION 3.14.Β Β |
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
Β
(a)Β Β 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).
Β
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 Bestβs 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 Certificateholders and the Certificate Insurer, claims under any
such blanket policy in a timely fashion in accordance with the terms of such
policy.
Β
(b)Β Β 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 Servicerβs 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 and the Certificate Insurer
and the NIMS 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 Xxx 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 daysβ prior written notice to the Trustee, the Certificate Insurer and
the NIMS 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.
Β
| SECTION 3.15.Β Β |
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
Β
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 βdue-on-saleβ
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 βdue-on-saleβ 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 that any such substitution,
modification or assumption agreement has been completed by forwarding to the
Trustee 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.
Β
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 βassumptionβ 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.
Β
| SECTION 3.16.Β Β |
Realization
Upon Defaulted Mortgage Loans.
|
Β
(a)Β Β 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.
Β
(b)Β Β 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 Certificateholders or the Certificate Insurer would be considered
to
hold title to, to be a βmortgagee-in-possessionβ of, or to be an βownerβ or
βoperatorβ 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:
Β
(1)Β 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
Β
(2)Β 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.
Β
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 and
the
NIMS Insurer.
Β
The
cost
of the environmental audit report contemplated by this Section 3.16 shall be
advanced by the Servicer, subject to the Servicerβs right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(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.
Β
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 Servicerβs right to be reimbursed therefor from the
Collection Account as provided in Section 3.11(a)(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.
Β
(c)Β Β (i)The
Certificate Insurer or the NIMS 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. Neither the Certificate Insurer nor the NIMS Insurer
shall use any procedure in selecting Mortgage Loans to be repurchased which
is
materially adverse to the interests of the Certificateholders. The Certificate
Insurer or the NIMS 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 or the NIMS Insurer,
as applicable, to the extent necessary, including the prompt delivery of all
documentation to the Certificate Insurer or the NIMS Insurer, as
applicable.
Β
(ii)Β Β If
the
Servicer Optional Purchase Delinquency Trigger has been met, the Servicer 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)(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.
Β
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.
Β
(d)Β Β 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(a)(iii) and Advances pursuant to
Section 3.11(a)(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(a)(iii).
Β
| SECTION 3.17.Β Β |
Trustee
to Cooperate; Release of Mortgage
Files.
|
Β
(a)Β Β 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 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 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. The Trustee
agrees to indemnify the Servicer, out of its own funds, for any loss, liability
or expense (other than special, indirect, punitive or consequential damages
which will not be paid by the Trustee) incurred by the Servicer as a proximate
result of the Trusteeβs breach of its obligations pursuant to this Section 3.17.
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.
Β
(b)Β Β 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 Trustee shall, upon any request made by
or
on behalf of the Servicer and delivery to the Trustee, 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 Trustee 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 an additional Request for Release certifying as to
such liquidation or action or proceedings. Upon the request of the Trustee
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 Trustee to the
Servicer or its designee.
Β
(c)Β Β 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 trusteeβs sale or other documents necessary to the foreclosure or trusteeβs
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
trusteeβs sale.
Β
| SECTION 3.18.Β Β |
Servicing
Compensation.
|
Β
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(a)(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 Servicerβs 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.
Β
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(a)(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.
Β
The
Servicer shall be entitled to any Prepayment Interest Excess, which it may
withdraw from the Collection Account pursuant to Section
3.11(a)(ix).
Β
| SECTION 3.19.Β Β |
Reports
to the Trustee; Collection Account
Statements.
|
Β
Not
later
than ten days after each Distribution Date, the Servicer shall forward to the
Certificate Insurer, the NIMS Insurer and, upon request, to the Trustee and
the
Depositor the most current available bank statement for the Collection Account.
Copies of such statement shall be provided by the Trustee to any
Certificateholder and to any Person identified to the Trustee 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
Trustee.
Β
| SECTION 3.20.Β Β |
Statement
as to Compliance.
|
Β
Each
of
the Servicer and the Trustee shall deliver (or otherwise make available if
notice of such other means of delivery is provided) to the Depositor, the
Trustee and the Certificate Insurer, not later than March 15th
of each
calendar year beginning in 2008, an Officersβ Certificate (an βAnnual Statement
of Complianceβ) stating, as to each signatory thereof, that (i) a review of the
activities of such party during the preceding calendar year and of performance
under this Agreement or other applicable servicing agreement has been made
under
such officersβ supervision and (ii) to the best of such officersβ knowledge,
based on such review, such party has fulfilled all of its obligations under
this
Agreement or other applicable servicing agreement in all material respects
throughout such year, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such
officer and the nature and status of cure provisions thereof. Each such Annual
Statement of Compliance shall contain no restrictions or limitations on its
use.
Β
The
Servicer and the Trustee 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 Trustee as described above as and
when required with respect to the Servicer.
Β
In
the
event the Servicer or the Trustee 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.
Β
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 Trustee
may (with the consent of the Depositor), in addition to whatever rights the
Trustee 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.
Β
| SECTION 3.21.Β Β |
Assessment
of Compliance and Attestation
Report.
|
Β
Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB,
the Servicer, the Trustee and the Custodian shall deliver (or otherwise make
available if notice of such other means of delivery is provided) to the Trustee,
the Depositor and the Certificate Insurer on or before March 15th
of each
calendar year beginning in 2008, a report regarding such partyβs assessment of
compliance (an βAssessment of Complianceβ) 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:
Β
(a)Β Β A
statement by such officer of its responsibility for assessing compliance with
the Relevant Servicing Criteria applicable to such party;
Β
(b)Β Β 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;
Β
(c)Β Β An
assessment by such officer of such partyβs 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;
Β
(d)Β Β A
statement that a registered public accounting firm has issued an attestation
report on such partyβs Assessment of Compliance with the Relevant Servicing
Criteria for the period consisting of the preceding calendar year;
and
Β
(e)Β Β A
statement as to which of the Servicing Criteria, if any, are not applicable
to
the Servicer, 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.
Β
In
the
event the Servicer or the Trustee 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
βparticipating in the servicing functionβ within the meaning of Item 1122 of
Regulation AB 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.
Β
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
or the Trustee.
Β
On
or
before March 15th
of each
calendar year beginning in 2008, the Servicer, the Trustee and the Custodian,
each at its own expense, shall cause a registered public accounting firm to
furnish to the Trustee, the Depositor and the Certificate Insurer a report
(an
βAttestation Reportβ) 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.
Β
The
Servicer and the Trustee shall cause any Sub-Servicer and each subcontractor
engaged by it and determined to be βparticipating in the servicing functionβ
within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee,
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.
Β
Such
Assessment of Compliance, as to each Sub-Servicer and subcontractor determined
to be βparticipating in the servicing functionβ within the meaning of Item 1122
of Regulation AB, shall address each of the Servicing Criteria applicable to
it,
as specified on Exhibit S hereto. The Trustee 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.
Β
Promptly
after receipt of each such assessment of compliance and attestation report,
the
Trustee 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.
Β
In
the
event the Servicer, the Trustee, the Custodian, or any Sub-servicer or
subcontractor determined to be βparticipating in the servicing functionβ 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.
Β
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 Trustee may (with
the consent of the Depositor), in addition to whatever rights the Trustee 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 Trustee 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.
Β
| SECTION 3.22.Β Β |
Access
to Certain Documentation.
|
Β
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 Certificate Insurer, the NIMS 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.
Β
| SECTION 3.23.Β Β |
Title,
Management and Disposition of REO
Property.
|
Β
(a)Β Β 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 Certificate Insurer and the NIMS Insurer an Opinion of Counsel acceptable
to
the Certificate Insurer and the NIMS Insurer and addressed to the Trustee,
the
Certificate Insurer, the NIMS Insurer 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
βprohibited transactionsβ 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 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
βforeclosure propertyβ 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 βincome from
non-permitted assetsβ within the meaning of Section 860F(a)(2)(B) of the Code,
or any βnet income from foreclosure propertyβ which is subject to taxation under
the REMIC Provisions.
Β
(b)Β Β 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 βREO Accountβ), 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.
Β
(c)Β Β 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. 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 Servicerβs receipt
thereof, and shall thereafter deposit in the REO Account, in no event more
than
two Business Days after the Servicerβs 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:
Β
(i)Β Β all
insurance premiums due and payable in respect of such REO Property;
Β
(ii)Β Β all
real
estate taxes and assessments in respect of such REO Property that may result
in
the imposition of a lien thereon; and
Β
(iii)Β Β all
costs
and expenses necessary to maintain such REO Property.
Β
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 Servicerβs judgment, the payment of such amounts will be recoverable from
the rental or sale of the REO Property.
Β
Notwithstanding
the foregoing, neither the Servicer nor the Trustee shall:
Β
(A)Β Β 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;
Β
(B)Β Β authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
Β
(C)Β Β 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
Β
(D)Β Β 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;
Β
unless,
in any such case, the Servicer has obtained an Opinion of Counsel, provided
to
the Trustee, the Certificate Insurer and the NIMS Insurer, to the effect that
such action will not cause such REO Property to fail to qualify as βforeclosure
propertyβ 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.
Β
The
Servicer may contract with any Independent Contractor for the operation and
management of any REO Property, provided that:
Β
(1)Β the
terms
and conditions of any such contract shall not be inconsistent
herewith;
Β
(2)Β 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;
Β
(3)Β 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
Β
(4)Β 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.
Β
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 Servicerβs
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.
Β
(d)Β Β 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 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).
Β
(e)Β Β 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.
Β
(f)Β Β 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
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).
Β
(g)Β Β 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.
Β
| SECTION 3.24.Β Β |
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
Β
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 (βCompensating Interestβ)
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 earned during the related
Prepayment Period. The Servicer shall not have the right to reimbursement for
any amounts remitted to the Trustee 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.
Β
| SECTION 3.25.Β Β |
Reports
Filed with Securities and Exchange
Commission.
|
Β
(a)Β Β (i)
Within 15 days after each Distribution Date (subject to permitted extensions
under the Exchange Act), the Trustee 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 (βXXXXXβ), the report on Form
10-D, signed by the Depositor, with a copy of the Monthly Statement to be
furnished by the Trustee 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
Trustee shall have received no later than 5 calendar days after the related
Distribution Date, all information required to be provided to the Trustee as
described in clause (a)(ii) below. Any disclosure in addition to the Monthly
Statement that is required to be included on Form 10-D (βAdditional Form 10-D
Disclosureβ) shall, pursuant to the paragraph immediately below, be reported to
the Depositor, and the Trustee by the parties set forth on Exhibit T, approved
by the Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure
information absent such reporting, direction and approval.
Β
(ii)Β Β 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 Trustee (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
Trustee 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 Trustee
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 Trustee in connection with including any
Additional Form 10-D Disclosure on Form 10-D pursuant to this
Section.
Β
After
preparing the Form 10-D, the Trustee 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 Trustee 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 Trustee. If a Form 10-D cannot be filed on time or if a previously
filed Form 10-D needs to be amended, the Trustee will follow the procedures
set
forth in Section 3.25(a)(vi). Promptly (but no later than 1 Business Day) after
filing with the Commission, the Trustee will make available on its internet
website a final executed copy of each Form 10-D prepared and filed by the
Trustee. Form 10-D requires the registrant to indicate (by checking βyesβ or
βnoβ) that it β(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.β The Depositor hereby
represents to the Trustee that the Depositor has filed all such required reports
during the preceding 12 months and that it has been subject to such filing
requirement for the past 90 days. The Depositor shall notify the Trustee in
writing, no later than the fifth calendar day after the related Distribution
Date with respect to the filing of a report on Form 10-D, if the answer to
the
questions should be βno.β The Trustee 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 Trustee 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 Trustee 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 Trusteeβs 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.
Β
(iii)Β Β
(A)
Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a βReportable Eventβ), the Trustee
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 (βForm 8-K Disclosure Informationβ) shall, pursuant to the paragraph
immediately below, be reported to the Depositor and the Trustee by the parties
set forth on Exhibit T, approved by the Depositor, and the Trustee 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.
Β
Β Β 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 Trustee (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
Trustee 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 Trustee 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 Trustee in connection with including any Form 8-K Disclosure Information
on
Form 8-K pursuant to this Section.
Β
Β Β After
preparing the Form 8-K, the Trustee 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 Trustee 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 Trustee. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Trustee will follow the procedures
set
forth in Section 3.25(a)(vi). Promptly (but no later than 1 Business Day) after
filing with the Commission, the Trustee will make available on its internet
website a final executed copy of each Form 8-K prepared and filed by the
Trustee. The parties to this Agreement acknowledge that the performance by
the
Trustee 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 Trustee shall have no
liability for any loss, expense, damage, claim arising out of or with respect
to
any failure to properly prepare and/or timely file such Form 8-K, where such
failure results from the Trusteeβs 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.
Β
(iv)Β Β (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 β10-K Filing Deadlineβ) (it
being understood that the fiscal year for the Trust ends on December 31st of
each year), commencing in March 2008, the Trustee shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trustee within the applicable
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
(βXxxxxxxx-Xxxxx Certificationβ) 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 (βAdditional Form 10-K Disclosureβ)
shall, pursuant to the paragraph immediately below, be reported by the parties
set forth on Exhibit T, approved by the Depositor, and the Trustee will have
no
duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-K Disclosure absent such reporting, direction and
approval.
Β
Β Β 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 Trustee (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
Trustee 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 Trustee
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 Trustee in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this Section.
Β
Β Β After
preparing the Form 10-K, the Trustee 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 Trustee 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 Trustee. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended,
the Trustee will follow the procedures set forth in Section 3.25(a)(vi).
Promptly (but no later than 1 Business Day) after filing with the Commission,
the Trustee will make available on its internet website a final executed copy
of
each Form 10-K prepared and filed by the Trustee. Form 10-K requires the
registrant to indicate (by checking βyesβ or βnoβ) that it β(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.β The Depositor hereby represents to the
Trustee that the Depositor has filed all such required reports during the
preceding 12 months and that it has been subject to such filing requirement
for
the past 90 days. The Depositor shall notify the Trustee in writing, no later
than the 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 βno.β The Trustee 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 Trustee 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 Trustee 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 Trusteeβs 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.
Β
Β Β Each
Form
10-K shall include a certification (the βXxxxxxxx-Xxxxx Certificationβ), exactly
as set forth in Exhibit R-1 attached hereto, required to be included therewith
pursuant to the Xxxxxxxx-Xxxxx Act. The Trustee shall provide to the Person
who
signs the Xxxxxxxx-Xxxxx Certification (the βCertifying Personβ), by March 10 of
each year in which the Trust is subject to the reporting requirements of the
Exchange Act and otherwise within a reasonable period of time upon request,
a
certification (each, a βBack-Up Certificationβ), in the form attached hereto as
Exhibit R-2, upon which the Certifying Person, the entity for which the
Certifying Person acts as an officer, and such entityβs officers, directors and
Affiliates (collectively with the Certifying Person, βCertification Partiesβ)
can reasonably rely. The senior officer of the Depositor shall serve as the
Certifying Person on behalf of the Trust. In the event the Trustee is terminated
or resigns pursuant to the terms of this Agreement, the Trustee 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.
Β
(v)Β Β With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the βAdditional
Disclosureβ) relating to the Trust Fund, the Trusteeβs 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 responsible party
for providing that information, if other than the Trustee, 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 Trustee and the Depositor all Additional Disclosure relating to the Trust
Fund, with respect to which such party is indicated in Exhibit T as the
responsible party for providing that information. The Swap Provider will be
obligated pursuant to the Swap Agreement to provide to the Trustee any
information that may be required to be included in any Form 10-D, Form 8-K
or
Form 10-K. 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.
Β
(vi)Β Β On
or
prior to January 30 of the first year in which the Trustee is able to do so
under applicable law, the Trustee shall prepare and file a Form 15 Suspension
Notification relating to the automatic suspension of reporting in respect of
the
Trust under the Exchange Act.
Β
Β Β In
the
event that the Trustee 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 Trustee will promptly notify the
Depositor. In the case of Form 10-D and Form 10-K, the Depositor, Servicer
and
Trustee 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 Trustee will, upon receipt of all required Form 8-K
Disclosure Information and upon the approval and direction of the Depositor,
include such disclosure information on the next Form 10-D. In the event that
any
previously filed Form 8-K, 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 Trustee 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 and Servicer acknowledge that the
performance by the Trustee 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 and the Depositor performing their duties under this Section.
The Trustee 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 Trusteeβs 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.
Β
Β Β The
Depositor agrees to promptly furnish to the Trustee, from time to time upon
request, such further information, reports and financial statements within
its
control related to this Agreement, the Mortgage Loans as the Trustee reasonably
deems appropriate to prepare and file all necessary reports with the Commission.
The Trustee shall have no responsibility to file any items other than those
specified in this Section 3.25; provided, however, the Trustee will cooperate
with the Depositor in connection with any additional filings with respect to
the
Trust Fund as the Depositor deems necessary under the Exchange Act. Fees and
expenses incurred by the Trustee in connection with this Section 3.25 shall
not
be reimbursable from the Trust Fund.
Β
(b)Β Β In
connection with the filing of any Form 10-K hereunder, the Trustee shall sign
a
certification (a βForm of Back-Up Certification for Form 10K Certificate,β
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 Trustee shall not be required to
undertake an analysis of any accountantβs report attached as an exhibit to the
Form 10-K.
Β
(c)Β Β The
Trustee 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
Trusteeβs obligations under this Section 3.25 or the Trusteeβs 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
Trustee pursuant to Section 3.20 or the Assessment of Compliance delivered
by
the Trustee pursuant to Section 3.21.
Β
The
Depositor shall indemnify and hold harmless the Trustee 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.
Β
The
Servicer shall indemnify and hold harmless the Trustee 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.
Β
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, the Trustee 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.
Β
(d)Β Β Nothing
shall be construed from the foregoing subsections (a), (b) and (c) to require
the Trustee or any officer, director or Affiliate thereof to sign any Form
10-K
or any certification contained therein. Furthermore, the inability of the
Trustee to file a Form 10-K as a result of the lack of required information
as
set forth in Section 3.25(a) or required signatures on such Form 10-K or any
certification contained therein shall not be regarded as a breach by the Trustee
of any obligation under this Agreement.
Β
(e)Β Β Notwithstanding
the provisions of Section 11.01, this Section 3.25 may be amended without the
consent of the Certificateholders.
Β
| SECTION 3.26.Β Β |
Obligations
of the Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
Β
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 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.
Β
| SECTION 3.27.Β Β |
Solicitations.
|
Β
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 Servicerβs 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 Servicerβs counseling services with respect to refinancing
mortgage loans.
Β
Notwithstanding
the foregoing, with respect to any Fixed-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) 24 months following origination
of such Mortgage.
| SECTION 3.28.Β Β |
[Reserved].
|
Β
| SECTION 3.29.Β Β |
Advancing
Facility.
|
Β
(a)Β Β The
Servicer and/or the Trustee on behalf of the Trust Fund, in either case, with
the consent of the Certificate Insurer and the NIMS Insurer and the Servicer
in
the case of the Trustee, is hereby authorized to enter into a facility (the
βAdvancing Facilityβ) with any Person which provides that such Person (an
βAdvancing Personβ) may fund Advances and/or Servicing Advances to the Trust
Fund under this Agreement, although no such facility shall reduce or otherwise
affect the Servicerβs 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 Trustee
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 Trustee 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
Trustee, rather than the Servicer, and include the Servicerβs acknowledgment
thereto or proof of an Event of Default under the Advancing Facility. The
Trustee 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 Personβs 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 and the NIMS Insurer shall not withhold its consent to
the
Trust Fundβs entering such facility.
Β
(b)Β Β If
an
Advancing Facility is entered into, then the Servicer shall not be permitted
to
reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii),
Section 3.11(a)(vi), Section 3.11(a)(vii), Section 3.11(a)(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 Trustee made
pursuant to Section 3.10(a). The Trustee 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(a)(ii), Section 3.11(a)(iii), Section 3.11(a)(vi), Section
3.11(a)(vii), Section 3.11(a)(viii) or Section 4.04(b), as the case may be,
had
the Servicer itself funded such Advance or Servicing Advance. The Trustee is
hereby authorized to pay directly to the Advancing Person such portion of the
Servicing Fee as the parties to any advancing facility agree.
Β
(c)Β Β All
Advances and Servicing Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a βfirst in-first outβ (FIFO)
basis.
Β
(d)Β Β 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 Trustee and the
Servicer without the consent of any Certificateholder but with the consent
of
the Certificate Insurer and the NIMS Insurer, notwithstanding anything to the
contrary in this Agreement.
Β
| SECTION 3.30.Β Β |
Pool
Policy; Claims Under the Pool
Policy
|
Β
(a)Β Β 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, all claims which may be
made
under the Pool Policy with respect to the 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
fifteen (15) days after the Servicer receives notice or otherwise becomes aware
that:
Β
(i)Β Β a
borrower is Three (3) Months in Default, or
Β
(ii)Β Β proceedings
to acquire title to a borrowerβs property have been commenced,
Β
whichever
event occurs first, notice thereof shall be given to the Pool Insurer by the
Servicer 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 borrowerβs account, until a claim is submitted to the
Pool Insurer or until such borrower is less than Three (3) Months in Default.
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.
Β
The
Servicer shall indemnify the Trust Fund, the Trustee 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.
Β
Β
ARTICLE
IV
Β
FLOW
OF
FUNDS
Β
| SECTION 4.01.Β Β |
Distributions.
|
Β
(a)Β Β (I)On
each
Distribution Date, the Trustee 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:
Β
(i)Β to
the
Certificate Insurer, the amount owing to the Certificate Insurer under the
Insurance Agreement for the Premium allocable to the Group I
Certificates;
Β
(ii)Β 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;
Β
(iii)Β to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
allocable to the Group I Certificates;
Β
(iv)Β concurrently,
to each Class of Group II Certificates and Group III 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) or Section 4.01(a)(III)(ii) below for such Distribution Date
over (y) the amount actually distributed pursuant to such section from the
Group
II Interest Remittance Amount or the Group III Interest Remittance Amount,
respectively; and
Β
(v)Β to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
allocable to the Group II Certificates and Group III Certificates and to the
extent not paid pursuant to Section 4.01(a)(II) or Section 4.01(a)(III)
below.Β
Β
(II)Β On
each
Distribution Date the Trustee 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:
Β
(i)Β to
the
Certificate Insurer, the amount owing to the Certificate Insurer under the
Insurance Agreement for the Premium allocable to the Group II
Certificates;
Β
(ii)Β to
the
Class II-A-1 Certificates, the Monthly Interest Distributable Amount and the
Unpaid Interest Shortfall Amount, if any, for the Class II-A-1 Certificates
for
such Distribution Date;
Β
(iii)Β to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
allocable to the Group II Certificates;
Β
(iv)Β concurrently,
to each Class of Group I Certificates and Group III 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)(I)(ii) above or Section 4.01(a)(III)(ii) below for such Distribution
Date over (y) the amount actually distributed pursuant to such section from
the
Group I Interest Remittance Amount or the Group III Interest Remittance Amount,
respectively; and
Β
(v)Β to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
allocable to the Group I Certificates and Group III Certificates and to the
extent not paid pursuant to Section 4.01(a)(I) above or Section 4.01(a)(III)
below.
Β
(III)Β On
each
Distribution Date the Trustee shall withdraw from the Distribution Account
that
portion of Available Funds for such Distribution Date consisting of the Group
III 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 III Interest Remittance Amount remaining
for such Distribution Date:
Β
(i)Β to
the
Certificate Insurer, the amount owing to the Certificate Insurer under the
Insurance Agreement for the Premium allocable to the Group III
Certificates;
Β
(ii)Β concurrently,
to each Class of Group III 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;
Β
(iii)Β to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
allocable to the Group III Certificates;
Β
(iv)Β concurrently,
to each Class of Group I Certificates and 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)(I)(ii) or Section 4.01(a)(II)(ii) above for such Distribution Date
over
(y) the amount actually distributed pursuant to such section from the Group
I
Interest Remittance Amount or the Group II Interest Remittance Amount,
respectively; and
Β
(v)Β to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
allocable to the Group I Certificates and Group II Certificates and to the
extent not paid pursuant to Section 4.01(a)(I) or Section 4.01(a)(II)
above.
Β
(b)Β Β (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:
Β
(i)Β 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;
Β
(ii)Β to
the Holders of the Class I-A-1 Certificates until
the Certificate Principal Balance thereof has been reduced to zero;
Β
(iii)Β after
taking into account the amount distributed to the Group II Certificates pursuant
to Section 4.01(b)(II)(ii) below and the amount distributed to the Group III
Certificates pursuant to Section 4.01(b)(III)(ii) below on such Distribution
Date, concurrently, to the Group II Certificates and the Group III 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
Β
(iv)Β to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
and
to
the exent not paid pursuant to Section 4.01(a) above.
Β
(II)Β 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:
Β
(i)Β 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;
Β
(ii)Β to
the Class II-A-1 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
Β
(iii)Β after
taking into account the amount distributed to the Group I Certificates pursuant
to Section 4.01(b)(I)(ii) above and the amount distributed to the Group III
Certificates pursuant to Section 4.01(b)(III)(ii) below on such Distribution
Date, concurrently, to the Group I Certificates and the Group III 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
Β
(iv)Β to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
and to the exent not paid pursuant to Section 4.01(a) above.
Β
(III)Β 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
III Principal Distribution Amount shall be made in the following amounts and
order:
Β
(i)Β to
the
Certificate Insurer, the amount owing to the Certificate Insurer under the
Insurance Agreement for the Premium allocable to the Group III Certificates
and
to the extent not paid pursuant to Section 4.01(a) above;
Β
(ii)Β to
the
Group III Certificates (allocated as described below), until the Certificate
Principal Balances thereof have been reduced to zero;
Β
(iii)Β after
taking into account the amount distributed to the Group I Certificates pursuant
to Section 4.01(b)(I)(ii) above and the amount distributed to the Group II
Certificates pursuant to Section 4.01(b)(II)(ii) aobve on such Distribution
Date, concurrently, to the Group I Certificates and 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
Β
(iv)Β to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
and to the exent not paid pursuant to Section 4.01(a) above.
Β
(c)Β Β (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:
Β
(i)Β 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;
Β
(ii)Β 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;
Β
(iii)Β to
the
Group II Certificates and Group III Certificates (allocated as described below),
on a pro
rata
basis
based on the aggregare 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) or Section
4.01(c)(III)(ii) below for such Distribution Date over (y) the amount actually
distributed pursuant to Section 4.01(c)(II)(ii) or Section 4.01(c)(III)(ii)
below from the Group II Principal Distribution Amount or Group III Principal
Distribution Amount, respectively, on such Distribution Date; and
Β
(iv)Β to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
and to the exent not paid pursuant to Section 4.01(a) above.
Β
(II)Β 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:
Β
(i)Β 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;
Β
(ii)Β to
the
Class II-A-1
Certificates,
the Group II Senior Principal Distribution Amount until the Certificate
Principal Balance thereof has been reduced to zero;
Β
(iii)Β to
the
Group I Certificates and Group III 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)(I)(ii) above or Section
4.01(c)(III)(ii) below for such Distribution Date over (y) the amount actually
distributed pursuant to Section 4.01(c)(I)(ii) above or Section 4.01(c)(III)(ii)
below from the Group I Principal Distribution Amount or Group III Principal
Distribution Amount, respectively, on such Distribution Date; and
Β
(iv)Β to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
and to the exent not paid pursuant to Section 4.01(a) above.
Β
(III)Β 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 III Principal Distribution Amount shall be made in the following
amounts and order:
Β
(i)Β to
the
Certificate Insurer, the amount owing to the Certificate Insurer under the
Insurance Agreement for the Premium allocable to the Group III Certificates
and
to the extent not paid pursuant to Section 4.01(a) above;
Β
(ii)Β to
the
Group III Certificates (allocated as described below), the Group III Senior
Principal Distribution Amount until the Certificate Principal Balances thereof
have been reduced to zero;
Β
(iii)Β to
the
Group I Certificates and Group II Certificates, 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)(I)(ii) or Section 4.01(c)(II)(ii)
above for such Distribution Date over (y) the amount actually distributed
pursuant to Section 4.01(c)(I)(ii) or Section 4.01(c)(II)(ii) above from the
Group I Principal Distribution Amount or Group II Principal Distribution Amount,
respectively, on such Distribution Date; and
Β
(iv)Β to
the
Certificate Insurer, the Reimbursement Amount owing to the Certificate Insurer
and to the exent not paid pursuant to Section 4.01(a) above.
Β
With
respect to the Group III Certificates, all principal distributions will be
distributed first to the Class III-A-6 Certificates, the Lockout Distribution
Amount, until the Certificate Principal Balance has been reduced to zero, and
then, sequentially, to the Class III-A-1, Class III-A-2, Class III-A-3,
Class
III-A-4,
Class III-A-5 and Class III-A-6 Certificates, in that order, until the
Certificate Principal Balance of each such Class of Certificates has been
reduced to zero.
Β
(d)Β Β On
each
Distribution Date, the Net Monthly Excess Cashflow shall be distributed as
follows:
Β
(i)Β Β 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, Group II Principal Distribution Amount and/or the Group
III
Principal Distribution Amount as described under Section 4.01(b) and Section
4.01(c) above;
Β
(ii)Β Β 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;
Β
(iii)Β Β to
the
Swap Provider, any Swap Termination Payments resulting from a Swap Provider
Trigger Event;
Β
(iv)Β Β 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;
Β
(v)Β Β 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 is reduced to zero; and
Β
(vi)Β Β any
remaining amounts to the Holders of the Residual Certificates (in respect of
the
appropriate Class R Interest).
Β
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
Trustee 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.
Β
(e)Β Β On
each
Distribution Date, after making the distributions of the Available Funds as
set
forth above, the Trustee 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.
Β
(f)Β Β 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 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:
Β
(i)Β Β 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
Β
(ii)Β Β 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..
Β
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 Trustee, in
its
capacity as Supplemental Interest Trust Trustee,
shall
distribute the amount on deposit in the Swap Account as follows:
Β
(i)Β Β to
the Class III-A-1 Certificates,
the
related Monthly Interest Distributable Amount and Unpaid Interest Shortfall
Amount remaining;
Β
(ii)Β Β 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;
Β
(iii)Β Β 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
Β
(iv)Β Β to
the
Class III-A-1 Certificates, the related Net WAC Rate Carryover Amount remaining
undistributed.
Β
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.
Β
(g)Β Β Method
of Distribution.
The
Trustee 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.
Β
(h)Β Β 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 βbrokerage firmβ or βindirect participating firmβ) 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.
Β
(i)Β Β 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.
Β
(j)Β Β Distribution
of Insured Payments. With
respect to any Distribution Date, in the event of an Insured Payment, the
Trustee 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 Trustee 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.
Β
(k)Β Β 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 Trustee determines that the Residual Certificates
are
entitled to any distributions, the Trustee, 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.
Β
| SECTION 4.02.Β Β |
The
Policy.
|
Β
(a)Β Β If
the
Trustee determines that an Insured Amount to be covered by the Policy will
exist
for the related Distribution Date, the Trustee shall complete the notice in
the
form of Exhibit A to the Policy (the βNoticeβ) and submit such Notice in
accordance with the Policy to the Certificate Insurer no later than 12:00 P.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.
Β
(b)Β Β The
Trustee 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 Trustee 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 Trustee 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 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
Trustee 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
Trustee, shall be returned to the Certificate Insurer pursuant to the written
instructions of the Certificate Insurer by the end of such Business
Day.
Β
(c)Β Β The
Trustee 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 Dayβs prior
notice to the Trustee.
Β
(d)Β Β In
the
event that the Trustee 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 Trustee shall so
notify the Certificate Insurer, shall comply with the provisions of the Policy
to obtain payment by the Certificate Insurer of such Preference Amount 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 Holderβs 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 Trustee or the
Certificate Insurer, and the Trustee shall furnish to the Certificate Insurer,
its records evidencing the payments which have been made by the Trustee and
subsequently recovered from the Holders of the Class A Certificates, and dates
on which such payments were made.
Β
(e)Β Β The
Trustee 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 βPreference
Claimβ) 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 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 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.
Β
(f)Β Β The
Trustee 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.
Β
(g)Β Β The
Trustee 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
Trustee as attorney in fact for the purpose of making claims on the
Policy.
Β
(h)Β Β 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 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 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 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 and the Servicer shall
cooperate in all respects with any reasonable request by the Certificate Insurer
for action to preserve or enforce the Certificate Insurerβs rights or interests
under this Agreement without limiting the rights or affecting the interests
of
the Holders as otherwise set forth herein.
Β
(i)Β Β 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.
Β
| SECTION 4.03.Β Β |
Statements.
|
Β
(a)Β Β On
each
Distribution Date, based, as applicable, on information provided to it by the
Servicer, the Trustee 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 βMonthly
Statementβ):
Β
(i)Β Β 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;
Β
(ii)Β Β 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;
Β
(iii)Β Β 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;
Β
(iv)Β Β any
fees
and expenses of the Trust accrued and paid on such Distribution Date and to
whom
such fees and expenses were paid;
Β
(v)Β Β the
aggregate amount of Advances for the related Due Period (including the general
purpose of such Advances);
Β
(vi)Β Β the
aggregate amount of interest and scheduled principal received or advanced by
the
Servicer with respect to the related Due Period;
Β
(vii)Β Β with
respect to each Loan Group, the related group balance at the Close of Business
at the end of the related Due Period;
Β
(viii)Β Β 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;
Β
(ix)Β Β 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;
Β
(x)Β Β the
Delinquency Percentage;
Β
(xi)Β Β 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;
Β
(xii)Β Β 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;
Β
(xiii)Β Β 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;
Β
(xiv)Β Β the
aggregate amount of Realized Losses incurred during the related Prepayment
Period and the cumulative amount of Realized Losses;
Β
(xv)Β Β the
aggregate amount of extraordinary Trust Fund expenses withdrawn from the
Collection Account for such Distribution Date;
Β
(xvi)Β Β 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;
Β
(xvii)Β Β 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;
Β
(xviii)Β Β 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;
Β
(xix)Β Β the
Senior Credit Enhancement Percentage for such Distribution Date;
Β
(xx)Β Β 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;
Β
(xxi)Β Β the
amount of any Net Swap Payments or Swap Termination Payments (a) due from the
Trust and (b) due from the Swap Provider;
Β
(xxii)Β Β whether
the Stepdown Date or a Trigger Event is in effect;
Β
(xxiii)Β Β the
total
cashflows received (including amounts received from the Supplemental Interest
Trust Trustee under the Interest Rate Swap Agreement);
Β
(xxiv)Β Β 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;
Β
(xxv)Β Β (A)
the
amount of payments received related to claims under the Pool Policy during
the
related Prepayment Period (and the number of 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 Mortgage
Loans to which such payments related);
(xxvi)Β Β (A)
the
dollar amount of claims made under the Pool Policy that were denied during
the
Prepayment Period (and the number of 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 Mortgage
Loans
to which such denials related);
Β
(xxvii)Β Β
the
amount on deposit Net WAC Rate Carryover Reserve Account;
Β
(xxviii)Β Β
the
applicable Record Date, Accrual Period and Determination Date for calculating
distributions for such Distribution Date;
Β
(xxix)Β Β the
amount of any payments/draws under the Policy; and
Β
(xxx)Β Β the
amount of any Reimbursement Amounts paid and any outstanding Reimbursement
Amounts.
Β
The
Trustee 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 NIMS Insurer, the Swap
Provider, the Credit Risk Manager and the Rating Agencies via the Trusteeβs
internet website. The Trusteeβs internet website shall initially be located at
βxxx.xxxxxxx.xxxβ. Assistance in using the website can be obtained by calling
the Trusteeβs 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 Trustee 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 Trustee shall provide timely and
adequate notification to all above parties regarding any such changes. As a
condition to access the Trusteeβs internet website, the Trustee may require
registration and the acceptance of a disclaimer. The Trustee will not be liable
for the dissemination of information in accordance with this Agreement. The
Trustee 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).
Β
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.
Β
In
addition, the Trustee will report on Form 10-D any material breaches of
representations and warranties regarding the Mortgage Loans to the extent known
to the Trustee 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.
Β
For
all
purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
shall be determined by the Trustee from information provided by the Servicer
and
reported by the Trustee 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 Loanβs second succeeding
Due Date. 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.
Β
(b)Β Β Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall, upon written request, furnish to the Certificate Insurer, the NIMS
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 Trustee shall
be deemed to have been satisfied to the extent that substantially comparable
information shall be prepared and furnished by the Trustee to Certificateholders
pursuant to any requirements of the Code as are in force from time to
time.
Β
(c)Β Β On
each
Distribution Date, the Trustee shall make available to the Certificate Insurer,
the NIMS 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 Trustee deems necessary or
appropriate.
Β
(d)Β Β Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
deliver to the Certificate Insurer, the NIMS 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 Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be prepared and furnished to
Certificateholders by the Trustee pursuant to any requirements of the Code
as
from time to time in force.
Β
(e)Β Β For
each
Distribution Date, through and including the Distribution Date in December
2007,
the Trustee 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 Trustee shall promptly notify the Depositor
and
the Depositor, on behalf of the Trustee, 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 Trustee shall promptly notify
the Depositor and the Depositor shall, within 5 Business Days of such
Distribution Date, deliver to the Trustee 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 Trustee shall include the
Significance Percentage on the statement to Certificateholders for the related
Distribution Date.
Β
| SECTION 4.04.Β Β |
Remittance
Reports; Advances.
|
Β
(a)Β Β On
the
second Business Day following each Determination Date but in no event later
than
the earlier of (i) such date which would allow the indenture trustee to submit
a
claim to the NIMS Insurer under the Indenture so as to allow a timely payment
by
the NIMS Insurer under the insurance policy related to the notes insured by
the
NIMS Insurer and (ii) the 20th
day of
each month (or if such 20th
day is
not a Business Day, the preceding Business Day), the Servicer shall deliver
to
the Trustee 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 20th
day of
each month (or if such 20th
day is
not a Business Day, the preceding Business Day), the Servicer shall deliver
or
cause to be delivered to the Trustee 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 Trustee 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. The Trustee shall not be responsible to recompute, recalculate or verify
any information provided to it by the Servicer.
Β
(b)Β Β 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.
Β
(c)Β Β 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 Trustee 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(a)(ii) in reimbursement of Advances
previously made shall be appropriately reflected in the Servicerβs 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
Trustee will provide notice to the Certificate Insurer, the NIMS 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 Trustee 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.
Β
(d)Β Β The
obligation of the Servicer to make such Advances is mandatory, notwithstanding
any other provision of this Agreement but subject to (d) 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.
Β
(e)Β Β Notwithstanding
anything herein to the contrary, no Advance or Servicing Advance shall be
required to be made hereunder by the Servicer if such Advance or Servicing
Advance would, if made, constitute a Nonrecoverable Advance. The determination
by the 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 Officersβ Certificate of the Servicer
delivered to the Certificate Insurer, the NIMS Insurer, the Credit Risk Manager,
the Depositor and the Trustee.
Β
| SECTION 4.05.Β Β |
Net
WAC Rate Carryover Reserve Account.
|
Β
No
later
than the Closing Date, the Trustee shall establish and maintain with itself
a
separate, segregated trust account titled, βNet WAC Rate Carryover Reserve
Account, Xxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders
of
Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed Certificates, Series
2007-FXD1β which shall be an Eligible Account.
Β
On
each
Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
to the Class A Certificates, the Trustee 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)(iv), rather
than distributing such amounts to the Class C Certificateholders. On each such
Distribution Date, the Trustee 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).
Β
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.
Β
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, Xxxxx Fargo 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 βoutside reserve fundβ 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 βregular interestβ
in a REMIC within the meaning of Code Section 860(G)(a)(1).
Β
By
accepting a Class C Certificate, each Class C Certificateholder hereby agrees
to
direct the Trustee, and the Trustee 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.
Β
At
the
direction of the Holders of a majority in Percentage Interest in the Class
C
Certificates, the Trustee 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 Trustee
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 Trustee 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 Trustee, the Trustee shall invest
the funds in such account in Permitted Investments managed by the Trustee or
an
Affiliate of the kind described in clause (vi) of the definition of Permitted
Investments.
Β
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.
Β
| SECTION 4.06.Β Β |
Distributions
on the REMIC Regular Interests.
|
Β
(a)Β Β On
each
Distribution Date, the Trustee 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:
Β
(i)Β Β to
Holders of each of REMIC 1 Regular Interest I and REMIC 1 Regular Interest
I-1-A
through I-20-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;
Β
(ii)Β Β 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-20-B starting with the lowest
numerical denomination until the Uncertificated Principal Balance of each such
REMIC 1 Regular Interest is reduced to zero; and
Β
(iii)Β Β 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 in [___] until $100 has been distributed pursuant to this
clause.
Β
(b)Β Β On
each
Distribution Date, the Trustee 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:
Β
(i)Β Β first,
to
the Holder of REMIC 2 Regular Interest LT-IO 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 LTIIIA1, REMIC 2 Regular Interest LTIIIA2, REMIC 2 Regular
Interest LTIIIA3, REMIC 2 Regular Interest LTIIIA4, REMIC 2 Regular Interest
LTIIIA5, REMIC 2 Regular Interest LTIIIA6 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 LTIIIA1, REMIC 2
Regular Interest LTIIIA2, REMIC 2 Regular Interest LTIIIA3, REMIC 2 Regular
Interest LTIIIA4, REMIC 2 Regular Interest LTIIIA5 and REMIC 2 Regular Interest
LTIIIA6, 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;
Β
(ii)Β Β 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:
Β
(A)Β Β 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 in [___]
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;
Β
(B)Β Β 2.00%
of
such remainder, first, to the Holders REMIC 2 Regular Interest LTIA1, REMIC
2
Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIIA1, REMIC 2 Regular
Interest LTIIIA2, REMIC 2 Regular Interest LTIIIA3, REMIC 2 Regular Interest
LTIIIA4, REMIC 2 Regular Interest LTIIIA5 and REMIC 2 Regular Interest LTIIIA6,
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
Β
(C)Β Β any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-II Interest).
Β
provided,
however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
attributable to an Overcollateralization Release Amount shall be allocated
to
Holders of (i) REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest LTP,
in that order and (ii) REMIC 2 Regular Interest LTZZ, respectively; provided
that REMIC 2 Regular Interest LTP shall not be reduced until the Distribution
Date in [______], at which point such amount shall be distributed to REMIC
2
Regular Interest LTP, until $100 has been distributed pursuant to this
clause.
Β
(iii)Β Β third,
to
the Holders of REMIC 2 Regular Interest LT-SC, REMIC 2 Regular Interest LT-NSC
and REMIC 2 Regular Interest LT-XX, 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; and
Β
(iv)Β Β fourth,
to the Holders of REMIC 2 Regular Interests, in an amount equal to the remainder
of the REMIC 2 SC Allocation Percentage of the Interest Remittance Amount and
the Principal Payment Amount for such Distribution Date after the distributions
made pursuant to clause (iii) above, such that distributions of principal shall
be deemed to be made to the REMIC 2 Regular Interests first, so as to keep
the
Uncertificated Principal Balance of REMIC 2 Regular Interest LT-SC and REMIC
2
Regular Interest LT-NSC equal to 0.01% of the aggregate Certificate Principal
Balance of the related Corresponding Certificates; second, any remaining
principal to REMIC 2 Regular Interest LT-XX.
Β
(iv)Β Notwithstanding
the distributions described in this Section 4.06, distribution of funds shall
be
made only in accordance with Section 4.01.
Β
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.
Β
| SECTION 4.07.Β Β |
Allocation
of Realized Losses.
|
Β
(a)Β Β All
Realized Losses on the Mortgage Loans allocated to any Regular Certificate
shall
be allocated by the Trustee 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.
Β
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.
Β
(b)Β Β With
respect to the REMIC 1 Regular Interests, all Realized Losses on the Mortgage
Loans shall be allocated 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-20-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.
Β
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 LT-AA and REMIC
2
Regular Interest LT-ZZ up to an aggregate amount equal to the REMIC 2 Principal
Loss Allocation Amount, 98% and 2%, respectively.
Β
The
REMIC
2 SC Allocation Percentage of all Realized Losses on the Mortgage Loans shall
be
applied after all distributions have been made on each Distribution Date first,
so as to keep the Uncertificated Principal Balance of REMIC 2 Regular Interest
LT-SC and REMIC 2 Regular Interest LT-NSC equal to 0.01% of the Certificate
Principal Balance of the related Corresponding Certificates second, any
remaining Realized Losses shall be allocated to REMIC 2 Regular Interest
LT-XX.
Β
| SECTION 4.08.Β Β |
Swap
Account
|
Β
(a)Β Β On
the
Closing Date, there is hereby established a separate trust (the βSupplemental
Interest Trustβ), 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, βSwap 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-FXD1, Asset-Backed
Certificates, Series 2007-FXD1.β 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 Trustee, in its capacity as Supplemental Interest Trust Trustee, held
pursuant to this Agreement. Amounts therein shall be held
uninvested.
Β
(b)Β Β On
each
Distribution Date, prior to any distribution to any Certificate, the Trustee
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 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 Trustee 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 βSwap Administration Agreementβ), among Xxxxx Fargo Bank, N.A. in its
capacity as Supplemental Interest Trustee, Trustee 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 Class SWAP-IO Interest to the extent of the amount
distributable on such Class 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).
Β
(c)Β Β 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 Trustee 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 βoutside reserve fundβ within the meaning
of Treasury Regulation Section 1.860G-2(h).
Β
(d)Β Β 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.
Β
(e)Β Β The
Trustee 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 βClass IO
Distribution Amountβ). 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.
| SECTION 4.09.Β Β |
Tax
Treatment of Swap Payments and Swap Termination
Payments
|
Β
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 III-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 Trustee will account for payments to each Floating
Rate
Certificate as follows: each Floating Rate Certificate will be treated as
receiving their entire payment from REMIC 4 (regardless of any Swap Termination
Payment or obligation under the Swap Agreement) and subsequently paying their
portion of any Swap Termination Payment in respect of each such Classβ
obligation under the Swap Agreement. In the event that any such Class is
resecuritized in a REMIC, the obligation under the 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 Floating Rate Certificate. Resecuritization of any
Floating Rate 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 Floating Rate 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 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 Floating Rate
Certificate may exceed the actual amount of distributions on the Floating Rate
Certificate.
| SECTION 4.10.Β Β |
Swap
Collateral Account
|
Β
The
Trustee (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 βSwap Custodianβ). On or before the Closing Date, the
Swap Custodian shall establish a Swap Collateral Account (the βSwap Collateral
Accountβ). 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 βSwap Collateral Account, Xxxxx Fargo Bank, N.A., as Swap Custodian for
registered Certificateholders of Option One Mortgage Loan Trust 2007-FXD1,
Asset-Backed Certificates, Series 2007-FXD1.β
Β
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.
Β
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.
Β
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.
Β
| SECTION 4.11.Β Β |
Rights
and Obligations Under the Interest Rate Swap
Agreement.
|
Β
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 Trustee (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.
Β
In
the
event that the Swap Providerβs obligations are guaranteed by a third party under
a guaranty relating to the Interest Rate Swap Agreement (such guaranty the
βGuarantyβ and such third party the βGuarantorβ), 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 Trustee (in its capacity as Supplemental Interest Trust Trustee) shall,
promptly following actual notice of the Swap Providerβs 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 Trustee (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.
Β
Upon
an
early termination of the Interest Rate Swap Agreement other than in connection
with the optional termination of the Trust, the Trustee (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 Trustee (in its capacity as Supplemental
Interest Trust Trustee) receives a termination payment from the Swap Provider
in
connection with such early termination, the Trustee (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 Trustee
(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 Trustee (in its capacity as Supplemental Interest Trust
Trustee) will apply any upfront payment received from the successor swap
provider to pay such termination payment.
Β
If
the
Trustee (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 Trustee (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 Trustee (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).
Β
Upon
an
early termination of the Interest Rate Swap Agreement in connection with the
optional termination of the Trust, if the Trustee (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).
Β
Β
ARTICLE
V
Β
THE
CERTIFICATES
Β
| SECTION 5.01.Β Β |
The
Certificates.
|
Β
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 Trustee to or upon the order of the Depositor concurrently with the
sale
and assignment to the Trustee 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.
Β
The
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature on behalf of the Trustee 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 Trustee
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 Trustee 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.
Β
| SECTION 5.02.Β Β |
Registration
of Transfer and Exchange of
Certificates.
|
Β
(a)Β Β 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 Trustee shall initially serve as Certificate Registrar for the purpose
of
registering Certificates and transfers and exchanges of Certificates as herein
provided.
Β
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 Trustee 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.
Β
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
Trustee 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 Trustee or the Certificate Registrar)
be duly endorsed by, or be accompanied by a written instrument of transfer
satisfactory to the Trustee 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 holderβs 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 holderβs
respective Percentage Interest in the Class R-5 Interest, the Class R-6 Interest
and the Class R-7 Interest, respectively, in each case that was evidenced by
the
Class R-X Certificate being exchanged.
Β
(b)Β Β 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 Trustee
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 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 Trustee 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 Trustee
and its agents, employees, officers and directors as the absolute owner of
the
Certificates for all purposes whatsoever.
Β
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 Depositoryβs 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.
Β
(c)Β Β If
(i)(x)
the Depository or the Depositor advises the Trustee 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, the Certificate Owners of the Book-Entry Certificates representing
Percentage Interests of such Classes aggregating not less than 51% advise the
Trustee 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
βDefinitive Certificatesβ) 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 Trustee shall, at the
Depositorβs expense, in the case of (ii) above, or the Servicerβs expense, in
the case of (i) above, execute on behalf of the Trust and authenticate the
Definitive Certificates. Neither the Depositor nor 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 Certificate Registrar, the Servicer,
any Paying Agent and the Depositor shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.
Β
(d)Β Β No
transfer, sale, pledge or other disposition of any Class C, Class P or Residual
Certificate (the βPrivate Certificatesβ) shall be made unless such disposition
is exempt from the registration requirements of the Securities Act of 1933,
as
amended (the β1933 Actβ), 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 Trustee 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 Trustee, 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 Trustee,
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 Certificateholderβs prospective transferee upon which such
Opinion of Counsel is based, if any; or (II) the Trustee 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 Trustee
certifying to the Depositor and the Trustee the facts surrounding such transfer,
which investment letter shall not be an expense of the Trustee 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
Trustee 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.
Β
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 Trustee 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.
Β
(e)Β Β No
transfer of a Residual, Class C or Class P 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 βPlan Assetsβ of
a Plan within the meaning of the Department of Labor regulation promulgated
at
29 C.F.R. Β§ 2510.3-101 (βPlan Assetsβ), as certified by such transferee in the
form of Exhibit K or M, unless the Trustee is provided with an Opinion of
Counsel for the benefit of the Trust Fund, the Depositor, the Trustee and the
Servicer and on which they may rely, which shall be to the effect that the
purchase and holding of such Certificates is permissible under applicable law,
shall not constitute or result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code and shall not subject the Depositor, the
Servicer, 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 Servicer, the Certificate Insurer,
the NIMS Insurer, 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 an Opinion of Counsel nor any certification shall be
required 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 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 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 (in which case, the Depositor or any Affiliate thereof shall
have
deemed to have represented that it is not purchasing with Plan Assets) and
the
Trustee shall be entitled to conclusively rely upon a representation (which,
upon the request of the Trustee, shall be a written representation) from the
Depositor of the status of such transferee as an affiliate of the
Depositor.
Β
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 Offered 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
2002-41, as amended from time to time (the βExemptionβ) 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 (βPTCEβ) 95-60 (for transactions by
insurance company general accounts), PTCE 84-14 (for transactions by independent
βqualified professional asset managersβ), 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 βin-house asset
managersβ).
Β
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 Servicer, the
Trustee, the Certificate Insurer, the NIMS 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.
Β
No
transfer of any Class C Certificate shall be made unless the proposed transferee
of such Class C Certificate (1) provides to the Trustee
and the
Swap Provider,
the
appropriate tax certification forms that would eliminate any withholding or
deduction for taxes from amounts payable by the Swap Provider, pursuant to
the
Interest Rate Swap Agreement, to the Supplemental Interest Trust Trustee (i.e.,
IRS Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or
any
successor form thereto), together with any applicable attachments) and (2)
agrees to update such form (a) upon expiration of any such form, (b) as required
under then applicable U.S. Treasury regulations and (c) promptly upon learning
that such form has become obsolete or incorrect, each as a condition to such
transfer. 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 (i) each proposed transferee of such Class C Certificate
complies with the foregoing conditions, (ii) 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, if applicable, the appropriate tax certification form that
would
be required from the Supplemental Interest Trust, as applicable, to eliminate
any withholding or deduction for taxes from amounts payable by the Swap
Provider, pursuant to the Interest Rate Swap Agreement, to the Supplemental
Interest Trust Trustee (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX
or
W-8ECI, as applicable (or any successor form thereto), 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,
as
applicable, shall sign such certification form if so requested by a holder
of
the Class C Certificates.
Β
Upon
receipt of any tax certification form pursuant to the preceding conditions
from
a proposed transferee of any Class C Certificate, the Trustee shall forward
each
tax certification form attributable to the Interest Rate Swap Agreement to
the
Swap Provider, upon request of the Swap Provider, 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.
Β
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:
Β
(i)Β Β Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted Transferee.
Β
(ii)Β Β No
Person
shall acquire an Ownership Interest in a Residual Certificate unless such
Ownership Interest is a pro
rata
undivided interest.
Β
(iii)Β Β In
connection with any proposed transfer of any Ownership Interest in a Residual
Certificate, the Trustee 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:
Β
(A)Β 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
Β
(B)Β 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.
Β
(iv)Β Β 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 Trustee 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 Trustee received the
documents specified in clause (iii). The Trustee 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 Trustee
shall be distributed and delivered by the Trustee to the prior Holder of such
Residual Certificate that is a Permitted Transferee.
Β
(v)Β Β 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
Trustee 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 Trustee
to the previous Holder of such Residual Certificate that is a Permitted
Transferee, except that in the event that the Trustee 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 Trustee 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 Trustee 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.
Β
(vi)Β Β 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
Trustee 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.
Β
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 Trustee,
the Certificate Insurer and the NIMS Insurer, in form and substance satisfactory
to the Trustee, the Certificate Insurer and the NIMS 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.
Β
(f)Β Β 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.
Β
All
Certificates surrendered for registration of transfer or exchange shall be
canceled by the Certificate Registrar and disposed of pursuant to its standard
procedures.
Β
| SECTION 5.03.Β Β |
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
Β
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, the NIMS 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 Trustee or the Certificate
Registrar that such Certificate has been acquired by a bona fide purchaser,
the
Trustee 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 Trustee 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.
Β
| SECTION 5.04.Β Β |
Persons
Deemed Owners.
|
Β
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMS Insurer,
the Certificate Registrar, any Paying Agent and any agent of the Servicer,
the
Depositor, the Trustee, the Certificate Insurer, the NIMS 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
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 nor any agent of any of them
shall be affected by notice to the contrary.
Β
| SECTION 5.05.Β Β |
Appointment
of Paying Agent.
|
Β
(a)Β Β 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(a) 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 Trustee.
The Trustee may appoint a successor to act as Paying Agent, which appointment
shall be reasonably satisfactory to the Depositor, the Certificate Insurer
and
the NIMS Insurer.
Β
(b)Β Β The
Trustee shall cause the Paying Agent (if other than the Trustee) to execute
and
deliver to the Trustee an instrument in which such Paying Agent shall agree
with
the Trustee 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.
Β
ARTICLE
VI
Β
THE
SERVICER, THE DEPOSITOR AND THE CREDIT RISK MANAGER
Β
| SECTION 6.01.Β Β |
Liability
of the Servicer and the Depositor.
|
Β
The
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by 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.
Β
| SECTION 6.02.Β Β |
Merger
or Consolidation of, or Assumption of the Obligations of, the Servicer
or
the Depositor.
|
Β
Any
entity into which the Servicer or Depositor may be merged or consolidated,
or
any entity resulting from any merger, conversion or consolidation to which
the
Servicer or the Depositor shall be a party, or any corporation succeeding to
the
business of the Servicer or the Depositor, shall be the successor of the
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.
Β
| SECTION 6.03.Β Β |
Limitation
on Liability of the Servicer and
Others.
|
Β
Neither
the Servicer or the Depositor nor any of the directors or officers or employees
or agents of the 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 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 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 or the Depositor, as the case may be, or by reason of its reckless
disregard of its obligations and duties of the Servicer or the Depositor, as
the
case may be, hereunder; provided,
further,
that
this provision shall not be construed to entitle the Servicer to indemnity
in
the event that amounts advanced by the 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 pursuant to Section 8.05. The Servicer and any
director or officer or employee or agent of the Servicer may rely in good faith
on any document of any kind primaΒ facie
properly
executed and submitted by any Person respecting any matters arising hereunder.
The Servicer and the Depositor, and any director or officer or employee or
agent
of the 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 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 hereunder. In such event, unless the Depositor 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 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
Servicerβs right to indemnity or reimbursement pursuant to this Section shall
survive any resignation or termination of the 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
solely in its capacity as Servicer hereunder and in no other capacities. Without
limiting the foregoing, the 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.
Β
The
Servicer (except the Trustee if it is required to succeed the Servicer
hereunder) indemnifies and holds the Trustee, the Depositor, the Certificate
Insurer, the NIMS 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 Certificate Insurer, the NIMS Insurer and any
Certificateholder may sustain in any way related to the failure of the Servicer
to perform its duties and service the Mortgage Loans in compliance with the
terms of this Agreement. The Servicer shall immediately notify the Trustee,
the
Depositor, the Certificate Insurer, the NIMS 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 shall assume (with the consent of the Trustee)
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 Certificate Insurer, the NIMS Insurer and/or Certificateholder
in
respect of such claim. The provisions of this paragraph shall survive the
termination of this Agreement and the payment of the outstanding
Certificates.
Β
| SECTION 6.04.Β Β |
Servicer
Not to Resign.
|
Β
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
Trustee, the Certificate Insurer and the NIMS Insurer in writing and such
proposed successor servicer is reasonably acceptable to the Trustee, the
Certificate Insurer and the NIMS Insurer and (b) each Rating Agency shall have
delivered a letter to the Trustee, the Certificate Insurer and the NIMS 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 Trustee shall have assumed the
Servicerβs responsibilities and obligations hereunder or the Trustee shall have
designated, with the consent of Certificate Insurer and the NIMS 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. Any such determination permitting the resignation
of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion
of
Counsel to such effect delivered to the Trustee, the Certificate Insurer and
the
NIMS Insurer. Any such determination permitting the resignation of the Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Trustee, the Certificate Insurer and the NIMS Insurer.
Β
| SECTION 6.05.Β Β |
Delegation
of Duties.
|
Β
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 Trustee, the
Certificate Insurer and the NIMS Insurer with 60 days prior written notice
prior
to the delegation of any of its duties to any Person other than any of the
Servicerβs Affiliates or their respective successors and assigns.
Β
| SECTION 6.06.Β Β |
[Reserved].
|
Β
| SECTION 6.07.Β Β |
Inspection.
|
Β
The
Servicer, in its capacity as Originator and Servicer, shall afford the Trustee,
the Certificate Insurer and the NIMS 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 Certificate Insurer and the NIMS Insurer its most
recent publicly available financial statements and such other information
relating to its capacity to perform its obligations under this
Agreement.
Β
| SECTION 6.08.Β Β |
Credit
Risk Manager.
|
Β
For
and
on behalf of the Depositor, the Credit Risk Manager will provide reports and
recommendations concerning certain delinquent and defaulted Mortgage Loans,
and
as to the collection of any Prepayment Charges with respect to the Mortgage
Loans.Β 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 for
all
information and data (including loss and delinquency information and data)
relating to the servicing of the Mortgage Loans.Β 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.
Β
| SECTION 6.09.Β Β |
Limitation
Upon Liability of the Credit Risk
Manager.
|
Β
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
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 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 pursuant to the Credit Risk
Management Agreement in the performance of its duties thereunder and
hereunder.
Β
| SECTION 6.10.Β Β |
Removal
of the Credit Risk Manager.
|
Β
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, in the
exercise of its or their sole discretion. The Certificateholders shall provide
written notice of the Credit Risk Managerβs removal to the Trustee. Upon receipt
of such notice, the Trustee 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.
Β
ARTICLE
VII
Β
DEFAULT
Β
| SECTION 7.01.Β Β |
Servicer
Events of Termination.
|
Β
(a)Β Β If
any
one of the following events (βServicer Events of Terminationβ) shall occur and
be continuing:
Β
(i)Β Β (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 Trustee or to the Trustee by the Certificate Insurer, the NIMS
Insurer or any Holders of a Regular Certificate evidencing at least 25% of
the
Voting Rights; or
Β
(ii)Β Β 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 by the Trustee or to the Trustee by the
Certificate Insurer, the NIMS 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
Β
(iii)Β Β 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
Β
(iv)Β Β 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
Β
(v)Β Β A
Delinquency Servicer Termination Trigger has occurred and is continuing;
and
Β
(vi)Β Β A
Cumulative Loss Servicer Termination Trigger has occurred and is
continuing.
Β
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 Trustee shall give the Servicer 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 or the NIMS Insurer,
terminate all of the rights and obligations of the Servicer under this Agreement
and the Trustee, 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 Trustee shall, at the written direction of the Certificate
Insurer, the NIMS Insurer (with the consent 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 Trustee and (z) in
the
case of (v) and (vi) above, the Trustee shall, at the direction of the
Certificate Insurer or the NIMS Insurer (with the consent of the Certificate
Insurer), by notice then given in writing to the Servicer and to the Trustee,
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 and the Originator. On or after the receipt by
the
Servicer (and by the Trustee 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 Trustee pursuant
to and under this Section; and, without limitation, and the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Servicer,
as
attorney-in-fact or otherwise, any and all documents and other instruments,
and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer
and
endorsement of each Mortgage Loan and related documents or otherwise. The
Servicer agrees to cooperate with the Trustee (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 Trustee
of all documents and records requested by it to enable it to assume the
Servicerβs functions under this Agreement within ten Business Days subsequent to
such notice, the transfer within one Business Day subsequent to such notice
to
the Trustee (or the applicable successor Servicer) for the administration by
it
of all cash amounts that shall at the time be held by the Servicer and to be
deposited by it 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 attorneysβ 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
Trustee, 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.
Β
(b)Β 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 Trustee for the account of the Trustee 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.
Β
| SECTION 7.02.Β Β |
Trustee
to Act; Appointment of Successor.
|
Β
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 Trustee (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 Trustee, in
its
capacity as successor Servicer, immediately will assume all of the obligations
of the Servicer to make advances. Notwithstanding the foregoing, the Trustee,
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 90 days) before the transition of servicing
obligations is fully effective. As compensation therefor, the Trustee (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 Trustee is unwilling to act as
successor Servicer or (ii) if the Trustee is legally unable so to act, the
Certificate Insurer shall appoint a successor Servicer, and if the Certificate
Insurer does not, the Trustee 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 and the NIMS Insurer (such approval not to be unreasonably
withheld), as evidenced by the prior written consent of the Certificate Insurer
and the NIMS 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 Trustee is
prohibited by law from so acting, the Trustee 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
Trustee 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 Trustee, the Certificate Insurer or the
NIMS
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
such
Servicer of any of its representations or warranties contained herein or in
any
related document or agreement. The Trustee 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 Trustee (in which case
the
successor Servicer or the Trustee, as applicable, shall be entitled to
reimbursement therefor from the assets of the Trust).
(a)Β Β Any
successor to the Servicer, including the Trustee, 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.
Β
| SECTION 7.03.Β Β |
Waiver
of Defaults.
|
Β
The
Certificate Insurer or the Majority Certificateholders may, on behalf of all
Certificateholders and with the consent of the Certificate Insurer and the
NIMS
Insurer, waive any events permitting removal of the Servicer as 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 and the consent of the Certificate Insurer and the NIMS Insurer.
Upon any waiver of a past default, such default shall cease to exist and any
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
Trustee to the Rating Agencies, the Certificate Insurer and the NIMS
Insurer.
Β
| SECTION 7.04.Β Β |
Notification
to Certificateholders.
|
Β
(a)Β Β Upon
any
termination or appointment of a successor to the Servicer pursuant to this
Article VII or Section 6.04, the Trustee shall give prompt written notice
thereof to the Certificateholders at their respective addresses appearing in
the
Certificate Register, the Certificate Insurer, the NIMS Insurer and each Rating
Agency.
Β
(b)Β Β 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 for five Business Days after a Responsible Officer of the Trustee
becomes aware of the occurrence of such an event, the Trustee shall transmit
by
mail to all Certificateholders, the Credit Risk Manager, the Certificate Insurer
and to the NIMS Insurer notice of such occurrence unless such default or
Servicer Event of Termination shall have been waived or cured.
Β
| SECTION 7.05.Β Β |
Survivability
of Servicer Liabilities.
|
Β
Notwithstanding
anything herein to the contrary, upon termination of the Servicer hereunder,
any
liabilities of the Servicer which accrued prior to such termination shall
survive such termination.
Β
ARTICLE
VIII
Β
THE
TRUSTEE
Β
| SECTION 8.01.Β Β |
Duties
of Trustee.
|
Β
The
Trustee, prior to the occurrence of a Servicer Event of Termination and after
the curing of all Servicer Events 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 has occurred (which
has not been cured) of which a Responsible Officer has knowledge, the Trustee
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.
Β
The
Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee 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 the Trustee will not
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 shall take such action as it deems appropriate
to
have the instrument corrected, and if the instrument is not corrected to the
Trusteeβs satisfaction, the Trustee will provide notice thereof to the
Certificateholders, the Certificate Insurer and the NIMS Insurer.
Β
No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or
its
own misconduct; provided,
however,
that:
Β
(i)Β Β prior
to
the occurrence of a Servicer Event of Termination, and after the curing of
all
such Servicer Events of Termination which may have occurred, the duties and
obligations of the Trustee shall be determined solely by the express provisions
of this Agreement, the Trustee shall not be liable except for the performance
of
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 and, in the absence of bad faith on the part of the Trustee, the Trustee
may conclusively rely, as to the truth of the statements and the correctness
of
the opinions expressed therein, upon any certificates or opinions furnished
to
the Trustee and conforming to the requirements of this Agreement;
Β
(ii)Β Β the
Trustee shall not be personally liable for an error of judgment made in good
faith by a Responsible Officer of the Trustee, unless it shall be proved that
the Trustee was negligent in ascertaining or investigating the facts related
thereto;
Β
(iii)Β Β the
Trustee shall not 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, the NIMS Insurer or the Majority
Certificateholders relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising or omitting
to
exercise any trust or power conferred upon the Trustee, under this Agreement;
and
Β
(iv)Β Β the
Trustee shall not be charged with knowledge of any failure by the Servicer
to
comply with the obligations of the Servicer referred to in clauses (i) and
(ii)
of Section 7.01(a) unless a Responsible Officer of the Trustee at the Corporate
Trust Office obtains actual knowledge of such failure or the Trustee receives
written notice of such failure from the Servicer, the Certificate Insurer,
the
NIMS Insurer or the Majority Certificateholders.
Β
The
Trustee shall not be required to expend or risk its own funds or otherwise
incur
financial liability in the performance of any of its duties hereunder, or in
the
exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations
of
the Servicer under this Agreement, except during such time, if any, as the
Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Servicer in accordance with the terms of this
Agreement.
Β
| SECTION 8.02.Β Β |
Certain
Matters Affecting the Trustee.
|
Β
Except
as
otherwise provided in Section 8.01:
Β
(a)Β Β (i)
the
Trustee may request and rely upon, and shall be protected in acting or
refraining from acting upon, any resolution, Officersβ 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 may
prescribe;
Β
(ii)Β Β the
Trustee 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;
Β
(iii)Β Β the
Trustee shall be under no 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, the Certificate Insurer or the NIMS Insurer,
pursuant to the provisions of this Agreement, unless such Certificateholders,
the Certificate Insurer or the NIMS Insurer, as applicable, shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses
and
liabilities which may be incurred therein or thereby; the right of the Trustee
to perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and the Trustee shall not be answerable for other than
its
negligence or willful misconduct in the performance of any such
act;
Β
(iv)Β Β the
Trustee shall not 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;
Β
(v)Β Β prior
to
the occurrence of a Servicer Event of Termination and after the curing of all
Servicer Events of Termination which may have occurred, the Trustee shall not
be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or documents, unless
requested in writing to do so by the NIMS Insurer, the Certificate Insurer
or
the Majority Certificateholder; provided,
however,
that if
the payment within a reasonable time to the Trustee of the costs, expenses
or
liabilities likely to be incurred by it in the making of such investigation
is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such 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 or the NIMS Insurer (if requested
by
the Cerfiricate Insurer or the NIMS Insurer, respectively) or, if paid by the
Trustee, shall be reimbursed by the Servicer, the Certificate Insurer or the
NIMS Insurer (if requested by the Ceritificate Insurer or NIMS Insurer,
respectively) upon demand and, if not reimbursed by the Servicer, the
Certificate Insurer or the NIMS Insurer (if requested by the Certificate Insurer
or the NIMS Insurer, respectively), 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;
Β
(vi)Β Β the
Trustee shall not be accountable, shall have no liability and makes 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;
Β
(vii)Β Β the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys or a custodian;
and
Β
(viii)Β Β the
right
of the Trustee to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and the Trustee shall not be answerable for
other than its negligence or willful misconduct in the performance of such
act.
Β
(b)Β Β The
Depositor hereby directs the Trustee 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 Trustee to execute,
deliver and perform its obligation under the Swap Administration Agreement.
The
Seller, the Depositor, the 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 Trustee shall
apply
to the Supplemental Interest Trust Trusteeβs execution of the Interest Rate Swap
Agreement and the Swap Administration Agreement, and the performance of its
duties and satisfaction of its obligations thereunder.
Β
(c)Β Β The
Depositor shall deliver to the Trustee the Pool Policy on behalf of the Trust
fund.
Β
| SECTION 8.03.Β Β |
Trustee
Not Liable for Certificates or Mortgage
Loans.
|
Β
The
recitals contained herein and in the Certificates (other than the authentication
of the Trustee on the Certificates) shall be taken as the statements of the
Depositor, and the Trustee assumes no responsibility for the correctness of
the
same. The Trustee makes no representations as to the validity or sufficiency
of
this Agreement or of the Certificates (other than the signature and
authentication of the Trustee on the Certificates) or of any Mortgage Loan
or
related document. The Trustee shall not 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 by the Servicer. The Trustee 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 Trustee 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 Trustee 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 Trusteeβs 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
Trustee 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 Trustee 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
Trustee shall assume the duties of the Servicer pursuant to Section 7.02),
or
any Sub-Servicer taken in the name of the Trustee; the failure of the Servicer
or any Sub-Servicer to act or perform any duties required of it as agent of
the
Trustee hereunder; or any action by the Trustee taken at the instruction of
the
Servicer (other than if the Trustee 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, including, without limitation, the Trusteeβs duty
to review the Mortgage Files pursuant to Section 2.01. The Trustee shall have
no
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).
Β
| SECTION 8.04.Β Β |
Trustee
May Own Certificates.
|
Β
The
Trustee 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
and
may transact any banking and trust business with the Originator, the Servicer,
the Depositor or their Affiliates.
Β
| SECTION 8.05.Β Β |
Trustee
Fee and Expenses.
|
Β
(a)Β Β The
Trustee shall withdraw from the Distribution Account on each Distribution Date
and pay to itself the Trustee Fee. The Trustee shall be reimbursed from the
Trust Fund for all reasonable expenses, disbursements and advances incurred
or
made by the Trustee in accordance with any of the provisions of this Agreement
(not including expenses, disbursements and advances incurred or made by the
Trustee including the compensation and the expenses and disbursements of its
agents and counsel, in the ordinary course of the Trusteeβs performance in
accordance with the provisions of this Agreement) up to a limit of $25,000
per
calendar year except any such expense, disbursement or advance as may arise
from
its negligence or bad faith or which is the responsibility of Certificateholders
or the Trustee hereunder. In addition, the Trustee and its officers, directors,
employees and agents shall be entitled to be indemnified for, and held harmless
by the Trust Fund against, any and all losses, liabilities, damages, claims
or
expenses incurred in connection with any legal action relating to this Agreement
or the Certificates up to a limit of $600,000 per calendar year, other than
(i)
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence of the Trustee in the performance of its duties hereunder
or
by reason of the Trusteeβs reckless disregard of obligations and duties
hereunder or (ii) resulting from a breach of the Servicerβs obligations and
duties under this Agreement and the Mortgage Loans (for which the Servicer
shall
indemnify pursuant to Section 8.05(b)). Notwithstanding anything herein to
the
contrary, the Trustee shall be reimbursed from the Trust Fund for all Servicing
Transfer Costs not paid by the Servicer pursuant to Section 7.02(a) and any
expenses related to βhigh cost home loansβ without regard to any annual
limitations. This section shall survive termination of this Agreement or the
resignation or removal of any Trustee hereunder.
Β
(b)Β Β The
Servicer agrees to indemnify the Trustee from, and hold it harmless against,
any
loss, liability or expense resulting from a breach of the Servicerβs obligations
and duties under this Agreement. Such indemnity shall survive the termination
or
discharge of this Agreement and the resignation or removal of the Trustee.
Any
payment hereunder made by the Servicer to the Trustee shall be from the
Servicerβs own funds, without reimbursement from the Trust Fund therefor.
Β
(c)Β Β Any
amounts payable to the Trustee, or any director, officer, employee or agent
of
the Trustee 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, or any director, officer, employee or agent of the Trustee, may have
hereunder in its capacity as such, may be withdrawn by the Trustee from the
Distribution Account at any time.
Β
(d)Β Β The
limitations on the indemnification provided to the Trustee set forth in Section
8.05(a) above shall remain in effect for so long as any series of notes issued
pursuant to one or more Indentures, as set forth in Section 1.04 remain
outstanding.
Β
| SECTION 8.06.Β Β |
Eligibility
Requirements for Trustee.
|
Β
The
Trustee 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 βA-β and a short-term debt rating of at least βA-1β by S&P, if rated
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
office of the Trustee (other than the initial Trustee) shall be in a state
with
respect to which an Opinion of Counsel has been delivered to such Trustee,
the
Certificate Insurer and the NIMS Insurer at the time such Trustee is appointed
Trustee 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 shall cease to be eligible in
accordance with the provisions of this Section 8.06, the Trustee shall resign
immediately in the manner and with the effect specified in Section
8.07.
Β
| SECTION 8.07.Β Β |
Resignation
or Removal of Trustee.
|
Β
The
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Certificate Insurer, the NIMS Insurer,
the Depositor, the Servicer and each Rating Agency. Upon receiving such notice
of resignation, the Depositor shall promptly appoint a successor Trustee
acceptable to the Certificate Insurer, the NIMS Insurer by written instrument,
in duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. If no successor Trustee shall
have been so appointed and having accepted appointment within 30 days after
the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor
Trustee.
Β
If
at any
time the Trustee 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, the Certificate Insurer or the NIMS Insurer or if at any time the
Trustee shall be legally unable to act, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor, the Servicer, the Certificate Insurer or the
NIMS Insurer may remove the Trustee. If the Depositor, the Servicer, the
Certificate Insurer or the NIMS Insurer removes the Trustee under the authority
of the immediately preceding sentence, the Depositor, with the consent of the
Certificate Insurer, the NIMS Insurer, shall promptly appoint a successor
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor
trustee.
Β
The
Majority Certificateholders (or the Certificate Insurer, so long as no
Certificate Insurer Default exists or the NIMS Insurer upon the failure of
the
Trustee to perform its obligations hereunder) may at any time remove the Trustee
by written instrument or instruments delivered to the Servicer, the Depositor
and the Trustee; the Depositor shall thereupon use its best efforts to appoint
a
successor trustee acceptable to the Certificate Insurer and the NIMS Insurer
in
accordance with this Section.
Β
Any
resignation or removal of the Trustee and appointment of a successor Trustee
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.
Β
Any
Person appointed as successor trustee pursuant to this Agreement shall also
be
required to serve as successor supplemental interest trust trustee under the
Interest Rate Swap Agreement.
Β
| SECTION 8.08.Β Β |
Successor
Trustee.
|
Β
Any
successor Trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Certificate Insurer, the NIMS Insurer, the
Depositor, the Servicer and to its predecessor Trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective, and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as Trustee. The Depositor, the Servicer and the
predecessor Trustee 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 all such rights, powers, duties and
obligations.
Β
No
successor Trustee shall accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor Trustee shall be eligible
under the provisions of Section 8.06 and the appointment of such successor
Trustee shall not result in a downgrading of the Regular Certificates by either
Rating Agency, as evidenced by a letter from each Rating Agency.
Β
Upon
acceptance of appointment by a successor Trustee as provided in this Section
8.08, the successor Trustee shall mail notice of the appointment of a successor
Trustee hereunder to all Holders of Certificates at their addresses as shown
in
the Certificate Register and to each Rating Agency.
Β
| SECTION 8.09.Β Β |
Β Merger
or Consolidation of Trustee.
|
Β
Any
entity into which the Trustee 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 shall be a party, or any entity succeeding
to
the business of the Trustee, shall be the successor of the Trustee hereunder,
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.
Β
| SECTION 8.10.Β Β |
Appointment
of Co-Trustee or Separate Trustee.
|
Β
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, the
Certificate Insurer and the NIMS 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 co-trustee or separate trustee
shall be subject to the written approval of the Servicer, the Certificate
Insurer and the NIMS Insurer. If the Servicer, the Certificate Insurer and
the
NIMS 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.
Β
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
Β
(i)Β Β 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 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;
Β
(ii)Β Β no
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
Β
(iii)Β Β the
Servicer and the Trustee, acting jointly and with the consent of the Certificate
Insurer, the NIMS 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.
Β
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, the Certificate Insurer and the NIMS
Insurer.
Β
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.
Β
| SECTION 8.11.Β Β |
Limitation
of Liability.
|
Β
The
Certificates are executed by the Trustee, not in its individual capacity but
solely as Trustee 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 Trustee in the Certificates is made and
intended not as a personal undertaking or agreement by the Trustee but is made
and intended for the purpose of binding only the Trust.
Β
| SECTION 8.12.Β Β |
Trustee
May Enforce Claims Without Possession of
Certificates.
|
Β
(a)Β Β 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.
Β
(b)Β Β The
Trustee shall afford the Seller, the Originator, the Depositor, the Servicer,
the Certificate Insurer, the NIMS Insurer and each Certificate Owner upon
reasonable 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, the NIMS Insurer
and any requesting Certificate Owner with its most recent financial statements.
The Trustee shall cooperate fully with the Seller, the Originator, the Servicer,
the Certificate Insurer, the Depositor and such Certificate Owner and shall
make
available to the Seller, the Originator, the Servicer, the Depositor, the
Certificate Insurer, the NIMS Insurer and such Certificate Owner for review
and
copying such books, documents or records as may be requested with respect to
the
Trusteeβs 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.
Β
| SECTION 8.13.Β Β |
Suits
for Enforcement.
|
Β
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, the Certificate Insurer or the NIMS Insurer,
or
may, proceed to protect and enforce its rights and the rights of the
Certificateholders, the Certificate Insurer or the NIMS 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, the NIMS Insurer and the Certificateholders.
Β
| SECTION 8.14.Β Β |
Waiver
of Bond Requirement.
|
Β
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.
Β
| SECTION 8.15.Β Β |
Waiver
of Inventory, Accounting and Appraisal
Requirement.
|
Β
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.
Β
ARTICLE
IX
Β
REMIC
ADMINISTRATION
Β
Β
| SECTION 9.01.Β Β |
REMIC
Administration.
|
Β
(a)Β Β REMIC
elections as set forth in the Preliminary Statement shall be made by the Trustee
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.
Β
(b)Β Β The
Closing Date is hereby designated as the βStartup Dayβ of each REMIC within the
meaning of section 860G(a)(9) of the Code.
Β
(c)Β Β The
Servicer 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
Servicer in fulfilling its duties hereunder. The Servicer shall be entitled
to
reimbursement of expenses to the extent provided in clause (i) above from the
Collection Account.
Β
(d)Β Β The
Trustee shall prepare, sign and file, all of the REMICsβ 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 Trustee. The Trustee 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.
Β
(e)Β Β The
Holder of the Residual Certificate at any time holding the largest Percentage
Interest thereof shall be the βtax matters personβ as defined in the REMIC
Provisions (the βTax Matters Personβ) with respect to the related REMIC and
shall act as Tax Matters Person for each REMIC. The Trustee, 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
Trustee, 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
Trustee, 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.
Β
(f)Β Β The
Trustee, the Servicer and the Holders of Certificates shall take any action
or
cause the 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. Neither the Trustee, the Servicer
nor 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 βAdverse REMIC Eventβ) unless the Trustee, the NIMS
Insurer 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 NIMS Insurer 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 NIMS Insurer or the Servicer has
advised it in writing that an Adverse REMIC Event could occur.
Β
(g)Β Β 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 Trustee 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
or
any other state for state tax purposes by virtue of the location of the Servicer
or any subservicer, 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.
Β
(h)Β Β The
Trustee, 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.
Β
(i)Β Β 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.
Β
(j)Β Β Neither
the Trustee nor the Servicer shall enter into any arrangement by which any
REMIC
created hereunder will receive a fee or other compensation for
services.
Β
(k)Β Β On
or
before April 15 of each calendar year beginning in 2008, the Servicer shall
deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officersβ
Certificate stating the Servicerβs compliance with the provisions of this
Section 9.01.
Β
(l)Β Β The
Trustee 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.
Β
| SECTION 9.02.Β Β |
Prohibited
Transactions and Activities.
|
Β
Neither
the Depositor, the Servicer nor 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 and the NIMS Insurer have 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.
Β
| SECTION 9.03.Β Β |
Indemnification
with Respect to Certain Taxes and Loss of REMIC
Status.
|
Β
(a)Β Β 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 NIMS Insurer, the Trustee and the
Trust
Fund against any and all losses, claims, damages, liabilities or expenses
(βLossesβ) 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 Trustee, 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).
Β
(b)Β Β 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 Trustee of its duties and obligations set forth herein,
the
Trustee shall indemnify the NIMS Insurer and the Trust Fund against any and
all
Losses resulting from such negligence; provided,
however,
that
the Trustee 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
Trustee 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 Trustee 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 Trustee 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).
Β
ARTICLE
X
Β
TERMINATION
Β
| SECTION 10.01.Β Β |
Termination.
|
Β
(a)Β Β The
respective obligations and responsibilities of the Servicer, the Depositor
and
the Trustee created hereby (other than the obligation of the Trustee 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 Trustee 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, the Certificate Insurer or the NIMS Insurer of the
Mortgage Loans as described below. Notwithstanding the foregoing, in no event
shall the trust created hereby continue beyond the earlier of (a) January 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. Jamesβs, living on the date hereof.
Β
The
Servicer or if the Servicer fails to exercise such option, the Certificate
Insurer (or if the Servicer and the Certificate Insurer elect not to exercise
such option, the NIMS Insurer) may, at its option (the party exercising such
right the βTerminatorβ), 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 Balances 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 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
Terminatior, the NIMS 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 Trustee, 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 βTermination Priceβ);
provided, however, such option may only be exercised if (i) 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 any amounts owed to the NIMS Insurer at the time the option is exercised,
and (ii) the fair market value of the Mortgage Loans and REO Properties
determined as provided above is at least 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. 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, the Certificate Insurer or the NIMS 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 Servicerβs exercise or the NIMs Insurerβs excerise of the Optional
Termination would result in a draw on the Policy or any amounts will remain
unpaid to the Certificate Insurer, the Servicer or the NIMs Insurer, as
applicable, will be required to obtain the consent of the Certificate
Insurer.
Β
In
connection with any such purchase pursuant to the preceding paragraph, the
Servicer, the Certificate Insurer or the NIMS 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.
Β
Any
such
purchase shall be accomplished by deposit into the Distribution Account on
the
Determination Date before such Distribution Date of the Termination
Price.
Β
(b)Β Β In
connection with any termination pursuant to this Section 10.01(b):
Β
(i)Β Β 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 Swap Provider and the Trustee of the final
Distribution Date on which the Terminator intends to terminate the Trust
Fund;
Β
(ii)Β Β 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) both the Terminator and the Trustee of the amount of the
Estimated Swap Termination Payment; and
Β
(iii)Β Β 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 Trustee and the Trustee 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 Trustee 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 Trustee
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 βOptional Termination Noticeβ). Upon the delivery
of the Optional Termination Notice by the Trustee 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 Trustee 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).
Β
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 Trustee 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 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.
Β
(c)Β Β 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 Trustee for payment of the final
distribution and cancellation, shall be given promptly by the Trustee upon
the
Trustee receiving notice of such date from the Servicer, the Certificate Insurer
or the NIMS Insurer, by letter to the Certificateholders, the Swap Provider,
the
Certificate Insurer and the NIMS 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 Trustee 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 Trustee therein
specified.
Β
(d)Β Β Upon
presentation and surrender of the Certificates, the Trustee 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.
Β
(e)Β Β In
the
event that all Certificateholders shall not surrender their Certificates for
final payment and cancellation on or before such final Distribution Date, the
Trustee 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 Servicer (if the Servicer has exercised its right
to
purchase the Mortgage Loans), the Certificate
Insurer
(if the
Certificate Insurer has exercised its right to purchase the Mortgage Loans),
the
NIMS Insurer (if the NIMS Insurer has exercised its right to purchase the
Mortgage Loans) or the Trustee (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
Trustee 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.
Β
| SECTION 10.02.Β Β |
Additional
Termination Requirements.
|
Β
(a)Β Β In
the
event that the Servicer, the Certificate Insurer or the NIMS Insurer exercises
its purchase option as provided in Section 10.01, each REMIC shall be terminated
in accordance with the following additional requirements, unless the Trustee
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 βprohibited transactionsβ 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:
Β
(i)Β Β Within
90
days prior to the final Distribution Date, the Servicer, the Certificate Insurer
or the NIMS Insurer shall adopt and the Trustee shall sign a plan of complete
liquidation of each REMIC created hereunder meeting the requirements of a
βQualified Liquidationβ under Section 860F of the Code and any regulations
thereunder; and
Β
(ii)Β Β At
or
after the time of adoption of such a plan of complete liquidation and at or
prior to the final Distribution Date, the Trustee shall sell all of the assets
of the Trust Fund to the Servicer, the Certificate Insurer or the NIMS Insurer,
as applicable, for cash pursuant to the terms of the plan of complete
liquidation.
Β
(b)Β Β By
their
acceptance of Certificates, the Holders thereof hereby agree to appoint the
Trustee as their attorney in fact to: (i) adopt such a plan of complete
liquidation (and the Certificateholders hereby appoint the Trustee 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.
Β
ARTICLE
XI
Β
MISCELLANEOUS
PROVISIONS
Β
| SECTION 11.01.Β Β |
Amendment.
|
Β
This
Agreement may be amended from time to time by the Depositor, the Servicer and
the Trustee with the consent of the Certificate Insurer and the NIMS 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 Trustee or (b) written
notice to the Depositor, the Servicer 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, 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.
Β
This
Agreement may also be amended from time to time by the Depositor, the Servicer
and the Trustee with the consent of the Certificate Insurer, the NIMS 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 (as evidenced by either
(a) an Opinion of Counsel delivered to the Trustee or (b) written notice to
the
Depositor, the Servicer 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)
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.
Β
Notwithstanding
any provision of this Agreement to the contrary, the Trustee 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 and the NIMS 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.
Β
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.
Β
Promptly
after the execution of any such amendment the Trustee 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), 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, the NIMS Insurer and each Rating Agency.
Β
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 Trustee may prescribe.
Β
The
Trustee may, but shall not 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.
Β
| SECTION 11.02.Β Β |
Recordation
of Agreement; Counterparts.
|
Β
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.
Β
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.
Β
| SECTION 11.03.Β Β |
Limitation
on Rights of Certificateholders.
|
Β
The
death
or incapacity of any Certificateholder shall not (i) operate to terminate this
Agreement or the Trust, (ii) entitle such Certificateholderβs 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.
Β
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.
Β
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.
Β
| SECTION 11.04.Β Β |
Governing
Law; Jurisdiction.
|
Β
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.
Β
| SECTION 11.05.Β Β |
Notices.
|
Β
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 XβXxxxx, or such other
address or telecopy number as may hereafter be furnished to the Depositor,
the
Certificate Insurer, the NIMS Insurer and the Trustee in writing by the
Servicer, (b) in the case of the Trustee, Xxxxx Fargo Bank, N.A., X.X. Xxx
00,
Xxxxxxxx, Xxxxxxxx 00000, Attention: Client ManagerβOption One 2007-FXD1, with a
copy to Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx
00000-0000, Attention: Option One Mortgage Loan Trust Series 2007-FXD1, or
such
other address or telecopy number as may hereafter be furnished to the Depositor,
the Certificate Insurer, the NIMS 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 NIMS Insurer, the
Servicer, and the Trustee in writing by the Credit Risk Manager and (d) in
the
case of the Depositor, Option One Mortgage Acceptance Corporation, 3 Xxx,
Xxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxx XβXxxxx, or such other address or
telecopy number as may be furnished to the Servicer, the Certificate Insurer,
the NIMS Insurer and the Trustee in writing by the Depositor, (e) in the case
of
the Certificate Insurer, Ambac Assurance Corporation, Xxx Xxxxx Xxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: General Counsel, 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 (f) in the case of the
NIMS Insurer, such address furnished to the Depositor, the Servicer, the
Certificate Insurer, the Trustee and the Guarantor in writing by the NIMS
Insurer, or such other address or telecopy number as may hereafter be furnished
to the Depositor, the Servicer and the Trustee in writing by the NIMS Insurer.
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.
Β
| SECTION 11.06.Β Β |
Severability
of Provisions.
|
Β
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.
Β
| SECTION 11.07.Β Β |
Article
and Section References.
|
Β
All
article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
Β
| SECTION 11.08.Β Β |
Notice
to the Rating Agencies, the Certificate Insurer and the NIMS
Insurer.
|
Β
(a)Β Β Each
of
the Trustee and the Servicer shall be obligated to use its best reasonable
efforts promptly to provide notice to the Rating Agencies, the Certificate
Insurer and the NIMS Insurer with respect to each of the following of which
a
Responsible Officer of the Trustee or Servicer, as the case may be, has actual
knowledge:
Β
(i)Β Β any
material change or amendment to this Agreement;
Β
(ii)Β Β the
occurrence of any Servicer Event of Termination that has not been cured or
waived;
Β
(iii)Β Β the
resignation or termination of the Servicer or the Trustee;
Β
(iv)Β Β the
final
payment to Holders of the Certificates of any Class;
Β
(v)Β Β any
change in the location of any Account; and
Β
(vi)Β Β if
the
Trustee is acting as successor Servicer pursuant to Section 7.02 hereof, any
event that would result in the inability of the Trustee to make
Advances.
Β
(b)Β Β In
addition, the Trustee 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:
Β
(i)Β Β each
annual statement as to compliance described in Section 3.20 hereof;
Β
(ii)Β Β each
annual independent public accountantsβ servicing report described in Section
3.21 hereof; and
Β
(iii)Β Β each
notice delivered pursuant to Section 7.01(a) hereof which relates to the fact
that the Servicer has not made an Advance.
Β
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 Xxxxxβx Investors Service,
Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: MBS Monitoring/Option
One
Mortgage Loan Trust 2007-FXD1, Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000 and Standard & Poorβs Ratings Services, Inc., 00 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Β
| SECTION 11.09.Β Β |
Further
Assurances.
|
Β
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
attorneysβ fees) to be incurred in connection therewith.
Β
| SECTION 11.10.Β Β |
Third
Party Rights.
|
Β
The
NIMS
Insurer and the Certificate Insurer shall each 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
otherΒ express
rightsΒ 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.Β Β |
Benefits
of Agreement.
|
Β
Nothing
in this Agreement or in the Certificates, expressed or implied, shall give
to
any Person, other than the Certificateholders, the Certificate Insurer, the
NIMS
Insurer and the parties hereto and their successors hereunder, any benefit
or
any legal or equitable right, remedy or claim under this Agreement.
Β
| SECTION 11.12.Β Β |
Acts
of Certificateholders.
|
Β
(a)Β Β 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 βactβ 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.
Β
(b)Β Β 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.
Β
(c)Β Β 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.
Β
| SECTION 11.13.Β Β |
No
Petition.
|
Β
The
Depositor, Servicer 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.Β Β |
Intention
of the Parties and Interpretation.
|
Β
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
theΒ Depositor with the provisions of Regulation AB promulgated by the C
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 partiesβ
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 partiesβ obligations as are necessary to accommodate evolving
interpretations of the provisions of Regulation AB.
Β
IN
WITNESS WHEREOF, the Depositor, the Servicer 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.
Β
|
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION,
as
Depositor
|
|
| Β | Β |
|
By:
|
/s/
Xxxxxxx X. Xxxxxx
|
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
Title:
|
Assistant
Secretary
|
| Β | |
| Β | |
|
OPTION
ONE MORTGAGE CORPORATION,
as
Servicer
|
|
| Β | Β |
|
By:
|
/s/
Xxxxxxx X. Xxxxxx
|
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
Title:
|
Assistant
Secretary
|
| Β | |
| Β | |
|
XXXXX
FARGO BANK, N.A.,
as
Trustee
|
|
| Β | Β |
|
By:
|
/s/
Xxxxxx X. Xxxxxx
|
|
Name:
|
Xxxxxx
X. Xxxxxx
|
|
Title:
|
Assistant
Vice President
|
Β
For
purposes of Sections 6.08, 6.09 and 6.10:
OFFICETIGER
GLOBAL REAL ESTATE SERVICES INC.
Β
|
Β
By:
|
/s/
Xxx X. Xxxxx
|
|
Name:
|
Xxx
X. Xxxxx
|
|
Title:
|
President
|
|
)
|
Β | |
| Β |
)
|
ss.:
|
|
COUNTY
OF ORANGE
|
)
|
Β |
Β
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.
Β
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Β
| Β | Β |
| Β |
Notary
Public
|
Β
|
STATE
OF CALIFORNIA
|
)
|
Β |
| Β |
)
|
ss.:
|
|
COUNTY
OF ORANGE
|
)
|
Β |
Β
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.
Β
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Β
| Β | Β |
| Β |
Notary
Public
|
|
STATE
OF MARYLAND
|
)
|
Β |
| Β |
)
|
ss.:
|
|
COUNTY
OF BALTIMORE
|
)
|
Β |
Β
On
the
______ day of ________________ before me, a notary public in and for said State,
personally appeared __________________, known to me to be a 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
corporation executed the within instrument.
Β
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Β
| Β | Β |
| Β |
Notary
Public
|
Β
Β
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 (βDTCβ), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR 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.
Β
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(e)
OF THE
AGREEMENT.
Β
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A βREGULAR INTERESTβ
IN A βREAL ESTATE MORTGAGE INVESTMENT CONDUIT,β AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE βCODEβ).
|
Certificate
No.
|
:
|
1
|
| Β | Β | Β |
|
Cut-off
Date
|
:
|
January
1, 2007
|
| Β | Β | Β |
|
First
Distribution Date
|
:
|
February
26, 2007
|
| Β | Β | Β |
|
Initial
Certificate Principal Balance of this Certificate
(βDenominationβ)
|
:
|
$273,043,000.00
|
| Β | Β | Β |
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$273,043,000.00
|
| Β | Β | Β |
|
Percentage
Interest
|
:
|
100.00%
|
| Β | Β | Β |
|
Pass-Through
Rate
|
:
|
5.866%
per annum
|
| Β | Β | Β |
|
CUSIP
|
:
|
68402V
AA 0
|
| Β | Β | Β |
|
Class
|
:
|
I-A-1
|
| Β | Β | Β |
|
Assumed
Maturity Date
|
:
|
January
2037
|
Asset-Backed
Certificates,
Series
2007-FXD1
Class
I-A-1
Β
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the βMortgage
Loansβ)
Β
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Β
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, or the Trustee referred to below or any of their
respective affiliates.
Β
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 βDepositorβ). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of January 1, 2007 (the βAgreementβ) among the
Depositor, Option One Mortgage Corporation, as servicer (the βServicerβ), and
Xxxxx Fargo Bank, N.A., a national banking association, as trustee (the
βTrusteeβ). 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.
Β
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(e) of the
Agreement.
Β
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.
Β
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 Trustee.
Β
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Β
Dated:
January __, 2007
Β
| Β | Β | Β | Β | Β | Β | |||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β |
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β |
By:
|
Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β |
|
By:
|
Β | Β | |||||
| Β |
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trustee
|
Β | |||||
[Reverse
of Class I-A-1 Certificate]
Β
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Β
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed Certificates, Series
2007-FXD1 (herein collectively called the βCertificatesβ), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
Β
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 Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
Β
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 Trustee.
Β
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 βDistribution Dateβ), 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.
Β
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.
Β
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the Certificate
Insurer, the NIMs Insurer, if any 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,
the
NIMs Insurer, if any.
Β
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holderβs 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.
Β
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.
Β
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
Β
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, 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
Certificate Insurer, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
Β
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 Trustee 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 January
2037.
Β
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.
Β
ASSIGNMENT
Β
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
| Β | Β | Β |
| Β | Β | Β |
(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.
Β
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
| Β | Β | Β |
| Β | Β | Β |
Β
Dated:_________________
Β
| Β | Β |
| Β |
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
Β
The
assignee should include the following for purposes of distribution:
Β
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
Β |
,
|
|||
|
for
the account of
|
Β |
,
|
|||
|
account
number___________, or, if mailed by check, to
|
Β |
,
|
|||
|
Applicable
statements should be mailed to
|
Β |
,
|
|||
| Β |
.
|
||||
|
This
information is provided by
|
Β |
,
|
||
|
the
assignee named above, or
|
Β |
,
|
||
|
as
its agent.
|
Β | Β | ||
Β
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 (βDTCβ), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR 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.
Β
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(e)
OF THE
AGREEMENT.
Β
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A βREGULAR INTERESTβ
IN A βREAL ESTATE MORTGAGE INVESTMENT CONDUIT,β AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE βCODEβ).
|
Certificate
No.
|
:
|
1
|
| Β | Β | Β |
|
Cut-off
Date
|
:
|
January
1, 2007
|
| Β | Β | Β |
|
First
Distribution Date
|
:
|
February
26, 2007
|
| Β | Β | Β |
|
Initial
Certificate Principal Balance of this Certificate
(βDenominationβ)
|
:
|
$272,242,000.00
|
| Β | Β | Β |
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$272,242,000.00
|
| Β | Β | Β |
|
Percentage
Interest
|
:
|
100.00%
|
| Β | Β | Β |
|
Pass-Through
Rate
|
:
|
5.866%
per annum
|
| Β | Β | Β |
|
CUSIP
|
:
|
68402V
AB 8
|
| Β | Β | Β |
|
Class
|
:
|
II-A-1
|
| Β | Β | Β |
|
Assumed
Maturity Date
|
:
|
January
2037
|
Option
One Mortgage Loan Trust 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Class
II-A-1
Β
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the βMortgage
Loansβ)
Β
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Β
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, or the Trustee referred to below or any of their
respective affiliates.
Β
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 βDepositorβ). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of January 1, 2007 (the βAgreementβ)
among the Depositor, Option One Mortgage Corporation, as servicer (the
βServicerβ), and Xxxxx Fargo Bank, N. A., a national banking association, as
trustee (the βTrusteeβ). 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.
Β
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(e) of the
Agreement.
Β
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.
Β
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 Trustee.
Β
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Β
Dated:
January __, 2007
Β
| Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β |
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β |
By:
|
Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β |
|
By:
|
Β | Β | |||||
| Β |
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trustee
|
Β | |||||
[Reverse
of Class II-A-1 Certificate]
Β
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Β
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed Certificates, Series
2007-FXD1 (herein collectively called the βCertificatesβ), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
Β
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 Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
Β
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 Trustee.
Β
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 βDistribution Dateβ), 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.
Β
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.
Β
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the Certificate
Insurer, the NIMs Insurer, if any 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,
the
NIMs Insurer, if any.
Β
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holderβs 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.
Β
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.
Β
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
Β
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, 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
Certificate Insurer, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
Β
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 Trustee 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 January
2037.
Β
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.
Β
ASSIGNMENT
Β
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
| Β | Β | Β |
| Β | Β | Β |
(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.
Β
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
| Β | Β | Β |
| Β | Β | Β |
Β
Dated:_________________
Β
| Β | Β |
| Β |
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
Β
The
assignee should include the following for purposes of distribution:
Β
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
Β |
,
|
|||
|
for
the account of
|
Β |
,
|
|||
|
account
number___________, or, if mailed by check, to
|
Β |
,
|
|||
|
Applicable
statements should be mailed to
|
Β |
,
|
|||
| Β |
.
|
||||
|
This
information is provided by
|
Β |
,
|
||
|
the
assignee named above, or
|
Β |
,
|
||
|
as
its agent.
|
Β | Β | ||
Β
EXHIBIT
A-3
FORM
OF
CLASS III-A-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (βDTCβ), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR 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.
Β
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(e)
OF THE
AGREEMENT.
Β
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A βREGULAR INTERESTβ
IN A βREAL ESTATE MORTGAGE INVESTMENT CONDUIT,β AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE βCODEβ).
|
Certificate
No.
|
:
|
1
|
| Β | Β | Β |
|
Cut-off
Date
|
:
|
January
1, 2007
|
| Β | Β | Β |
|
First
Distribution Date
|
:
|
February
26, 2007
|
| Β | Β | Β |
|
Initial
Certificate Principal Balance of this Certificate
(βDenominationβ)
|
:
|
$87,696,000.00
|
| Β | Β | Β |
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$87,696,000.00
|
| Β | Β | Β |
|
Percentage
Interest
|
:
|
100.00%
|
| Β | Β | Β |
|
Pass-Through
Rate
|
:
|
Variable
|
| Β | Β | Β |
|
CUSIP
|
:
|
68402V
AC 6
|
| Β | Β | Β |
|
Class
|
:
|
III-A-1
|
| Β | Β | Β |
|
Assumed
Maturity Date
|
:
|
January
2037
|
Option
One Mortgage Loan Trust 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Class
III-A-1
Β
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the βMortgage
Loansβ)
Β
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Β
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class III-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, or the Trustee referred to below or any of their
respective affiliates.
Β
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class III-A-1 Certificate (obtained by dividing the
Denomination of this Class III-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 βDepositorβ). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of January 1, 2007 (the βAgreementβ)
among the Depositor, Option One Mortgage Corporation, as servicer (the
βServicerβ), and Xxxxx Fargo Bank, N. A., a national banking association, as
trustee (the βTrusteeβ). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Class III-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
III-A-1
Certificate by virtue of the acceptance hereof assents and by which such
Holder
is bound.
Β
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(e) of the
Agreement.
Β
Reference
is hereby made to the further provisions of this Class III-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.
Β
This
Class III-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 Trustee.
Β
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Β
Dated:
January __, 2007
Β
| Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β |
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β |
By:
|
Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β |
|
By:
|
Β | Β | |||||
| Β |
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trustee
|
Β | |||||
[Reverse
of Class III-A-1 Certificate]
Β
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Β
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed Certificates, Series
2007-FXD1 (herein collectively called the βCertificatesβ), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
Β
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 Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
Β
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 Trustee.
Β
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 βDistribution Dateβ), 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.
Β
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.
Β
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the Certificate
Insurer, the NIMs Insurer, if any 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,
the
NIMs Insurer, if any.
Β
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holderβs 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.
Β
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.
Β
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
Β
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, 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
Certificate Insurer, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
Β
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 Trustee 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 January
2037.
Β
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.
Β
ASSIGNMENT
Β
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
| Β | Β | Β |
| Β | Β | Β |
(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.
Β
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
| Β | Β | Β |
| Β | Β | Β |
Β
Dated:_________________
Β
| Β | Β |
| Β |
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
Β
The
assignee should include the following for purposes of distribution:
Β
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
Β |
,
|
|||
|
for
the account of
|
Β |
,
|
|||
|
account
number___________, or, if mailed by check, to
|
Β |
,
|
|||
|
Applicable
statements should be mailed to
|
Β |
,
|
|||
| Β |
.
|
||||
|
This
information is provided by
|
Β |
,
|
||
|
the
assignee named above, or
|
Β |
,
|
||
|
as
its agent.
|
Β | Β | ||
Β
EXHIBIT
A-4
FORM
OF
CLASS III-A-2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (βDTCβ), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR 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.
Β
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(e)
OF THE
AGREEMENT.
Β
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A βREGULAR INTERESTβ
IN A βREAL ESTATE MORTGAGE INVESTMENT CONDUIT,β AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE βCODEβ).
|
Certificate
No.
|
:
|
1
|
| Β | Β | Β |
|
Cut-off
Date
|
:
|
January
1, 2007
|
| Β | Β | Β |
|
First
Distribution Date
|
:
|
February
26, 2007
|
| Β | Β | Β |
|
Initial
Certificate Principal Balance of this Certificate
(βDenominationβ)
|
:
|
$30,493,000.00
|
| Β | Β | Β |
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$30,493,000.00
|
| Β | Β | Β |
|
Percentage
Interest
|
:
|
100.00%
|
| Β | Β | Β |
|
Pass-Through
Rate
|
:
|
5.599%
per annum
|
| Β | Β | Β |
|
CUSIP
|
:
|
68402V
AD 4
|
| Β | Β | Β |
|
Class
|
:
|
III-A-2
|
| Β | Β | Β |
|
Assumed
Maturity Date
|
:
|
January
2037
|
Option
One Mortgage Loan Trust 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Class
III-A-2
Β
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the βMortgage
Loansβ)
Β
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Β
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class III-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 III-A-2 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
Β
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 III-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 βDepositorβ). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of January 1, 2007 (the βAgreementβ) among the
Depositor, Option One Mortgage Corporation, as servicer (the βServicerβ), and
Xxxxx Fargo Bank, N. A., a national banking association, as trustee (the
βTrusteeβ). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class III-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 III-A-2 Certificate
by
virtue of the acceptance hereof assents and by which such Holder is
bound.
Β
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(e) of the
Agreement.
Β
Reference
is hereby made to the further provisions of this Class III-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.
Β
This
Class III-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 Trustee.
Β
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Β
Dated:
January __, 2007
Β
| Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β |
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β |
By:
|
Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β |
|
By:
|
Β | Β | |||||
| Β |
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trustee
|
Β | |||||
Β
[Reverse
of Class III-A-2 Certificate]
Β
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Β
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed Certificates, Series
2007-FXD1 (herein collectively called the βCertificatesβ), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
Β
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 Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
Β
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 Trustee.
Β
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 βDistribution Dateβ), 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.
Β
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.
Β
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the Certificate
Insurer, the NIMs Insurer, if any 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,
the
NIMs Insurer, if any.
Β
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holderβs 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.
Β
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.
Β
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
Β
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, 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
Certificate Insurer, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
Β
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 Trustee 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 January
2037.
Β
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.
Β
ASSIGNMENT
Β
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
| Β | Β | Β |
| Β | Β | Β |
(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.
Β
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
| Β | Β | Β |
| Β | Β | Β |
Β
Dated:_________________
Β
| Β | Β |
| Β |
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
Β
The
assignee should include the following for purposes of distribution:
Β
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
Β |
,
|
|||
|
for
the account of
|
Β |
,
|
|||
|
account
number___________, or, if mailed by check, to
|
Β |
,
|
|||
|
Applicable
statements should be mailed to
|
Β |
,
|
|||
| Β |
.
|
||||
|
This
information is provided by
|
Β |
,
|
||
|
the
assignee named above, or
|
Β |
,
|
||
|
as
its agent.
|
Β | Β | ||
Β
EXHIBIT
A-5
Β
FORM
OF
CLASS III-A-3 CERTIFICATE
Β
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (βDTCβ), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR 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.
Β
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(e)
OF THE
AGREEMENT.
Β
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A βREGULAR INTERESTβ
IN A βREAL ESTATE MORTGAGE INVESTMENT CONDUIT,β AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE βCODEβ).
|
Certificate
No.
|
:
|
1
|
| Β | Β | Β |
|
Cut-off
Date
|
:
|
January
1, 2007
|
| Β | Β | Β |
|
First
Distribution Date
|
:
|
February
26, 2007
|
| Β | Β | Β |
|
Initial
Certificate Principal Balance of this Certificate
(βDenominationβ)
|
:
|
$48,431,000.00
|
| Β | Β | Β |
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$48,431,000.00
|
| Β | Β | Β |
|
Percentage
Interest
|
:
|
100.00%
|
| Β | Β | Β |
|
Pass-Through
Rate
|
:
|
5.611%
per annum
|
| Β | Β | Β |
|
CUSIP
|
:
|
68402V
AE 2
|
| Β | Β | Β |
|
Class
|
:
|
III-A-3
|
| Β | Β | Β |
|
Assumed
Maturity Date
|
:
|
January
2037
|
Option
One Mortgage Loan Trust 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Class
III-A-3
Β
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the βMortgage
Loansβ)
Β
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Β
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class III-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 III-A-3 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
Β
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class III-A-3 Certificate (obtained by dividing the
Denomination of this Class III-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 βDepositorβ). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of January 1, 2007 (the βAgreementβ)
among the Depositor, Option One Mortgage Corporation, as servicer (the
βServicerβ), and Xxxxx Fargo Bank, N.A., a national banking association, as
trustee (the βTrusteeβ). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Class III-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
III-A-3
Certificate by virtue of the acceptance hereof assents and by which such
Holder
is bound.
Β
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(e) of the
Agreement.
Β
Reference
is hereby made to the further provisions of this Class III-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.
Β
This
Class III-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 Trustee.
Β
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Β
Dated:
January __, 2007
Β
| Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β |
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β |
By:
|
Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β |
|
By:
|
Β | Β | |||||
| Β |
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trustee
|
Β | |||||
Β
[Reverse
of Class III-A-3 Certificate]
Β
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Β
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed Certificates, Series
2007-FXD1 (herein collectively called the βCertificatesβ), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
Β
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 Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
Β
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 Trustee.
Β
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 βDistribution Dateβ), 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.
Β
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.
Β
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the Certificate
Insurer, the NIMs Insurer, if any 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,
the
NIMs Insurer, if any.
Β
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holderβs 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.
Β
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.
Β
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
Β
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, 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
Certificate Insurer, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
Β
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 Trustee 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 January
2037.
Β
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.
Β
ASSIGNMENT
Β
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
| Β | Β | Β |
| Β | Β | Β |
(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.
Β
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
| Β | Β | Β |
| Β | Β | Β |
Β
Dated:_________________
Β
| Β | Β |
| Β |
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
Β
The
assignee should include the following for purposes of distribution:
Β
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
Β |
,
|
|||
|
for
the account of
|
Β |
,
|
|||
|
account
number___________, or, if mailed by check, to
|
Β |
,
|
|||
|
Applicable
statements should be mailed to
|
Β |
,
|
|||
| Β |
.
|
||||
|
This
information is provided by
|
Β |
,
|
||
|
the
assignee named above, or
|
Β |
,
|
||
|
as
its agent.
|
Β | Β | ||
Β
EXHIBIT
A-6
Β
FORM
OF
CLASS III-A-4 CERTIFICATE
Β
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (βDTCβ), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR 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.
Β
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(e)
OF THE
AGREEMENT.
Β
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A βREGULAR INTERESTβ
IN A βREAL ESTATE MORTGAGE INVESTMENT CONDUIT,β AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE βCODEβ).
|
Certificate
No.
|
:
|
1
|
| Β | Β | Β |
|
Cut-off
Date
|
:
|
January
1, 2007
|
| Β | Β | Β |
|
First
Distribution Date
|
:
|
February
26, 2007
|
| Β | Β | Β |
|
Initial
Certificate Principal Balance of this Certificate
(βDenominationβ)
|
:
|
$46,012,000.00
|
| Β | Β | Β |
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$46,012,000.00
|
| Β | Β | Β |
|
Percentage
Interest
|
:
|
100.00%
|
| Β | Β | Β |
|
Pass-Through
Rate
|
:
|
5.860%
per annum
|
| Β | Β | Β |
|
CUSIP
|
:
|
68402V
AF 9
|
| Β | Β | Β |
|
Class
|
:
|
III-A-4
|
| Β | Β | Β |
|
Assumed
Maturity Date
|
:
|
January
2037
|
Option
One Mortgage Loan Trust 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Class
III-A-4
Β
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the βMortgage
Loansβ)
Β
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Β
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 III-A-4 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
Β
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class III-A-4 Certificate (obtained by dividing the
Denomination of this Class III-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 βDepositorβ). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of January 1, 2007 (the βAgreementβ)
among the Depositor, Option One Mortgage Corporation, as servicer (the
βServicerβ), and Xxxxx Fargo Bank, N.A., a national banking association, as
trustee (the βTrusteeβ). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Class III-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
III-A-4
Certificate by virtue of the acceptance hereof assents and by which such
Holder
is bound.
Β
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(e) of the
Agreement.
Β
Reference
is hereby made to the further provisions of this Class III-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.
Β
This
Class III-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 Trustee.
Β
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Β
Dated:
January __, 2007
Β
| Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β |
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β |
By:
|
Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β |
|
By:
|
Β | Β | |||||
| Β |
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trustee
|
Β | |||||
[Reverse
of Class III-A-4 Certificate]
Β
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Β
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed Certificates, Series
2007-FXD1 (herein collectively called the βCertificatesβ), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
Β
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 Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
Β
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 Trustee.
Β
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 βDistribution Dateβ), 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.
Β
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.
Β
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the Certificate
Insurer, the NIMs Insurer, if any 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,
the
NIMs Insurer, if any.
Β
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holderβs 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.
Β
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.
Β
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
Β
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, 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
Certificate Insurer, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
Β
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 Trustee 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 January 2037
.
Β
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.
Β
ASSIGNMENT
Β
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
| Β | Β | Β |
| Β | Β | Β |
(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.
Β
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
| Β | Β | Β |
| Β | Β | Β |
Β
Dated:_________________
Β
| Β | Β |
| Β |
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
Β
The
assignee should include the following for purposes of distribution:
Β
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
Β |
,
|
|||
|
for
the account of
|
Β |
,
|
|||
|
account
number___________, or, if mailed by check, to
|
Β |
,
|
|||
|
Applicable
statements should be mailed to
|
Β |
,
|
|||
| Β |
.
|
||||
|
This
information is provided by
|
Β |
,
|
||
|
the
assignee named above, or
|
Β |
,
|
||
|
as
its agent.
|
Β | Β | ||
Β
EXHIBIT
A-7
Β
FORM
OF
CLASS III-A-5 CERTIFICATE
Β
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (βDTCβ), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR 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.
Β
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(e)
OF THE
AGREEMENT.
Β
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A βREGULAR INTERESTβ
IN A βREAL ESTATE MORTGAGE INVESTMENT CONDUIT,β AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE βCODEβ).
|
Certificate
No.
|
:
|
1
|
| Β | Β | Β |
|
Cut-off
Date
|
:
|
January
1, 2007
|
| Β | Β | Β |
|
First
Distribution Date
|
:
|
February
26, 2007
|
| Β | Β | Β |
|
Initial
Certificate Principal Balance of this Certificate
(βDenominationβ)
|
:
|
$32,528,000.00
|
| Β | Β | Β |
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$32,528,000.00
|
| Β | Β | Β |
|
Percentage
Interest
|
:
|
100.00%
|
| Β | Β | Β |
|
Pass-Through
Rate
|
:
|
5.957%
per annum
|
| Β | Β | Β |
|
CUSIP
|
:
|
68402V
AG 7
|
| Β | Β | Β |
|
Class
|
:
|
III-A-5
|
| Β | Β | Β |
|
Assumed
Maturity Date
|
:
|
January
2037
|
Option
One Mortgage Loan Trust 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Class
III-A-5
Β
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the βMortgage
Loansβ)
Β
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Β
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class III-A-5 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class III-A-5 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
Β
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class III-A-5 Certificate (obtained by dividing the
Denomination of this Class III-A-5 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 βDepositorβ). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of January 1, 2007 (the βAgreementβ)
among the Depositor, Option One Mortgage Corporation, as servicer (the
βServicerβ), and Xxxxx Fargo Bank, N.A., a national banking association, as
trustee (the βTrusteeβ). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Class III-A-5
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class
III-A-5
Certificate by virtue of the acceptance hereof assents and by which such
Holder
is bound.
Β
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(e) of the
Agreement.
Β
Reference
is hereby made to the further provisions of this Class III-A-5 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.
Β
This
Class III-A-5 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 Trustee.
Β
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Β
Dated:
January __, 2007
Β
| Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β |
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β |
By:
|
Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β |
|
By:
|
Β | Β | |||||
| Β |
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trustee
|
Β | |||||
Β
[Reverse
of Class III-A-5 Certificate]
Β
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Β
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed Certificates, Series
2007-FXD1 (herein collectively called the βCertificatesβ), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
Β
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 Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
Β
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 Trustee.
Β
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 βDistribution Dateβ), 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.
Β
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.
Β
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the Certificate
Insurer, the NIMs Insurer, if any 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,
the
NIMs Insurer, if any.
Β
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holderβs 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.
Β
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.
Β
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
Β
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, 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
Certificate Insurer, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
Β
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 Trustee 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 January 2037
.
Β
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.
Β
ASSIGNMENT
Β
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
| Β | Β | Β |
| Β | Β | Β |
(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.
Β
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
| Β | Β | Β |
| Β | Β | Β |
Β
Dated:_________________
Β
| Β | Β |
| Β |
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
Β
The
assignee should include the following for purposes of distribution:
Β
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
Β |
,
|
|||
|
for
the account of
|
Β |
,
|
|||
|
account
number___________, or, if mailed by check, to
|
Β |
,
|
|||
|
Applicable
statements should be mailed to
|
Β |
,
|
|||
| Β |
.
|
||||
|
This
information is provided by
|
Β |
,
|
||
|
the
assignee named above, or
|
Β |
,
|
||
|
as
its agent.
|
Β | Β | ||
Β
EXHIBIT
A-8
Β
FORM
OF
CLASS III-A-6 CERTIFICATE
Β
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (βDTCβ), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR 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.
Β
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(e)
OF THE
AGREEMENT.
Β
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A βREGULAR INTERESTβ
IN A βREAL ESTATE MORTGAGE INVESTMENT CONDUIT,β AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE βCODEβ).
|
Certificate
No.
|
:
|
1
|
| Β | Β | Β |
|
Cut-off
Date
|
:
|
January
1, 2007
|
| Β | Β | Β |
|
First
Distribution Date
|
:
|
February
26, 2007
|
| Β | Β | Β |
|
Initial
Certificate Principal Balance of this Certificate
(βDenominationβ)
|
:
|
$27,240,000.00
|
| Β | Β | Β |
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$27,240,000.00
|
| Β | Β | Β |
|
Percentage
Interest
|
:
|
100.00%
|
| Β | Β | Β |
|
Pass-Through
Rate
|
:
|
5.662%
per annum
|
| Β | Β | Β |
|
CUSIP
|
:
|
68402V
AH 5
|
| Β | Β | Β |
|
Class
|
:
|
III-A-6
|
| Β | Β | Β |
|
Assumed
Maturity Date
|
:
|
January
2037
|
Option
One Mortgage Loan Trust 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Class
III-A-6
Β
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the βMortgage
Loansβ)
Β
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Β
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class III-A-6 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class III-A-6 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
Β
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class III-A-6 Certificate (obtained by dividing the
Denomination of this Class III-A-6 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 βDepositorβ). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of January 1, 2007 (the βAgreementβ)
among the Depositor, Option One Mortgage Corporation, as servicer (the
βServicerβ), and Xxxxx Fargo Bank, N.A., a national banking association, as
trustee (the βTrusteeβ). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Class III-A-6
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class
III-A-6
Certificate by virtue of the acceptance hereof assents and by which such
Holder
is bound.
Β
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(e) of the
Agreement.
Β
Reference
is hereby made to the further provisions of this Class III-A-6 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.
Β
This
Class III-A-6 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 Trustee.
Β
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Β
Dated:
January __, 2007
Β
| Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β |
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β |
By:
|
Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β |
|
By:
|
Β | Β | |||||
| Β |
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trustee
|
Β | |||||
Β
[Reverse
of Class III-A-6 Certificate]
Β
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Β
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed Certificates, Series
2007-FXD1 (herein collectively called the βCertificatesβ), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
Β
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 Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
Β
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 Trustee.
Β
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 βDistribution Dateβ), 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.
Β
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.
Β
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the Certificate
Insurer, the NIMs Insurer, if any 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,
the
NIMs Insurer, if any.
Β
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holderβs 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.
Β
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.
Β
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
Β
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, 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
Certificate Insurer, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
Β
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 Trustee 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 January 2037
.
Β
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.
Β
ASSIGNMENT
Β
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
| Β | Β | Β |
| Β | Β | Β |
(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.
Β
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
| Β | Β | Β |
| Β | Β | Β |
Β
Dated:_________________
Β
| Β | Β |
| Β |
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
Β
The
assignee should include the following for purposes of distribution:
Β
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
Β |
,
|
|||
|
for
the account of
|
Β |
,
|
|||
|
account
number___________, or, if mailed by check, to
|
Β |
,
|
|||
|
Applicable
statements should be mailed to
|
Β |
,
|
|||
| Β |
.
|
||||
|
This
information is provided by
|
Β |
,
|
||
|
the
assignee named above, or
|
Β |
,
|
||
|
as
its agent.
|
Β | Β | ||
Β
EXHIBIT
A-9
Β
FORM
OF
CLASS C CERTIFICATES
Β
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A βREGULAR INTERESTβ
IN A βREAL ESTATE MORTGAGE INVESTMENT CONDUIT,β AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE βCODEβ).
Β
Β
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A
CERTIFICATES TO
THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
Β
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A βPLANβ) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (βERISAβ), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
| Β | Β | Β |
|
Cut-off
Date
|
:
|
January
1, 2007
|
| Β | Β | Β |
|
First
Distribution Date
|
:
|
February
26, 2007
|
| Β | Β | Β |
|
Initial
Certificate Principal Balance of this Certificate
(βDenominationβ)
|
:
|
$
9,931,723.03
|
| Β | Β | Β |
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
9,931,723.03
|
| Β | Β | Β |
|
Initial
Notional Amount of this Certificate
|
:
|
$
827,616,723.03
|
| Β | Β | Β |
|
Percentage
Interest
|
:
|
100.00%
|
| Β | Β | Β |
|
Class
|
:
|
C
|
Option
One Mortgage Loan Trust 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Class
C
Β
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the βMortgage
Loansβ)
Β
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Β
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, or the Trustee referred to below or any of their respective
affiliates.
Β
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 βDepositorβ). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of January 1, 2007 (the βAgreementβ)
among the Depositor, Option One Mortgage Corporation, as servicer (the
βServicerβ), and Xxxxx Fargo Bank, N.A., a national banking association, as
trustee (the βTrusteeβ). 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.
Β
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 Certificateholderβs prospective transferee shall each
certify to the Trustee 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 Trustee 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 or the Depositor; or there shall be delivered to the Trustee 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 Trustee 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.
Β
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(e) of the Agreement.
Β
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.
Β
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 Trustee.
Β
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Β
Dated:
January __, 2007
Β
| Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β |
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β |
By:
|
Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β |
|
By:
|
Β | Β | |||||
| Β |
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trustee
|
Β | |||||
[Reverse
of Class C Certificate]
Β
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Β
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed Certificates, Series
2007-FXD1 (herein collectively called the βCertificatesβ), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
Β
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 Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
Β
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 Trustee.
Β
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 βDistribution Dateβ), 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.
Β
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.
Β
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the Certificate
Insurer, the NIMs Insurer, if any 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,
the
NIMs Insurer, if any.
Β
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holderβs 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.
Β
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.
Β
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
Β
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, 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
Certificate Insurer, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
Β
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 Trustee 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 January 2037.
Β
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
Β
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
| Β | Β | Β |
| Β | Β | Β |
(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.
Β
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
| Β | Β | Β |
| Β | Β | Β |
Β
Dated:_________________
Β
| Β | Β |
| Β |
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
Β
The
assignee should include the following for purposes of distribution:
Β
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
Β |
,
|
|||
|
for
the account of
|
Β |
,
|
|||
|
account
number___________, or, if mailed by check, to
|
Β |
,
|
|||
|
Applicable
statements should be mailed to
|
Β |
,
|
|||
| Β |
.
|
||||
|
This
information is provided by
|
Β |
,
|
||
|
the
assignee named above, or
|
Β |
,
|
||
|
as
its agent.
|
Β | Β | ||
Β
EXHIBIT
A-10
Β
FORM
OF
CLASS P CERTIFICATE
Β
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A βREGULAR INTERESTβ
IN A βREAL ESTATE MORTGAGE INVESTMENT CONDUIT,β AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE βCODEβ).
Β
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE βACTβ). 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.
Β
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A βPLANβ) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (βERISAβ), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
| Β | Β | Β |
|
Cut-off
Date
|
:
|
January
1, 2007
|
| Β | Β | Β |
|
First
Distribution Date
|
:
|
February
26, 2007
|
| Β | Β | Β |
|
Initial
Certificate Principal Balance of this Certificate
(βDenominationβ)
|
:
|
$100.00
|
| Β | Β | Β |
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$100.00
|
| Β | Β | Β |
|
Percentage
Interest
|
:
|
100.00%
|
| Β | Β | Β |
|
Class
|
:
|
P
|
Option
One Mortgage Loan Trust 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Class
P
Β
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the βMortgage
Loansβ)
Β
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Β
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, or the Trustee referred to below or any of their respective
affiliates.
Β
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 βDepositorβ). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of January 1, 2007 (the βAgreementβ)
among the Depositor, Option One Mortgage Corporation, as servicer (the
βServicerβ), and Xxxxx Fargo Bank, N.A., a national banking association, as
trustee (the βTrusteeβ). 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.
Β
This
Certificate does not have a pass-through rate and will be entitled to
distributions only to the extent set forth in the Agreement.
Β
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 Certificateholderβs prospective transferee shall each
certify to the Trustee 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 Trustee 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 or the Depositor; or there shall be delivered to the Trustee 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 Trustee 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.
Β
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(e) of the Agreement.
Β
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.
Β
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 Trustee.
Β
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Β
Dated:
January __, 2007
Β
| Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β |
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β |
By:
|
Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β |
|
By:
|
Β | Β | |||||
| Β |
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trustee
|
Β | |||||
Β
[Reverse
of Class P Certificate]
Β
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Β
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed Certificates, Series
2007-FXD1 (herein collectively called the βCertificatesβ), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
Β
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 Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
Β
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 Trustee.
Β
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 βDistribution Dateβ), 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.
Β
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.
Β
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the Certificate
Insurer, the NIMs Insurer, if any 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,
the
NIMs Insurer, if any.
Β
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holderβs 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.
Β
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.
Β
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
Β
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, 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
Certificate Insurer, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
Β
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 Trustee 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 January 2037.
Β
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
Β
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
| Β | Β | Β |
| Β | Β | Β |
(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.
Β
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
| Β | Β | Β |
| Β | Β | Β |
Β
Dated:_________________
Β
| Β | Β |
| Β |
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
Β
The
assignee should include the following for purposes of distribution:
Β
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
Β |
,
|
|||
|
for
the account of
|
Β |
,
|
|||
|
account
number___________, or, if mailed by check, to
|
Β |
,
|
|||
|
Applicable
statements should be mailed to
|
Β |
,
|
|||
| Β |
.
|
||||
|
This
information is provided by
|
Β |
,
|
||
|
the
assignee named above, or
|
Β |
,
|
||
|
as
its agent.
|
Β | Β | ||
EXHIBIT
A-11
Β
FORM
OF
CLASS R CERTIFICATE
Β
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A ARESIDUAL
INTERESTβ IN ONE OR MORE βREAL ESTATE MORTGAGE INVESTMENT CONDUITS,β AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE βCODEβ).
Β
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE βACTβ). 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.
Β
THIS
CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
Β
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
Β
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A βPLANβ) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (βERISAβ), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
| Β | Β | Β |
|
Cut-off
Date
|
:
|
January
1, 2007
|
| Β | Β | Β |
|
First
Distribution Date
|
:
|
February
26, 2007
|
| Β | Β | Β |
|
Percentage
Interest
|
:
|
100.00%
|
| Β | Β | Β |
|
Class
|
:
|
R
|
Option
One Mortgage Loan Trust 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Class
R
Β
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the βMortgage
Loansβ)
Β
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Β
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Servicer or the Trustee referred to below
or
any of their respective affiliates.
Β
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 βDepositorβ). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of January
1,
2007 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as
servicer (the βServicerβ) and Xxxxx Fargo Bank, N.A., a national banking
association, as trustee (the βTrusteeβ). 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.
Β
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 Trustee
in
Minneapolis, Minnesota.
Β
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 Certificateholderβs prospective transferee shall each
certify to the Trustee 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 Trustee 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 or the Depositor; or there shall be delivered to the Trustee 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 Trustee 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.
Β
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(e) of the Agreement.
Β
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 Trustee 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 Trustee 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 Trustee
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.
Β
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.
Β
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
Trustee.
Β
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Β
Dated:
January __, 2007
Β
| Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β |
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β |
By:
|
Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β |
|
By:
|
Β | Β | |||||
| Β |
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trustee
|
Β | |||||
Β
[Reverse
of Class R Certificate]
Β
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Β
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed Certificates, Series
2007-FXD1 (herein collectively called the βCertificatesβ), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
Β
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 Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
Β
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 Trustee.
Β
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 βDistribution Dateβ), 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.
Β
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.
Β
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the Certificate
Insurer, the NIMs Insurer, if any 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,
the
NIMs Insurer, if any.
Β
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holderβs 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.
Β
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.
Β
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
Β
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, 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
Certificate Insurer, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
Β
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 Trustee 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 January 2037.
Β
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
Β
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
| Β | Β | Β |
| Β | Β | Β |
(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.
Β
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
| Β | Β | Β |
| Β | Β | Β |
Β
Dated:_________________
Β
| Β | Β |
| Β |
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
Β
The
assignee should include the following for purposes of distribution:
Β
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
Β |
,
|
|||
|
for
the account of
|
Β |
,
|
|||
|
account
number___________, or, if mailed by check, to
|
Β |
,
|
|||
|
Applicable
statements should be mailed to
|
Β |
,
|
|||
| Β |
.
|
||||
|
This
information is provided by
|
Β |
,
|
||
|
the
assignee named above, or
|
Β |
,
|
||
|
as
its agent.
|
Β | Β | ||
EXHIBIT
A-12
Β
FORM
OF
CLASS R-X CERTIFICATE
Β
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A ARESIDUAL
INTERESTβ IN ONE OR MORE βREAL ESTATE MORTGAGE INVESTMENT CONDUITS,β AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE βCODEβ).
Β
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE βACTβ). 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.
Β
THIS
CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
Β
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
Β
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A βPLANβ) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (βERISAβ), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
| Β | Β | Β |
|
Cut-off
Date
|
:
|
January
1, 2007
|
| Β | Β | Β |
|
First
Distribution Date
|
:
|
February
26, 2007
|
| Β | Β | Β |
|
Percentage
Interest
|
:
|
100.00%
|
| Β | Β | Β |
|
Class
|
:
|
R-X
|
Option
One Mortgage Loan Trust 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Class
R-X
Β
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the βMortgage
Loansβ)
Β
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Β
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Servicer or the Trustee referred to below
or
any of their respective affiliates.
Β
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 βDepositorβ). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of January
1,
2007 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as
servicer (the βServicerβ) and Xxxxx Fargo Bank, N.A., a national banking
association, as trustee (the βTrusteeβ). 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.
Β
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 Trustee
in
Minneapolis, Minnesota.
Β
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 Certificateholderβs prospective transferee shall each
certify to the Trustee 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 Trustee 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 or the Depositor; or there shall be delivered to the Trustee 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 Trustee 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.
Β
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(e) of the Agreement.
Β
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 Trustee 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 Trustee 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 Trustee
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.
Β
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.
Β
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
Trustee.
Β
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Β
Dated:
January __, 2007
Β
| Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β |
By:
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β |
By:
|
Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | Β | Β | Β | |||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β |
| Β | Β | Β | Β | Β | Β | Β | Β |
|
By:
|
Β | Β | |||||
| Β |
Authorized
Signatory of
Xxxxx
Fargo Bank, N. A.,
as
Trustee
|
Β | |||||
Β
[Reverse
of Class R-X Certificate]
Β
OPTION
ONE MORTGAGE LOAN TRUST 2007-FXD1
Asset-Backed
Certificates,
Series
2007-FXD1
Β
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2007-FXD1, Asset-Backed Certificates, Series
2007-FXD1 (herein collectively called the βCertificatesβ), and representing a
beneficial ownership interest in the Trust created by the
Agreement.
Β
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 Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
Β
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 Trustee.
Β
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 βDistribution Dateβ), 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.
Β
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.
Β
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the Certificate
Insurer, the NIMs Insurer, if any 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,
the
NIMs Insurer, if any.
Β
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 Trustee upon surrender of this Certificate for registration of transfer
at
the office or agency maintained by the Trustee accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holderβs 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.
Β
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.
Β
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
Β
The
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Trustee, the Certificate Insurer, the NIMs Insurer,
if any, 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
Certificate Insurer, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
Β
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 Trustee 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 January 2037.
Β
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
Β
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
| Β | Β | Β |
| Β | Β | Β |
(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.
Β
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
| Β | Β | Β |
| Β | Β | Β |
Β
Dated:_________________
Β
| Β | Β |
| Β |
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
Β
The
assignee should include the following for purposes of distribution:
Β
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
Β |
,
|
|||
|
for
the account of
|
Β |
,
|
|||
|
account
number___________, or, if mailed by check, to
|
Β |
,
|
|||
|
Applicable
statements should be mailed to
|
Β |
,
|
|||
| Β |
.
|
||||
|
This
information is provided by
|
Β |
,
|
||
|
the
assignee named above, or
|
Β |
,
|
||
|
as
its agent.
|
Β | Β | ||
Β
Β
EXHIBIT
B
Β
FORM
OF
POOL POLICY
Β
RADIAN
GUARANTY INC.
Β
0000
Xxxxxx Xxxxxx - Xxxxxxxxxxxx, XX 00000 - (000) 000-0000
Β
MORTGAGE
POOL INSURANCE POLICY
Β
RADIAN
GUARANTY INC.,
a
Pennsylvania corporation, (a stock insurance company herein called the
βCompanyβ) agrees to pay to the insured identified below, in consideration of
the premium paid or to be paid asΒ specified herein, theΒ 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.
Β
|
Insured:Β Xxxxx
Fargo Bank, National Association as Trustee with respect to the
Security,
located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000-0000.
|
||
|
Policy
Number
|
Issuance
Date
|
Effective
Date of Policy
|
|
07-053263
|
January
30, 2007
|
January
1, 2007
|
|
Premium
Rates and Due Dates:
|
On
the Issuance Date, a one time premium equal to 0.725% of the
related Total
Amortized Principal Balance, in each case payable in immediately
available
funds by wire transfer to the account specified by theΒ 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 Dates of January
1, 2007 and
secured by properties located in The State of Florida are subject
to the
Florida Hurricane Catastrophe Fund Emergency Assessment. Effective
January
1, 2007, Radian 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 Radian for such
amount.
The Policy will not cancel due to non -payment of premium
taxes.
|
|
| Β | Β | |
|
Total
Initial Principal Balance:
|
$826,836,581
|
|
| Β | Β | |
|
Aggregate
Loss Percentage:
|
8.80%.
|
|
| Β | Β | |
|
Aggregate
Loss Limit:
|
$72,761,619
|
|
| Β | Β | |
|
Deductible
Percentage:
|
4.00%.
|
|
| Β | Β | |
|
Deductible
Amount:
|
$33,073,463,
which is equal to the Deductible Percentage of the Total Initial
Principal
Balance of the Loans listed in the attached Schedule.
|
|
| Β | Β | |
|
Aggregate
Risk Amount
|
$39,688,155
|
|
| Β | Β | |
|
Security:
|
Option
One 2007-FXD1.
|
|
1.Β Β Β Β Β Β Β Β Β Β Definitions
Β
The
terms
set forth below shall have the specified meanings when used in this Policy.
Capitalized terms Β used
and
not defined in this Policy shall have the respective meanings assigned
to such
terms in the Β Transaction
Agreements.
Β
| A.Β Β |
Aggregate
LossΒ 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.Β Β |
Aggregate
Loss Limit
is
the Total Initial Principal Balance multiplied by the Aggregate
Loss
Percentage, $72,761,619, 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.
|
Β
| C.Β Β |
Aggregate
Loss PercentageΒ is
8.80%, the percentage identified on the face of this Policy.
|
Β
| D.Β Β |
ApplicationΒ
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.Β
|
Β
| E.Β Β |
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.
|
Β
| F.Β Β |
Approved
SaleΒ 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 trusteeβs 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, (3) the acquisition of a property by or approved
by
the insurer pursuant to a Primary Policy or (4) a sale of the
property by
the Borrower prior to the foreclosure sale and to which the Company
has
given prior written approval.
|
Β
| G.Β Β |
BorrowerΒ is
the Person required to repay the debt obligation created pursuant
to a
Loan insured under this Policy.
|
Β
| H.Β Β |
ClaimΒ 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.Β Β |
Coverage
Effective Date
is
January 1, 2007.
|
Β
| J.Β Β |
DefaultΒ 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.
|
Β
| K.Β Β |
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.Β Β |
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.
|
Β
| M.Β Β |
Good
and Merchantable TitleΒ 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 inΒ possession, except
for:
|
Β
| 1.Β Β |
the
lien of current general real estate taxes and other public charges
and
assessments notΒ yet due and payable;
and
|
Β
| 2.Β Β |
easements
for public utilities, covenants, conditions, restrictions, rights
of way,
buildingΒ restrictions, the effect of building laws or regulations
with which the improvements on the Property comply and other
matters of
public record, which inΒ anyΒ case do not impair the use of the
Property and the improvements thereon for their intended purposes:
and
|
Β
| 3.Β Β |
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
marketabilityΒ of the title. Good and Merchantable Title will
not
exist if (i)Β 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)Β 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.
|
Β
| N.Β Β |
Insured
is
the Person designated on the face of this Policy. The Insured
may contract
with any other Person to perform the Insuredβs obligations under this
Policy.
|
Β
| O.Β Β |
Loan
is
any note and any mortgage, bond, deed of trust, or other instrument
used
in connection with the Borrowerβs loan and evidencing a first lien or
charge on Residential real
property.
|
Β
| P.Β Β |
LossΒ 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.
|
Β
| Q.Β Β |
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.
|
Β
| R.Β Β |
Person
is
any individual, corporation, partnership, association or other
entity.
|
Β
| S.Β Β |
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.
|
Β
| T.Β Β |
Policy
is
this policy of insurance and all applications, commitments, endorsements,
schedules and exhibits relating hereto, all of which are incorporated
by
reference herein.
|
Β
| U.Β Β |
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.Β Β |
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 βBaa3β from Xxxxxβx and βBBB-β from
S&P.
|
Β
| W.Β Β |
Residential
is
a type of building or condominium unit which is designed for
occupancy by
not more than four families.
|
Β
| X.Β Β |
Schedule
is
the listing of Residential Loans which are insured under this
Policy.
|
Β
| Y.Β Β |
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 Insuredβs losses have
exceeded the Deductible Amount.
|
Β
| Z.Β Β |
Security
is
the bond(s), certificate(s), or other security instrument(s)
identified or
referred to on the face of this
policy.
|
Β
| AA.Β Β |
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.
|
Β
| BB.Β Β |
Servicing
Guidelines
are the Companyβs Servicing Guidelines attached to this Policy as Exhibit
B.
|
Β
| CC.Β Β |
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.
|
Β
| DD.Β Β |
Β 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.
|
Β
| EE.Β Β |
Total
Initial Principal Balances
is
the sum of the unpaid principal balances at the Coverage Effective
Date of
all of the Loans insured hereunder.
|
Β
| FF.Β Β |
Transaction
AgreementsΒ means
the agreements related to the Security, without regard to any
amendments,
supplements or other modifications to which the Company has not
given its
writtenΒ consent.
|
Β
| GG.Β Β |
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.
|
Β
2.Β Β Β Β Β Β Β Β Β Β Effective
Date, Policy Period, Termination and Cancellation
Β
The
effective date of this Policy shall be the date specified on the face hereof.
This Policy shall continue inΒ 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
paidΒ in full and all amounts owed to the Certificate Insurer have been paid
in full.
Β
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.
Β
3.Β Β Β Β Β Β Β Β Β Β Representations
and Warranties of the Insured
Β
a)Β Β Β Β Β Β
Β Representations.
The
Insured represents to the Company that:
Β
| (1)Β Β |
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
|
Β
| (2)Β Β |
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).
|
Β
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 SectionΒ 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)Β Β Β Β Β Β Β Β Β Β Β Β Company's
Remedies for Misrepresentation.
If any
of the Insured's representations made with Β respect
to such Loan as described in SectionΒ 3 are not accurate or complete with
respect to a Loan, Β this
Policy will not apply, extend to or cover such Loan, and the Company will
have
the right to Β cancel
or
rescind coverage of such Loan under this Policy retroactively to commencement
of
Β coverage.
In the case of such cancellation or rescission, the Company shall return
at that
time all Β paid
premiums applicable to such Loan retroactively to such applicable date.
Β
4.Β Β Β Β Β Β Β Β Β Β Premiums
Β
| A.Β Β |
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 noΒ refund
of premium under thisΒ Policy.
|
Β
5.Β Β Β Β Β Β Β Β Β Β Termination
of Coverage; Conditions Subsequent
Β
Notwithstanding
any other provision of this Policy, the coverage extended to any Loan may
be
terminated Β at
the
Companyβs sole discretion, immediately and without notice, if, with respect to
such Loan, the Insured Β shall
permit or agree to any of the following without prior written consent of
the
Company:
Β
| A.Β Β |
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, excepting such modifications as may be specifically
provided for
in the Loan documents, and permitted without further approval
or consent
of the Insured.
|
Β
| B.Β Β |
Release.
Any release of the Borrower from liability for the
Loan.
|
Β
| C.Β Β |
Assumption.
Any assumption of liability for the Loan, with or without release
of the
original Borrower from liability
therefore.
|
Β
| D.Β Β |
Property
Change.
Any change in the Residential use or nature of the Property occurring
before the Coverage Effective Date.
|
Β
| E.Β Β |
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.
|
Β
6.Β Β Β Β Β Β Β Β Β Β Exclusions
from Coverage
Β
The
Company will not be liable for, and this Policy will not apply to, extend
to or
cover the following:
Β
A.Β Β Β Β Β Β Β Β Β Β Β Β Β
Β Β 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 October 1, 2006 payment has been made and the customer is next
due for
its scheduled November 1, 2006 payment.
B.Β Β Β Β Β Β Β Β Β
Β Β Β Β Β Β 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.
Β Β Β Β Β Β Β Β Β Β Β
C.Β Β Β Β
Β Β Β Β Β Β Β
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.Β Β Β Β Β Β Β Β Β Β Β Β Β 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.Β Β Β Β Β Β Β Β Β Β Β Β 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.Β Β |
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.Β Β |
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.Β Β |
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.
|
Β
Β Β Β Β Β Β Β Β Β Β F.
Β Β Β Β Β Β Β Β Β Β Β Β 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.Β Β |
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.Β Β |
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.Β Β Β Β Β Β Β Β Β Β Β Β 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.Β Β Β Β Β Β Β Β Β Β Β Β 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.Β Β Β Β Β Β Β Β Β Β Β Β 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.
Β
7.Β Β Β Β Β Β Β Β Β Β
Notices
Β
| A.Β Β |
Β Β Β Β Β Β Β Β Β Β Β Notice
of Prepayments and
Assumptions
|
Β
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.Β
Β
Notice
of
Default
Β
| 1.Β Β |
Within
forty-five (45) days of the Default, if it occurs when the first
payment
is due under the Loan; or
|
Β
| 2.Β Β |
Within
ten (10) days after the Insured receives notice or otherwise
becomes aware
that:
|
Β
| i.Β Β |
A
Borrower is Three (3) Months in Default, as defined herein,
or
|
Β
| ii.Β Β |
Proceedings
to acquire title to a Borrowerβs 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
Borrowerβs 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.Β
|
Β
C.Β Β Β Β Β Β Β Β Β Β Β Monthly
Reports
Β
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.
8.Β Β Β Β Β Β Β Β
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.Β Β |
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
Insuredβs
uninsured loss with respect to the applicable
Property.
|
| 2.Β Β |
In
the absence of specific bidding instructions, the Insured may
control the
bidding process in a manner that mitigates the
Loss.
|
| 3.Β Β |
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.
|
Β
9.Β Β Β Β Β Β Β Mitigation
of Damages
| Β |
A.Β
|
Cooperation
Generally.Β 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.Β Β Β Β Β Β Β Β Β Β Procedures
for the Company's Approval of a Sale of a Property
| Β | Β |
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.
|
| Β | Β | Β | Β |
| Β | Β |
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.
|
| Β | Β |
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.
|
| Β | Β |
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.
|
| Β | Β |
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.
|
| Β | Β |
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.
|
| Β | Β |
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.Β Β |
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.
|
Β
| C.Β Β |
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:
|
Β
| 1.Β Β |
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.Β Β |
The
maximum amount shall not exceed the greater of (1)Β the fair market
value of the Property as determined under this Policy, or (2)Β the
estimated Claim Amount.
|
| 3.Β Β |
For
purposes of this SectionΒ 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.Β Β |
The
Servicer is not required to acquire Good and Merchantable Title
if it has
bid in accordance with this SectionΒ 9(C), whether or not pursuant to
directions from the Company.
|
| D.Β Β |
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.
|
| Β |
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.
|
Β
10.Β Β Β Β Β Β Β Β Β Β Loss
Computation and Conditions
Β
| A.Β Β |
Advances.Β 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
attorneyβs
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 attorneyβs
fees.
|
Β
| B.Β Β |
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.
|
Β
| C.Β Β |
Computation
of Loss.
Subject to the Aggregate Loss Limit, theΒ amount of loss payable to
the Insured on each individual claim shall be the total
of:
|
Β
| 1.Β Β |
the
amount of the unpaid principal balance at the time of an Approved
Sale of
the property,
|
Β
| 2.Β Β |
the
amount of the accumulated delinquent interest computed to the
date of
claim settlement at the Loanβs rate of
interest
|
Β
| 3.Β Β |
the
amount of advances made by the Insured under Section 10(A) above,
less:
|
Β
1.Β 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;
Β
2.
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;
Β
3.Β the
amount paid under applicable fire and extended coverage policies which
is in
excess Β of
the
cost of restoring and repairing the Property and which has not been applied
to
the Β payment
of the Loan as required by the terms of the Loan;
| 4.Β Β |
the
amounts of any payments of Loss previously made by the Company
with
respect to such Claim;
|
| 5.Β Β |
the
net proceeds upon an Approved Sale of the Property
and
|
| 6.Β Β |
any
other amounts claimed by the Insured to the extent they are excluded
from
the Claim Amount.
|
| D.Β Β |
[Reserved].
|
Β
Β
Β
| E.Β Β |
Discharge
of Obligation.
Any claim payment by the Company pursuant to Section 10(C) above
orΒ 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.
|
Β
| F.Β Β |
Aggregate
Loss Limit. Β
TheΒ 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
thisΒ Policy reach an amount equal to the Aggregate Loss Limit,
theΒ liability of the Company toΒ payΒ any additional claims
for loss ceases.
|
Β
| G.Β Β |
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.
|
Β
11.Β Β Β Β Β Β Β Β Β Β Submission
and Payment of Claims
Β
| A.Β Β |
Claim
Filing During Deductible Period.Β This
is a Second Loss Policy. Claims for losses shall be filed with
the Company
even if theΒ Insuredβs 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
|
Β
Β included
in the total of the Insuredβs Losses for purposes of calculating whether such
Losses have Β exceeded
theΒ Deductible Amount.
Β
| B.Β Β |
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 theΒ Company. The Company
shall not unreasonably withhold the approval necessary for such
an
Approved Sale.
|
Β
| C.Β Β |
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 in 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.
|
Β
| D.Β Β |
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.
|
Β
12.Β Β Β Β Β Β Β Β Β Β Β Other
Considerations
Β
| A.Β Β |
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.
|
Β
| B.Β Β |
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.
|
Β
| C.Β Β |
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.
|
Β
| D.Β Β |
Governing
Law. This
Policy shall be governed by and construed in accordance with
the internal
laws of the CommonwealthΒ of
Pennsylvania.
|
Β
| E.Β Β |
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, to the extent such rights
remain
after settlement of the claim under an applicable Primary Policy.
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.Β Β |
Arbitration
of Disputes; Suits and Actions Brought by the
Insured.Β
|
Β
| Β |
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.
|
Β
| Β |
b.
|
The
arbitrator(s) shall be neutral person(s) selected from the American
Arbitration Associationβs 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.
|
Β
| Β |
c.
|
No
suit or action (including arbitration hereunder) brought by the
Insured
against the Company with respect to the Companyβs 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 threeΒ (3) years after the Loss can be determined
unless otherwise required by applicable
law.
|
Β
| Β |
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.
|
Β
| G.Β Β |
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.Β Β |
Amendments;
No Waiver; Rights and Remedies; Use of Term "Including"
|
| 1.Β Β | The Company reserves the right to amend the terms and conditions of this Policy from Β time to time; provided, however, that any such amendment will be effective only after the Β Company has given the Insured written notice thereof by endorsement setting forth the Β amendment. Such amendment will only be applicable to those Loans where the date of the Β coverage hereunder was issued on or after the effective date of the amendment. |
Β
| 1.Β Β |
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.
|
| 2.Β Β |
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.
|
| 3.Β Β |
As
used in this Policy, the term "include" or "including" will mean
"include
or including, without
limitation."
|
| I.Β Β |
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.Β Β |
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.Β Β |
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.
|
Β
| L.Β Β |
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.
|
Β
| M.Β Β |
Notice.
Β 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.Β 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.Β Β |
Reports
and Examinations. Β 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.Β Β |
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 microfiche.
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.
|
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.
Β
| Β | Β | Β |
| Β | RADIAN GUARANTY INC. | |
| Β Β |
Β Β |
Β Β |
| Β | By:Β Β | Β |
| Β |
Senior Vice President |
|
| Β | Β | |
Β
| Β | Β | Β |
| Β | By:Β Β | Β |
| Β |
Secretary |
|
| Β | Β | |
Β
SCHEDULE
Β
Residential
Loans Insured by the Policy
Β
Β
EXHIBIT
A
Β
Representations
and Warranties
Β
| Β |
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.
|
Β
| Β |
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.
|
Β
| Β |
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.
|
Β
| Β |
D.
|
The
original principal balance of each Residential Loan listed on
the Schedule
is accurately set forth on such
Schedule.
|
Β
| Β |
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 setΒ 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.
|
Β
| Β |
F.
|
Each
Residential Loan listed on the Schedule was underwritten at the
time it
was originated in a manner materially consistent with the related
originatorβs underwriting guidelines (the βUnderwriting Guidelinesβ)
attached as Exhibit B hereto. Any material change to the Underwriting
Guidelines requires the Companyβs written approval prior to submission of
loans.
|
Β
| Β |
G.
|
Each
Residential Loan listed on the Schedule is secured by a first
mortgage
lien on a Residential property.
|
Β
| Β |
H.
|
As
of the Certificate Effective Date of this Policy, each Residential
Loan
listed on the Schedule has a next due date of November 1, 2006
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.
|
Β
| Β |
I.
|
Each
Residential Loan listed on the Schedule will be serviced by the
Servicer
in a manner materially consistent with the Servicerβs Servicing
Guidelines. Any transfer of servicing to a counter party other
than the
Servicer requires the Companyβs prior written
approval.
|
Β
| Β |
J.
|
Each
Residential Loan listed on the Schedule was originated in compliance
with
all applicable laws and
regulations.
|
Β
| Β |
K.
|
None
of the Residential Loans listed on the attached Schedule are
secured by a
manufactured home, have combined loan to value > 100%, or are a second
lien loan.
|
Β
Β
Β
EXHIBIT
C
Β
FORM
OF
MORTGAGE LOAN PURCHASE AGREEMENT
Β
Β
Β
Β
OPTION
ONE MORTGAGE CORPORATION,
Β
as
Originator and Seller,
Β
OPTION
ONE MORTGAGE CAPITAL CORPORATION,
Β
as
Responsible Party and Seller
Β
OPTION
ONE OWNER TRUST 2001-1A,
OPTION
ONE OWNER TRUST 2001-2,
Β
OPTION
ONE OWNER TRUST 2002-3,
Β
OPTION
ONE OWNER TRUST 2003-4,
Β
OPTION
ONE OWNER TRUST 2003-5,
Β
OPTION
ONE OWNER TRUST 2005-6,
Β
OPTION
ONE OWNER TRUST 2005-7,
Β
OPTION
ONE OWNER TRUST 2005-8,
Β
OPTION
ONE OWNER TRUST 2005-9
Β
as
Sellers
Β
and
Β
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION,
Β
as
Purchaser
Β
MORTGAGE
LOAN PURCHASE AGREEMENT
Β
Dated
as
of January 19, 2007
Β
Fixed
Rate Mortgage Loans
Β
Option
One Mortgage Loan Trust 2007-FXD1
Asset-Backed
Certificates, Series 2007-FXD1
Β
Β
Table
of Contents
|
ARTICLE
I.
|
|
| Β | Β |
|
DEFINITIONS
|
|
| Β | |
|
Section
1.01
|
Definitions
|
| Β | Β |
|
ARTICLE
II.
|
|
| Β | Β |
|
SALE
OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
|
|
| Β | |
|
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.
|
| Β | Β |
|
ARTICLE
III.
|
|
| Β | Β |
|
REPRESENTATIONS
AND WARRANTIES; REMEDIES FOR BREACH
|
|
| Β | Β |
|
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
|
Seller
Trust Representations And Warranties
|
|
Section
3.04
|
Remedies
For Breach of Representations And Warranties
|
| Β | Β |
|
ARTICLE
IV.
|
|
| Β | Β |
|
ORIGINATOR'S
COVENANTS
|
|
| Β | Β |
|
Section
4.01
|
Covenants
of The Originator
|
| Β | |
|
ARTICLE
V.
|
|
| Β | Β |
|
INDEMNIFICATION
WITH RESPECT TO THE MORTGAGE LOANS
|
|
| Β | |
|
Section
5.01
|
Indemnification.
|
| Β | Β |
|
ARTICLE
VI.
|
|
| Β | Β |
|
TERMINATION
|
|
| Β | Β |
|
Section
6.01
|
Termination
|
| Β | Β |
|
ARTICLE
VII.
|
|
| Β | Β |
|
MISCELLANEOUS
PROVISIONS
|
|
| Β | Β |
|
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
|
Β
SCHEDULES
|
SCHEDULE
I
|
MORTGAGE
LOANS OWNED BY ORIGINATOR
|
|
SCHEDULE
II
|
MORTGAGE
LOANS OWNED BY OPTION ONE MORTGAGE CAPITAL CORPORATION
|
|
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 2005-7
|
|
SCHEDULE
X
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-8
|
|
SCHEDULE
XI
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST
2005-9
|
Β
MORTGAGE
LOAN PURCHASE AGREEMENT, dated as of January 19, 2007 (the βAgreementβ), among
Option One Mortgage Corporation (the βOriginatorβ), Option One Mortgage Capital
Corporation (the βResponsible Partyβ), Option One Owner Trust 2001-1A (βSeller
Trust 1Aβ), Option One Owner Trust 2001-2 (βSeller Trust 2β), Option One Owner
Trust 2002-3 (βSeller Trust 3β), Option One Owner Trust 2003-4 (βSeller Trust
4β), Option One Owner Trust 2003-5 (βSeller Trust 5β), Option One Owner Trust
2005-6 (βSeller Trust 6β), Option One Owner Trust 2005-7 (βSeller Trust 7β),
Option One Owner Trust 2005-8 (βSeller Trust 8β) and Option One Owner Trust
2005-9 (βSeller Trust 9β; 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 βSeller
Trustβ
and
collectively the βSeller
Trustsβ)
(the
Originator, the Responsible Party and each Seller Trust a βSellerβ and
collectively the βSellersβ) and Option One Mortgage Acceptance Corporation (the
βPurchaserβ).
Β
W
I T
N E S S E T H
Β
WHEREAS,
each Seller is the owner of (a) the notes or other evidence of indebtedness
(the
βMortgage Notesβ) so indicated on the applicable Schedule hereto referred to
below and (b) the other documents or instruments constituting the Mortgage
File
(collectively, the βMortgage Loansβ); and
Β
WHEREAS,
the Sellers, as of the date hereof, own the mortgages (the βMortgagesβ) on the
properties (the βMortgaged Propertiesβ) 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 responsible parties
on the
Mortgage Loans; and
Β
WHEREAS,
the parties hereto desire that the Sellers sell the Mortgage Loans to the
Purchaser pursuant to the terms of this Agreement; and
Β
WHEREAS,
each Seller Trust is an indirect subsidiary of the Originator and the Originator
is the administrator of each Seller Trust; and
Β
WHEREAS,
the Originator originated or acquired the Mortgage Loans and subsequently
sold
the Mortgage Loans to the applicable Seller Trust; and
Β
WHEREAS,
pursuant to the terms of a Pooling and Servicing Agreement dated as of
January
1, 2007 (the βPooling and Servicing Agreementβ) among the Purchaser as
depositor, the Originator as servicer and Xxxxx Fargo Bank, N.A. as trustee
(the
βTrusteeβ), the Purchaser will convey the Mortgage Loans to Option One Mortgage
Loan Trust 2007-FXD1 (the βTrustβ); and
Β
WHEREAS,
the Originator is 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
Β
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.
Β
NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
Β
ARTICLE
I.
Β
DEFINITIONS
Β
Section
1.01Β Β Definitions.
All
capitalized terms used but not defined herein and below shall have the
meanings
assigned thereto in the Pooling and Servicing Agreement.
Β
βORIGINATOR
INFORMATIONβ: The information in the Prospectus Supplement as follows: under
βSUMMARY OF TERMSβMortgage Loansβ, the first sentence under the fourth bullet
point under βRISK FACTORSβUnpredictability of Prepayments and Effect on Yields,β
the first two sentences under βRISK FACTORSβ Delinquency Status of the Mortgage
Loans,β the first sentence under βRISK FACTORSβInterest Only Mortgage Loansβ,
the fourth sentence in the third paragraph under βRISK FACTORSβPotential
Inadequacy of Credit Enhancement for the Class A Certificates, the second
sentence under βRISK FACTORSβHigh Loan-to-Value Ratios Increase Risk of Lossβ,
the third sentence under βRISK FACTORSβBalloon Loan Riskβ, the first two
sentences under βRISK FACTORSβSimultaneous Second Lien Riskβ, βTHE MORTGAGE
POOLβ, βTHE ORIGINATOR AND SPONSORβ, and the first sentence of the seventh
paragraph under βYIELD, PREPAYMENT AND MATURITY CONSIDERATIONSβ.
Β
ARTICLE
II.
Β
SALE
OF
MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Β
Section
2.01Β Β 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 Trustee to enter
into
the Interest Rate Swap Agreement and a Swap Administration Agreement on
behalf
of the Trust.
Β
Section
2.02Β Β 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 Trustee 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-XI to this Agreement and are hereby incorporated into and made
a
part of this Agreement.
Β
In
connection with any conveyance by the Sellers, the Originator shall on
behalf of
the Purchaser deliver to, and deposit with the Trustee, as assignee of
the
Purchaser, on or before the Closing Date, the following documents or instruments
with respect to each Mortgage Loan:
Β
(i)Β Β 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:
βPay
to the order of Xxxxx Fargo Bank, N.A., as Trustee, without recourseβ, 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;
Β
(ii)Β Β 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;
Β
(iii)Β Β an
original Assignment of Mortgage, in form and substance acceptable for recording.
The Mortgage shall be assigned either (A) in blank or (B) to βXxxxx Fargo Bank,
N.A., as Trustee, without recourseβ;
Β
(iv)Β Β an
original of any intervening assignment of Mortgage showing a complete chain
of
assignments;
Β
(v)Β Β the
original or a certified copy of lender's title insurance policy;
and
Β
(vi)Β Β the
original or copies of each assumption, modification, written assurance
or
substitution agreement, if any.
Β
The
Originator hereby confirms to the Purchaser and the Trustee 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 Trustee and constitute
part of the Trust in accordance with the terms of the Pooling and Servicing
Agreement.
Β
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 Trustee 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 Trustee 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
Trustee 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 Trustee or the Custodian, promptly upon receipt thereof. The Originator
shall deliver or cause to be delivered to the Trustee 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.
Β
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 Originator shall either repurchase or substitute
for such
Mortgage Loan pursuant to Section 2.03 of the Pooling and Servicing
Agreement.
Β
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.
Β
The
parties hereto intend that the transaction set forth herein be a sale by
the
Sellers to the Purchaser of all the applicable Sellerβs 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.
Β
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 Trustee, upon the earliest
to occur of: (i) reasonable direction by Holders of Certificates entitled
to at
least 25% of the Voting Rights, or the Certificate Insurer or the NIMS
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 Trustee 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 Trustee and
the
Trustee shall be reimbursed for such expenses by the Trust. The Originator
shall
furnish the Trustee, 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.
Β
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.
Β
Section
2.03Β Β Payment
of Purchase Price for the Mortgage Loans.Β
Β
(a)Β Β 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 βRetained Certificatesβ) which such Certificates shall be
registered in the name of the applicable Seller or a designee.
Β
|
Seller
|
Β |
Cash
Consideration
|
Β |
Percentage
Interest in
Retained
Certificates
|
Β | ||
|
Responsible
Party
|
Β |
$
|
1,871,096.00
|
Β | Β |
11.30%
|
Β
|
|
2001-1A
|
Β |
$
|
91,976,872.78
|
Β | Β |
0.14%
|
Β
|
|
2001-2
|
Β |
$
|
1,139,847.60
|
Β | Β |
22.13%
|
Β
|
|
2002-3
|
Β |
$
|
180,097,433.17
|
Β | Β |
6.78%
|
Β
|
|
2003-4
|
Β |
$
|
55,143,157.95
|
Β | Β |
16.34%
|
Β
|
|
2003-5
|
Β |
$
|
133,010,558.74
|
Β | Β |
14.27%
|
Β
|
|
2005-6
|
Β |
$
|
116,142,847.21
|
Β | Β |
8.27%
|
Β
|
|
2005-7
|
Β |
$
|
67,325,906.92
|
Β | Β |
7.43%
|
Β
|
|
2005-8
|
Β |
$
|
60,437,392.85
|
Β | Β |
13.11%
|
Β
|
|
2005-9
|
Β |
$
|
106,667,324.59
|
Β | Β |
0.23%
|
Β
|
Β
(b)Β Β 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 Purchaserβs counsel, fees of the Rating Agencies requested to rate
the Certificates, accountantβs fees and expenses and the fees and expenses of
the Trustee and other out-of-pocket costs, if any.
Β
ARTICLE
III.
Β
REPRESENTATIONS
AND WARRANTIES; REMEDIES FOR BREACH
Β
Section
3.01Β Β Representations
and Warranties Relating to the Mortgage Loans.Β
Β
(a)Β Β The
Originator and the Responsible Party 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:
Β
(1)Β Β The
applicable Seller has good title to and is the sole owner and holder of
the
related Mortgage Loans;
Β
(2)Β Β 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;
Β
(3)Β Β 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;
Β
(4)Β Β The
information set forth on each 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;
Β
(5)Β Β 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;
Β
(6)Β Β 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);
Β
(7)Β Β The
related Mortgage is a valid and enforceable first 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 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 and (iii) other matters to which like properties
are
commonly subject which do not materially interfere with the benefits of
the
security intended to be provided by such Mortgage;
Β
(8)Β Β 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;
Β
(9)Β Β As
of
December 30, 2006, approximately 0.52% of the Group I Mortgage Loans,
approximately
0.37% of the Group II Mortgage Loans and
approximately 0.76% of the Group III Mortgage Loans (in each case, by aggregate
principal balance of the related Loan Group as of the Cut-off Date) are
30-59
days delinquent.
Β
(10)Β Β None
of
the Originator, the Responsible Party 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;
Β
(11)Β Β None
of
the Originator, the Responsible Party 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;
Β
(12)Β Β 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 Schedule
of
Mortgage Loans), nor has any instrument been executed that would effect
any such
release, cancellation, subordination or rescission;
Β
(13)Β Β 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;
Β
(14)Β Β To
the
Originatorβs and the Responsible Partyβs knowledge, there is no proceeding
pending for the total or partial condemnation and no eminent domain proceedings
pending affecting any Mortgaged Property;
Β
(15)Β Β 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;
Β
(16)Β Β 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. Neither the Originator, any Seller Trust nor any
affiliate of the Originator, the Responsible Party or any Seller Trust
has
waived any default, breach, violation or event of acceleration;
Β
(17)Β Β 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;
Β
(18)Β Β To
the
Originatorβs and the Responsible Partyβs knowledge, 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;
Β
(19)Β Β 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 Originatorβs best knowledge, no material
litigation or lawsuit relating to the Mortgage Loan is pending;
Β
(20)Β Β The
Mortgaged Property for each Mortgage Loan is insured under a hazard insurance
policy (βHazard Insuranceβ) 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 βco-insurance provisions,β 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 (βFEMAβ) 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;
Β
(21)Β Β 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;
Β
(22)Β Β 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;
Β
(23)Β Β 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;
Β
(24)Β Β To
the
Originatorβs and the Responsible Partyβs 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;
Β
(25)Β Β 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;
Β
(26)Β Β To
the
best of the Originatorβs 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 βdoing businessβ and licensing
requirements of the laws of the state wherein the Mortgaged Property is
located;
Β
(27)Β Β 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;
Β
(28)Β Β 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;
Β
(29)Β Β (i)
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;
Β
(30)Β Β 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;
Β
(31)Β Β 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;
Β
(32)Β Β 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 βbuydownβ
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;
Β
(33)Β Β As
of the
origination date of each Mortgage Loan, the related Mortgaged Property
is
lawfully permitted to be occupied under applicable law;
Β
(34)Β Β 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. The Mortgage Loan has been serviced in accordance with
the
terms of the Mortgage Note.
Β
(35)Β Β 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;
Β
(36)Β Β 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;
Β
(37)Β Β 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;
Β
(38)Β Β 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;
Β
(39)Β Β 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;
Β
(40)Β Β The
Mortgage Loans were not intentionally selected by the related Seller in
a manner
intended to adversely affect the Purchaser or the Trust;
Β
(41)Β Β [reserved];
Β
(42)Β Β The
Mortgage Loans have original terms to maturity ranging from 10 to 30
years;
Β
(43)Β Β 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 an loan-to-value-ratio that was less
than
or equal to 100%;
Β
(44)Β Β With
respect to each Mortgage Loan, the Mortgage Note related thereto bears
a fixed
Mortgage Rate or 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;
Β
(45)Β Β No
Mortgage Loan underlying the security is covered by the Home Ownership
and
Equity Protection Act of 1994 (βHOEPAβ) and no mortgage loan is in violation of
any comparable state law;
Β
(46)Β Β 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;
Β
(47)Β Β [reserved];
Β
(48)Β Β Each
Mortgage Note is comprised of one original promissory note and each such
promissory note constitutes an βinstrumentβ for purposes of section 9-102(a)(65)
of the UCC;
Β
(49)Β Β No
Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
is
governed by the Georgia Fair Lending Act;
Β
(50)Β Β 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;
Β
(51)Β Β None
of
the Mortgage Loans are High Cost as defined by the applicable predatory
and
abusive lending laws;
Β
(52)Β Β No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the then current Standard & Poorβs LEVELS Glossary
which is now Version 5.7, Appendix E);
Β
(53)Β Β Each
Mortgage Loan is a βqualified mortgageβ under Section 860G(a)(3);
Β
(54)Β Β No
mortgage loan in the trust is a βhigh cost home,β βcoveredβ (excluding home
loans defined as βcovered home loansβ in the New Jersey Home Ownership Security
Act of 2002 that were originated between November 26, 2003 and July 7,
2004),
βhigh risk homeβ or βpredatoryβ 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).
Β
(55)Β Β 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 lessorβs consent (or the lessorβs 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 lesseeβs 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;
Β
(56)Β Β Each
of
the 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, there 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); and
Β
(57)Β Β 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.
Β
(b)Β Β The
Originator and the Responsible Party 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:
Β
(1)Β Β Each
Group I Mortgage Loan had a Principal Balance at origination which conformed
with Xxxxxx Xxx guidelines;
Β
(2)Β Β 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;
Β
(3)Β Β The
methodology used in underwriting the extension of credit for each Group
I
Mortgage Loan employs 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;
Β
(4)Β Β 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 Loanβs 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 Loanβs 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 borrowerβs default in making the loan payments;
Β
(5)Β Β No
borrower was required to purchase any single premium credit insurance policy
(e.g., life, mortgage, disability, accident, unemployment, or health insurance
product) or debt cancellation agreement as a condition of obtaining the
extension of credit. No borrower obtained a prepaid single premium credit
insurance policy (e.g., life, mortgage, disability, accident, unemployment,
or
health insurance product) or debt cancellation agreement 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 (e.g.,
life,
mortgage, disability, accident, unemployment, or health insurance product)
or
debt cancellation agreements as part of the origination of, or as a condition
to
closing, such Group I Mortgage Loan;
Β
(6)Β Β 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 βpoints and feesβ (whether or not financed)
in an amount that exceeds the greater of (i) $1,000 or (ii) 5% of the principal
amount of such loan, (such 5% limitation is calculated in accordance with
Xxxxxx
Maeβs requirements as set forth in the Xxxxxx Xxx Selling Guide).
Β
(7)Β Β 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;
Β
(8)Β Β No
Mortgage Loan originated on or after March 7, 2003 is a βhigh cost home loanβ as
defined under the Georgia Fair Lending Act;
Β
(9)Β Β 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;
Β
(10)Β Β The
Servicer will transmit full-file credit reporting data for each Group I
Mortgage
Loan pursuant to Xxxxxx Xxx Guide Announcement 95-19 and that for each
Group I
Mortgage Loan, Master Servicer agrees it shall report one of the following
statuses each month as follows: new origination, current, delinquent (30-,
60-,
90-days, etc.), foreclosed, or charged-off;
Β
(11)Β Β No
Mortgage Loan is a βHigh Cost Home Loanβ as defined in New York Banking Law
6-1;
Β
(12)Β Β No
Group
I Mortgage Loan is a βHigh Cost Home Loanβ as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 or 2003);
Β
(13)Β Β No
Group
I Mortgage Loan is a βHigh Cost Home Loanβ as defined in Kentucky high-cost loan
statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);
Β
(14)Β Β No
Mortgage Loan is a βHigh-Cost Home Loanβ as defined in the New Jersey Home
Ownership Act effective November 27, 2003 (N.J.S.A. 46; 10B-22 et
seq.);
Β
(15)Β Β No
Group
I Mortgage Loan is a High-Cost Home Loanβ as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. Xxx. Β§ 58-21A-1 et
seq.);
Β
(16)Β Β No
Group
I Mortgage Loan is a βHigh-Risk Home Loanβ as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
Β
(17)Β Β No
Group
I Mortgage Loan is a balloon mortgage loan that has an original stated
maturity
of less than seven (7) years;
Β
(18)Β Β 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;
Β
(19)Β Β No
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 loans originated prior to such date, and any non-subprime loans, will
not
impose prepayment penalties in excess of five years;
Β
(20)Β Β
With
respect to each mortgage loan underlying the security, no borrower obtained
a
prepaid single-premium credit-life, credit disability, credit unemployment
or
credit property insurance policy in connection with the origination of
the
mortgage loan;
Β
(21)Β Β No
Group
I Mortgage Loan that was originated on or after October 31, 2004, is subject
to
mandatory arbitration except when the terms of the arbitration also contain
a
waiver provision that provides that in the event of a sale or transfer
of the
Group I Mortgage Loan or interest in the Group I Mortgage Loan to Xxxxxx
Xxx,
the terms of the arbitration are null and void and cannot be reinstated.
The
originator hereby covenants that the seller or servicer of the Group I
Mortgage
Loan, as applicable, will notify the borrower in writing within 60 days
of the
sale or transfer of the Group I Mortgage Loan to Xxxxxx Mae that the terms
of
the arbitration are null and void.β
Β
(22)Β Β With
respect to any mortgage loans, the Originator offered the borrower mortgage
loan
products offered by such Originator, or any affiliate of such Originator,
for
which the borrower qualified;
Β
(23)Β Β With
respect to any mortgage loans that are on manufactured housing, such housing
will be the principal residence of the borrower upon origination of the
mortgage
loan;
Β
(24)Β Β 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;
Β
(25)Β Β There
are
no seasoned Group I Mortgage Loans;
(26)Β Β [Reserved];
Β
(27)Β Β [Reserved];
Β
(28)Β Β [Reserved];
Β
(29)Β Β 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 (βHOEPAβ) 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;
Β
(30)Β Β No
Group
I Mortgage Loan is a βHigh-Cost Home Mortgage Loanβ as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7,
2004
(Mass. Xxx. Laws Ch. 183C);
Β
(31)Β Β No
Group
I Mortgage Loan is a βHigh Cost Home Loanβ as defined in the Indiana Home Loan
Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1
through
24-9-9); and
Β
(32)Β Β Each
Group I Mortgage Loan is in compliance with the anti-predatory lending
eligibility for purchase requirements of Xxxxxx Maeβs Selling
Guide.
Β
(c)Β Β The
Originator and the Responsible Party hereby represent and warrant to the
Purchaser and the Certificate Insurer, with respect to the Group II Mortgage
Loans as of the Closing Date or as of such date specifically provided
herein:
Β
(1)Β Β Each
Group II Mortgage Loan had a Principal Balance at origination which conformed
with Xxxxxxx Mac guidelines;
Β
(2)Β Β Each
Group II Mortgage Loan in the trust at the time it was made complied in
all
material respects with applicable local, state, and federal laws, including,
but
not limited to, all applicable predatory, abusive and fair lending
laws;
Β
(3)Β Β No
refinance or purchase money mortgage loan in the trust has an APR or total
points and fees that exceed the thresholds set by the Home Ownership and
Equity
Protection Act of 1994 (βHOEPAβ) 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;
Β
(4)Β Β There
is
no Group II Mortgage Loan in the trust that was originated on or after
October
1, 2002 and before March 7, 2003, which is governed by the Georgia Fair
Lending
Act;
Β
(5)Β Β No
Group
II Mortgage Loan in the trust is a βhigh cost home,β βcoveredβ (excluding home
loans defined as βcovered home loansβ in the New Jersey Home Ownership Security
Act of 2002 that were originated between November 26, 2003 and July 7,
2004),
βhigh risk homeβ or βpredatoryβ 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);
Β
(6)Β Β With
respect to each Group II Mortgage Loan underlying the Security, no borrower
obtained a prepaid single-premium credit-life, credit disability, credit
unemployment or credit property insurance policy in connection with the
origination of the mortgage loan;
Β
(7)Β Β With
respect to any Group II Mortgage Loan underlying the Security that contains
a
provision permitting imposition of a penalty upon a prepayment prior to
maturity: (a) the mortgage loan provides some benefit to the borrower (e.g.
a
rate or fee reduction) in exchange for accepting such prepayment penalty;
(b)
the mortgage loanβs originator had a written policy of offering the borrower, or
requiring third-party brokers to offer the borrower, the option of obtaining
a
mortgage loan that did not require payment of such a penalty; (c) the prepayment
penalty was adequately disclosed to the borrower pursuant to applicable
state
and federal law; (d) no subprime loan originated on or after October 1,
2002
underlying the Security will provide for prepayment penalties for a term
in
excess of three years and any loans originated prior to such date, and
any
non-subprime loans, will not provide for prepayment penalties for a term
in
excess of five years; unless the loan was modified to reduce the prepayment
period to no more than three years (in the case of subprime loans) or five
years
(in the case of non-subprime loans) from the date of the note and the borrower
was notified in writing of such reduction in prepayment period; and (e)
such
prepayment penalty shall not be imposed in any instance where the mortgage
loan
is accelerated or paid off in connection with the workout of a delinquent
mortgage or due to the borrowerβs default, notwithstanding that the terms of the
mortgage loan or state or federal law might permit the imposition of such
penalty;
Β
(8)Β Β The
servicer for each mortgage loan underlying the Security has fully furnished,
in
accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information (i.e., favorable and unfavorable) on
its
borrower credit files to Equifax, Experian, and Trans Union Credit Information
Company (three of the credit repositories), on a monthly basis;
Β
(9)Β Β The
servicer for each Group II Mortgage Loan underlying the Security will fully
furnish, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (i.e., favorable and unfavorable)
on its borrower credit files to Equifax, Experian, and Trans Union Credit
Information Company (three of the credit repositories), on a monthly
basis;
Β
(10)Β Β With
respect to each Group II Mortgage Loan underlying the Security, the borrower
was
not encouraged or required to select a mortgage loan product offered by
the
mortgage loanβs originator which is a higher cost product designed for less
creditworthy borrowers, taking into account such facts as, without limitation,
the mortgage loanβs requirements and the borrowerβs credit history, income,
assets and liabilities. For a borrower who seeks financing through a mortgage
loan originatorβs higher-priced subprime lending channel, the borrower should be
directed towards or offered the mortgage loan originatorβs standard mortgage
line if the borrower is able to qualify for one of the standard
products;
Β
(11)Β Β The
methodology used in underwriting the extension of credit for each Group
II
Mortgage Loan in the trust did not rely solely on the extent of the borrowerβs
equity in the collateral as the principal determining factor in approving
such
extension of credit. The methodology employed objective criteria such as
the
borrowerβs income, assets and liabilities, to the proposed mortgage payment and,
based on such methodology, the mortgage loanβs originator made a reasonable
determination that at the time of origination the borrower had the ability
to
make timely payments on the mortgage loan;
Β
(12)Β Β No
borrower under a Group II Mortgage Loan in the trust was charged βpoints and
feesβ in an amount greater than (a) $1,000 or (b) 5% of the principal amount
of
such mortgage loan, whichever is greater. For purposes of this representation,
βpoints and feesβ (x) include origination, underwriting, broker and finderβs
fees and charges that the lender imposed as a condition of making the 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 attorneysβ 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, which miscellaneous fees and charges, in
total,
do not exceed 0.25 percent of the loan amount;
Β
(13)Β Β With
respect to any Group II Mortgage Loan originated on or after August 1,
2004 and
underlying the Security, 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;
Β
(14)Β Β No
manufactured housing units underlie the Security;
Β
(15)Β Β The
original principal balance of each Group II Mortgage Loan underlying the
security must be within Xxxxxxx Macβs dollar amount limits for conforming
one-to-four-family mortgage loans;
Β
(16)Β Β No
first
lien Group II Mortgage Loan underlying the Security has an original principal
balance that exceeds the applicable Xxxxxxx Mac loan limit;
Β
(17)Β Β With
respect to any subordinate lien Group II Mortgage Loan underlying the Security,
such lien is on a one- to four-family residence that is (or will be) the
principal residence of the borrower;
Β
(18)Β Β No
subordinate lien Group II Mortgage Loan underlying the Security has an
original
principal balance that exceeds one-half of the one-unit limitation for
first
lien mortgage loans, i.e., $208,500 (in Alaska, Guam, Hawaii or Virgin
Islands:
$312,750), without regard to the number of units;
Β
(19)Β Β The
original principal balance of the first lien Group II Mortgage Loan plus
the
original principal balance of any subordinate lien mortgage loans relating
to
the same mortgaged property does not exceed the applicable Xxxxxxx Mac loan
limit for first lien mortgage loans for that property type; and
Β
(20)Β Β There
are
no seasoned Group II Mortgage Loans.
Β
Section
3.02Β Β 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:
Β
(i)Β Β 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;
Β
(ii)Β Β 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;
Β
(iii)Β Β 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;
Β
(iv)Β Β 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;
Β
(v)Β Β 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;
Β
(vi)Β Β 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;
Β
(vii)Β Β 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;
Β
(viii)Β Β 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;
Β
(ix)Β Β 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;
Β
(x)Β Β 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;
Β
(xi)Β Β 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
Β
(xii)Β Β The
Originator has not transferred the Mortgage Loans with any intent to hinder,
delay or defraud any of its creditors.
Β
Section
3.03Β Β Responsible
Party Representations and Warranties.
The
Responsible Party represents and warrants to the Purchaser that as of each
Closing Date:
Β
(a)Β Β The
Responsible Party is a corporation duly organized, validly existing and
in good
standing under the laws of the State of Delaware and has all licenses necessary
to carry on its business as now being conducted and is licensed, qualified
and
in good standing in each state where a 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 Responsible Party, and in any event the Responsible
Party is in compliance with the laws of any such state to the extent necessary
to ensure the enforceability of the related Mortgage Loan in accordance
with the
terms of this Agreement; the Responsible Party has the full corporate 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
Responsible Party 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 Responsible Party; and all requisite
corporate action has been taken by the Responsible Party to make this Agreement
valid and binding upon the Responsible Party in accordance with its
terms;
Β
(b)Β Β The
consummation of the transactions contemplated by this Agreement are in
the
ordinary course of business of the Responsible Party;
Β
(c)Β Β Neither
the execution and delivery of this Agreement, or the transactions contemplated
hereby, nor the fulfillment of or compliance with the terms and conditions
of
this Agreement, will conflict with or result in a breach of any of the
terms,
conditions or provisions of the Responsible Partyβs charter or by-laws or any
legal restriction or any agreement or instrument to which the Responsible
Party
is now a party or by which it is bound, or constitute a default or result
in an
acceleration under any of the foregoing, or result in the violation of
any law,
rule, regulation, order, judgment or decree to which the Responsible Party
or
any of its property is subject, or impair the ability of the Purchaser
to
realize on the Mortgage Loans, or impair the value of the Mortgage
Loans;
Β
(d)Β Β The
Responsible Party 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;
Β
(e)Β Β There
is
no action, suit, proceeding or investigation pending or, to the Responsible
Partyβs knowledge, threatened against the Responsible Party, as applicable,
which, either in any one instance or in the aggregate, may result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Responsible Party, or in any material impairment
of
the right or ability of the Responsible Party to carry on its business
substantially as now conducted, or in any material liability on the part
of the
Responsible Party, or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Responsible Party contemplated herein,
or
which would be likely to impair materially the ability of the Responsible
Party
to perform under the terms of this Agreement;
Β
(f)Β Β No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Responsible
Party of or compliance by the Responsible Party with this Agreement as
evidenced
by the consummation of the transactions contemplated by this Agreement,
or if
required, such approval has been obtained prior to the related Closing
Date;
Β
(g)Β Β The
Responsible Party has determined that the disposition of the Mortgage Loans
pursuant to this Agreement will be afforded sale treatment for accounting
and
tax purposes;
Β
(h)Β Β The
Responsible Party has not dealt with any broker, investment banker, agent
or
other person that may be entitled to any commission or compensation in
connection with the sale of the Mortgage Loans; and
Β
(i)Β Β The
consideration received by the Responsible Party upon the sale of the Mortgage
Loans under this Agreement constitutes fair consideration and reasonably
equivalent value for the Mortgage Loans.
Β
Section
3.04Β Β 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:
Β
(a)Β Β 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;
Β
(b)Β Β 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;
Β
(c)Β Β 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;
Β
(d)Β Β 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
Β
(e)Β Β 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;
Β
(f)Β Β The
Seller Trust has not transferred the Mortgage Loans to the Purchaser with
any
intent to hinder, delay or defraud any of its creditors;
Β
(g)Β Β 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;
Β
(h)Β Β 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;
Β
(i)Β Β 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
Β
(j)Β Β 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 βLienβ); 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.
Β
Section
3.05Β Β 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, 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 the best knowledge of the Originator or as to which the Originator 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 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 Originator shall take such action described
in the following paragraphs of this Section 3.04 in respect of such Mortgage
Loan. Upon discovery by either the Originator, the Servicer 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) (32) Section
3.01(c)
)(1), (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14),
(15), (16), (17), (18), (19) and (20), will be deemed to materially and
adversely affect the value of the related Mortgage Loan or the interest
of the
Purchaser.
Β
Within
120 days of the earlier of either discovery by or notice to the Originator
or
the Responsible Party of any breach of a representation or warranty made
by the
Originator or the Responsible Party that materially and adversely affects
the
value of a Mortgage Loan or the Mortgage Loans or the interest therein
of the
Purchaser, the Responsible Party shall use its best efforts promptly to
cure
such breach in all material respects and, if such breach cannot be cured,
the
Responsible Party 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 3.02 and such breach cannot
be
cured within 120 days of the earlier of either discovery by or notice to
the
Originator or the Responsible Party of such breach, all of the Mortgage
Loans
shall, at the Purchaser's option, be repurchased by the Responsible Party
at the
Purchase Price. The Responsible Party may, at the request of the Purchaser
and
assuming the Responsible Party 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 Responsible Party 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 3.03 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.
Β
At
the
time of substitution or repurchase of any deficient Mortgage Loan, the
Purchaser
and the Responsible Party shall arrange for the reassignment of the repurchased
or substituted Mortgage Loan to the Responsible Party and the delivery
to the
Responsible Party of any documents held by the Trustee relating to the
deficient
or repurchased Mortgage Loan. In the event the Purchase Price is deposited
in
the Collection Account, the Responsible Party shall, simultaneously with
such
deposit, give written notice to the Purchaser 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.
Β
As
to any
Deleted Mortgage Loan for which the Responsible Party substitutes a Qualified
Substitute Mortgage Loan or Loans, the Responsible Party 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. The Responsible Party 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 Responsible Party. 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 Responsible Party shall thereafter
be
entitled to retain all amounts subsequently received by the Responsible
Party 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 Responsible Party 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
and
3.02.
Β
In
the
event that the Responsible Party does not meet any of its obligations as
and
when described under this Section 3.05 then the Originator shall perform
such
obligation within 1 business day of such Responsible Partyβs
breach.
Β
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.
Β
It
is
understood and agreed that the obligations of the Originator or the Responsible
Party 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.
Β
ARTICLE
IV.
Β
ORIGINATOR'S
COVENANTS
Β
Section
4.01Β Β Covenants
of The Originator.
The
Originator hereby covenants that except for the transfer hereunder, none
of the
Originator, the Responsible Party or any Seller Trust 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, the Responsible Party
or any
Seller Trust; provided, however, that nothing in this Section 4.01 shall
prevent
or be deemed to prohibit the Originator, the Responsible Party or any Seller
Trust 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, the Responsible Party 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.
Β
ARTICLE
V.
Β
INDEMNIFICATION
WITH RESPECT TO THE MORTGAGE LOANS
Β
Section
5.01Β Β Indemnification.Β
Β
(a)Β Β The
Originator agrees to indemnify and hold harmless the Purchaser, the Certificate
Insurer, each of its 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 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
Prospectus Supplement or any amendment or supplement to the 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 Prospectus Supplement or any amendment or supplement
to the
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 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.
Β
(b)Β Β The
Purchaser agrees to indemnify and hold harmless each Seller Trust, the
Certificate Insurer, the Responsible Party and the Originator, each of
their
respective officers, directors and each person or entity who controls each
Seller Trust, the Certificate Insurer, the Responsible Party, the Originator
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 Responsible Party, 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
for any
legal or other expenses incurred by such Seller Trust, the Certificate
Insurer,
the Responsible Party, the Originator, 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
Prospectus Supplement or any amendment or supplement to the Prospectus
Supplement or the omission or the alleged omission to state therein a material
fact necessary in order to make the statements in the Prospectus Supplement
or
any amendment or supplement to the 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 Prospectus
Supplement. This indemnity agreement will be in addition to any liability
which
the Purchaser may otherwise have.
Β
(c)Β Β 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.
Β
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.
Β
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 or by the Responsible
Party, if the indemnified parties in this Article V consist of the Responsible
Party.
Β
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.
Β
(d)Β Β 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, the Responsible Party 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 Responsible Party,
the
Originator and the Purchaser in such proportions as shall be appropriate
to
reflect the relative benefits received by each Seller Trust, the Responsible
Party 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 and the Responsible Party from the sale of the related Mortgage
Loans and the Originator 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 or the
Responsible Party, each officer of the Originator and the Responsible Party,
and
each person, if any, who controls the Originator or the Responsible Party
within
the meaning of Section 15 of the Securities Act shall have the same rights
to
contribution as the Originator or the Responsible Party and 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.
Β
(e)Β Β The
Originator agrees to indemnify and to hold each of the Purchaser, the Trustee,
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 or (ii) arising
from a
breach by the Originator of its representations and warranties in Section
3.01
and 3.02 of this Agreement. The Originator shall immediately notify the
Purchaser, 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 Trustee or any such
person or entity and/or any Certificateholder in respect of such
claim.
Β
ARTICLE
VI.
Β
TERMINATION
Β
Section
6.01Β Β 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.
Β
ARTICLE
VII.
Β
MISCELLANEOUS
PROVISIONS
Β
Section
7.01Β Β Amendment.
This
Agreement may be amended from time to time, with the consent of the NIMS
Insurer, if any, by the Originator, each Seller Trust and the Purchaser,
by
written agreement signed by the Originator, the Responsible Party, each
Seller
Trust and the Purchaser.
Β
Section
7.02Β Β 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.
Β
Section
7.03Β Β 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:
Β
if
to the
Originator:
Β
Option
One Mortgage Corporation
3
Ada
Xxxxxx,
XX 00000
Attention:
C. Xxxxxx Xxxxxx
Β
or
such
other address as may hereafter be furnished to the Purchaser, the Responsible
Party and any Seller Trust in writing by the Originator.
Β
if
to the
Purchaser:
Β
Option
One Mortgage Acceptance Corporation
3
Ada
Xxxxxx,
XX 00000
Attention:
C. Xxxxxx Xxxxxx
Β
or
such
other address as may hereafter be furnished to any Seller, the Responsible
Party
and the Originator in writing by the Purchaser.
Β
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 2005-7
Option
One Owner Trust 2005-8
Option
One Owner Trust 2005-9
c/o
Wilmington Trust Company
One
Xxxxxx Square North
0000
Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Trust Administration
Β
or
such
other address as may hereafter be furnished to the Originator and the Purchaser
in writing by the related Seller.
Β
If
to the
Obligor:
Β
Option
One Mortgage Capital Corporation
3
Ada
Xxxxxx,
XX 00000
Attention:
C. Xxxxxx Xxxxxx
or
such
other address as may hereafter be furnished to any Seller, the Purchaser
and the
Originator in writing by the Obligor.
Β
Section
7.04Β Β 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.
Β
Section
7.05Β Β 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.
Β
Section
7.06Β Β 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.
Β
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.
Β
Section
7.07Β Β 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.
Β
Section
7.08Β Β 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 Certificate Insurer
and
the NIMs Insurer, if any. The NIMs Insurer, if any, and 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 Trustee 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 Trustee and to
the
enforcement or exercise of any right or remedy against each Seller or the
Originator pursuant to this Agreement by the Trustee. Such enforcement
of a
right or remedy by the Trustee shall have the same force and effect as
if the
right or remedy had been enforced or exercised by the Purchaser
directly.
Β
Section
7.09Β Β Survival.
The
representations and warranties set forth in Sections 3.01, 3.02 and 3.03
and the
provisions of Article V hereof shall survive the purchase of the Mortgage
Loans
hereunder.
Β
Section
7.10Β Β 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.
Β
IN
WITNESS WHEREOF, each Seller, the Originator 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.
| Β | Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE ACCEPTANCE
CORPORATION,
as
Purchaser
|
|||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
Name:
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
Title:
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE CORPORATION,
as
Originator
|
|||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
Name:
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
Title:
|
Β | ||||||
Β
| Β | Β | Β | Β | Β | Β | Β |
OPTION
ONE MORTGAGE CAPITAL
CORPORATION
|
|||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
Name:
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
Title:
|
Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
OPTION
ONE OWNER TRUST 2001-1A,
as
a Seller
|
|||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
Name:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
Title:
|
Β |
Β
| Β | Β | Β | Β | Β | Β | Β |
OPTION
ONE OWNER TRUST 2001-2,
as
a Seller
|
|||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
Name:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
Title:
|
Β |
Β
| Β | Β | Β | Β | Β | Β | Β |
OPTION
ONE OWNER TRUST 2002-3,
as
a Seller
|
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| Β | Β | Β | Β | Β | Β | Β |
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
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By:
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Name:
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| Β | Β | Β | Β | Β | Β | Β |
Title:
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Β
| Β | Β | Β | Β | Β | Β | Β |
OPTION
ONE OWNER TRUST 2003-4,
as
a Seller
|
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| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
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| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
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By:
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Name:
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| Β | Β | Β | Β | Β | Β | Β |
Title:
|
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Β
| Β | Β | Β | Β | Β | Β | Β |
OPTION
ONE OWNER TRUST 2003-5,
as
a Seller
|
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| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
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| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
Name:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
Title:
|
Β |
Β
| Β | Β | Β | Β | Β | Β | Β |
OPTION
ONE OWNER TRUST 2005-6,
as
a Seller
|
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| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
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| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
By:
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Β |
| Β | Β | Β | Β | Β | Β | Β |
Name:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
Title:
|
Β |
Β
| Β | Β | Β | Β | Β | Β | Β |
OPTION
ONE OWNER TRUST 2005-7,
as
a Seller
|
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| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
Name:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
Title:
|
Β |
Β
| Β | Β | Β | Β | Β | Β | Β |
OPTION
ONE OWNER TRUST 2005-8,
as
a Seller
|
|||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
Name:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
Title:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
OPTION
ONE OWNER TRUST 2005-9,
as
a Seller
|
|||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | Β | |
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | ||||||
| Β | Β | Β | Β | Β | Β | Β |
By:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
Name:
|
Β |
| Β | Β | Β | Β | Β | Β | Β |
Title:
|
Β |
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
Β
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 2005-7
AVAILABLE
UPON REQUEST
SCHEDULE
X
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-8
AVAILABLE
UPON REQUEST
SCHEDULE
XI
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-9
AVAILABLE
UPON REQUEST
Β
Β
EXHIBIT
D
Β
MORTGAGE
LOAN SCHEDULE
Loan Number City State Zip Code Current Balance Original Balance
-----------------------------------------------------------------------------------------------------------------------------------
101057091 XXXXX XX 00000 74,403.65 75,375.00
831064636 XXXXXXXXX XX 00000 116,271.72 116,800.00
831065514 XXXXXXX XX 00000 313,851.22 315,000.00
831065250 XXXXXXX XX 00000 159,185.34 160,000.00
831065261 XXXXXXXXX XX 00000 232,391.16 233,100.00
831065498 XXXXX XX 00000 224,521.87 225,250.00
831065499 XXXXXX XXXXX XX 00000 254,103.52 255,000.00
551014516 XXXXXX XX 00000 321,334.40 322,400.00
831065218 XXXX XX 0000 296,834.54 297,500.00
831065468 Xxxxxxxxxxxx XX 00000 194,345.18 194,800.00
831065470 XXXXXXXXXXXX XX 00000 100,580.45 100,750.00
831065639 XXXXXXXXXX XXX XX 0000 211,098.26 211,600.00
831065582 XXXXXXXXXXXX XX 00000 77,872.05 78,200.00
551016643 XXX XXXXXXX XX 00000 150,600.97 152,000.00
551016399 XXXX XXXXX XX 00000 102,581.01 102,736.00
551016048 XXXXXXXXXX XX 00000 136,092.86 136,444.00
331046657 XXXXXXX XX 00000 507,235.79 508,500.00
511048640 XXXXXXX XXXXXXX XX 00000 99,767.28 100,000.00
511048141 XXXXXXXX XXXXX XX 00000 298,756.02 300,000.00
101059100 XX XXXXX XX 00000 83,702.71 84,000.00
551014361 XXXXXXXX XX 00000 52,680.29 52,800.00
661017401 XXXXXXXXX XX 00000 344,069.23 344,760.00
831066283 XXXXXXXXX XX 00000 146,164.20 146,400.00
331047963 XXXXXXXX XX 00000 324,618.42 325,000.00
101058948 XXXXXX XX 00000 89,807.06 90,000.00
101059276 XXXXXX XX 00000 116,408.76 116,800.00
171033571 XXXXXXX XX 00000 83,892.26 84,000.00
191031380 XXXXX XX 00000 149,889.98 150,000.00
551016604 XXXXX XX 00000 105,481.78 105,600.00
581010511 XXXXX XX 00000 276,668.47 277,500.00
671013431 XXXXXXXX XX 00000 331,018.16 331,500.00
101059622 XXXXXXXXXXX XX 00000 83,847.88 84,000.00
101058871 XXXXX XXXX XX 00000 165,995.65 166,300.00
101058875 XXXXXXXXX XX 00000 158,812.12 159,200.00
101059183 XXXXXX XX 00000 206,421.48 207,200.00
101059384 XX XXXX XX 00000 105,328.65 105,600.00
841016811 XXXXXX XX 00000 125,891.84 126,000.00
841016884 XXXXXXX XX 00000 331,497.60 332,350.00
831066380 XXXX XXXX XXXXX XX 00000 157,194.70 157,700.00
831066018 XXXXXXXX XX 00000 298,725.27 300,000.00
831066016 XXXXXXXX XX 00000 137,276.97 138,000.00
831066015 XXXXXX XX 00000 168,022.16 168,300.00
331047605 XXXXXXXXX XX 00000 154,833.12 155,000.00
511048675 XXXXXXXXXXX XX 00000 345,415.19 346,181.00
101058789 XXXXXXXXXXXXX XX 00000 139,051.57 139,400.00
101058977 XXXXX XXXX XX 00000 139,660.63 140,000.00
191031263 XXXXXXX XX 00000 116,749.89 116,910.00
171033248 XXXXX XXXX XX 00000 290,103.72 290,698.00
51066982 XXXXXX XX 00000 182,779.16 183,200.00
101059003 XXXXX XX 00000 91,902.98 92,000.00
141055629 XXXXXXXX XX 00000 317,497.09 318,500.00
681013297 XXXXXX XX 0000 376,531.21 377,000.00
101058660 XXXXXX XX 00000 95,061.87 95,380.00
101059578 XXXXXXXXX XX 00000 118,174.81 118,400.00
101059327 XXXXXX XX 00000 115,791.05 116,000.00
191031779 XXXXX XXXXX XX 00000 49,500.24 50,000.00
831065959 XXX XXXXXXXXXX XX 00000 247,894.82 248,250.00
691009301 XXXXXXXX XX 00000 79,842.40 80,000.00
671013916 XXXXXX XX 00000 216,232.98 216,600.00
71073424 XXXXX XX 00000 131,747.97 132,000.00
51068281 XXXXX XX 00000 177,581.89 178,000.00
651020335 XXXXXXXX XXXXX XX 00000 149,266.00 149,600.00
831066255 XXXXXX XXXXXXX XX 00000 411,324.00 412,500.00
831066252 XXXXXXXX XXXX XX 00000 367,713.49 369,000.00
831066217 XXXXXXXX XX 00000 357,614.16 358,000.00
831066230 XXXXX XX 00000 458,396.24 460,000.00
371036115 XXXXXXXXXXXX XX 00000 207,583.71 208,000.00
101059673 XXXXX XX 00000 153,485.75 155,000.00
101059654 XXXXXXXX XXXX XX 00000 99,915.83 100,100.00
101059172 XXXXXX XX 00000 85,016.54 85,200.00
101059385 XXXXXXXXX XX 00000 188,178.62 188,895.00
101059374 XXXXXXX XX 00000 74,864.19 75,000.00
551016331 XXXXXXX XXX XX 00000 155,655.31 156,000.00
871005308 XXXXXXXX XX 00000 388,793.14 390,000.00
831066538 XXXXXXX XX 0000 106,834.05 107,000.00
831066622 XX. XXXX XXXXX XX 00000 368,663.05 369,500.00
101059745 XXXXXXXXX XX 00000 101,325.23 101,600.00
101060167 XXX XXXXXXX XX 00000 89,196.57 90,000.00
611024479 XXXXXXXXXXX XX 00000 118,290.93 118,320.00
581011207 XXXXXXX XX 00000 314,689.29 315,000.00
671014105 XXXXXXX XXXXXX XX 00000 184,762.81 185,250.00
000000000 (XXXXXX XXXX) XXX XXXXXXX XX 00000 339,057.64 340,000.00
831066290 XXXXXXXXX XX 0000 269,703.31 270,000.00
831066288 WARREN RI 2885 235,339.02 236,000.00
831066280 BUENA (MINTOLA) NJ 8341 86,688.99 87,000.00
831066278 XXXXXXXXX XX 00000 75,791.10 76,000.00
371035396 XXXX XXX XX 00000 124,336.50 125,000.00
101058525 XXXXXX XX 00000 164,432.36 165,000.00
101059817 XXXXXXX XX 00000 123,806.61 124,000.00
101059754 XXXXX XXXX XX 00000 232,693.59 233,750.00
101059746 XXXXXXXXXX XX 00000 116,893.97 117,000.00
101059895 XXXXX XX 00000 200,029.35 200,400.00
101059732 XXXXXXX XX 00000 98,159.00 98,400.00
101059714 XXX XXXXXX XXXX XX 00000 174,429.49 175,000.00
101059535 XX XXXX XX 00000 95,855.83 96,000.00
101058892 XXXXXXX XX 00000 128,379.64 128,700.00
101059433 XXXXX XX 00000 77,954.13 78,000.00
351037674 XXXXXX XX 00000 79,830.43 80,000.00
101059766 XXXX XXXXX XX 00000 159,722.31 160,000.00
631014424 XXXXXXX XX 00000 323,826.43 324,988.50
871005575 XXXXXXXX XX 0000 407,000.77 408,000.00
101059870 XXXXXXXXX XX 00000 76,739.35 76,800.00
101059764 XXXXXX XX 00000 130,730.87 131,000.00
551017873 XXXXXXX XX 00000 99,722.29 100,001.70
631014415 XXXXXX XX 00000 202,072.42 203,000.00
101060045 XXXXX XXXXXXX XX 00000 147,169.29 147,450.00
101059926 XXXX XXXXX XX 00000 118,632.72 119,000.00
101059066 XXXXXXXXXX XX 00000 168,379.62 168,700.00
211045406 XXXXX XX 00000 103,866.18 104,000.00
551016991 XXX XXXXXXX XX 00000 74,925.84 75,000.00
551015236 XXXXXXXX XX 00000 69,468.16 69,600.00
621017576 XXXXXX XXXXX XX 00000 191,546.35 192,000.00
101060588 XXXXX XX 00000 94,133.14 94,400.00
101059825 XXXXXXXX XX 00000 113,355.89 113,700.00
101059339 XXXXXXXXX XX 00000 79,372.85 80,250.00
61069906 XXXXX XXXXXXXX XX 00000 186,427.62 187,300.00
631014434 XXXXXXX XX 00000 164,815.82 165,000.00
661017804 XXX XXXXXXXXXX XX 00000 120,615.23 121,000.00
101059807 XXXXXXXX XX 00000 140,539.60 140,800.00
101059761 XXXXXX XX 00000 158,016.00 158,400.00
351035639 XXXXXXX XX 00000 58,360.31 58,500.00
101058222 XXXXXXXXXX XX 00000 50,327.89 50,400.00
101059995 XXXXX XXXX XX 00000 241,401.08 242,200.00
101059988 XXXXXXXXXX XX 00000 125,065.36 125,357.00
101059559 XX XXXX XX 00000 142,866.85 143,200.00
101059036 XXXX XX 00000 77,877.06 78,000.00
61070386 XXXXXXXXXXX XX 00000 299,035.56 299,999.00
551017948 XXXXXX XX 00000 199,520.12 200,000.00
101060041 XXXXXXXX XX 00000 74,843.37 75,000.00
831066752 XXXXX XXX XX 00000 485,884.39 487,500.00
611024732 XXXXXXXX XX 00000 406,466.86 407,000.00
631014395 XXXXX XXXXX XX 00000 299,470.23 300,000.00
671014225 XXXXXXX XX 00000 149,502.87 150,000.00
101060223 XXXXXXXXXXX XX 00000 87,869.97 88,000.00
111002099 XXXXXXX XX 00000 324,341.44 325,000.00
551016479 XXXXX XX 00000 127,720.07 128,000.00
371035122 XXXXXXXX XX 00000 182,425.80 182,800.00
101060633 XXXXXX XX 00000 157,914.63 158,000.00
101060587 XXX XXXXXXX XX 00000 73,094.99 73,600.00
101060202 XXXXXX XX 00000 76,244.49 76,320.00
101059412 XXXXXXX XX 00000 105,209.05 105,300.00
631014446 XXXX XX 00000 369,281.04 370,000.00
661018032 XXXXXXXXX XX 00000 242,837.39 243,000.00
511048981 XXXXXXXXX XX 00000 258,856.96 259,716.00
511049140 XXXXXXXXX XX 00000 329,691.64 331,205.00
101060361 XXXXXX XX 00000 172,243.45 172,500.00
101059646 XXXXX XXXXXX XX 00000 247,133.47 248,000.00
101060213 XXXXX XXXX XX 00000 139,735.51 140,000.00
101060207 XXXXXXXX XX 00000 79,838.04 80,000.00
141056112 XXXXXXXX XX 00000 119,808.78 120,000.00
521042906 XXXXXX XX 00000 125,939.04 126,000.00
651020909 XXXXXX XX 00000 85,322.50 85,500.00
831067334 XXXXXXXXX XX 0000 274,845.71 275,500.00
831067347 XXXXXXXXX XX 00000 259,138.36 260,000.00
331048511 XXXXXXXX XX 00000 262,927.09 263,500.00
101060469 XXXX XXXXX XX 00000 127,859.15 128,200.00
101060328 XXXXXXX XX 00000 176,845.82 177,280.00
101060284 XXXXXXXXXX XX 00000 105,995.13 106,200.00
551016948 XXXXXX XX 00000 161,123.44 161,600.00
631014394 XXXXXXXX XX 00000 323,054.97 324,000.00
371037082 XXXXX XXXXXXXXXX XX 00000 88,665.45 89,250.00
511049357 XXXXX XX 00000 251,141.69 252,000.00
101060626 XXXXXXX XX 00000 99,883.56 100,000.00
101060511 XXXXX XX 00000 231,525.83 232,000.00
101059573 XXXXXXXX XXXX XX 00000 81,056.56 81,250.00
101060746 XXXXX XX 00000 101,395.60 101,600.00
101061031 XXXXXXXXXXX XX 00000 85,319.84 85,500.00
101060956 XXXX XX 00000 126,199.81 126,400.00
831067325 XXXXXXXXXXX XX 00000 270,086.18 270,400.00
671014063 XXXXXXX XX 00000 121,355.27 121,500.00
841017781 XXXXX XX 00000 61,665.44 61,750.00
101061010 XXXXXXXX XX 00000 142,205.35 142,400.00
171033742 XXXXXXX XXXXX XX 00000 303,815.19 305,045.00
171034268 XXXX XXXXX XX 00000 92,545.40 92,792.00
51067705 XXXXXXXXX XX 00000 55,905.85 56,000.00
551017233 XXXXXXXX XX 00000 106,134.14 106,400.00
631014689 XXX XXXXX XX 00000 209,730.17 210,000.00
631014347 XXXXXX XX 00000 380,283.00 380,800.00
871005650 XXXXXXX XX 00000 391,512.69 392,000.00
871005372 XXXXXX XXXXXX XX 00000 391,476.55 392,000.00
341034584 XXXX XXXX XX 00000 134,352.29 134,425.00
371037192 XXXXXXX XX 00000 159,969.12 160,200.00
101060589 XXXXXXX XX 00000 116,322.75 116,561.00
101060719 XXXXXX XX 00000 126,697.80 126,900.00
101060533 XXXXX XX 00000 140,039.23 140,300.00
101060391 XXXXXXX XX 00000 115,833.56 116,000.00
101060951 XXXX XXX XX 00000 82,951.28 83,100.00
211046544 XXXXXXXXX XX 00000 122,430.02 123,750.00
651021074 XXXXXXXXXXX XX 00000 114,828.97 115,000.00
371036857 XXXXXXXX XXXXXXX XX 00000 198,437.34 200,000.00
511049645 XXXXXXX XX 00000 113,759.49 114,000.00
101060737 XXXXXXXX XX 00000 162,442.48 162,800.00
101060560 XXXXX XXXXXXXX XXXXX XX 00000 79,901.16 80,000.00
631014706 XXXXXX XX 00000 315,290.64 316,000.00
661018219 XXX XXXXXXX XX 00000 344,187.71 345,000.00
101059465 XXXXX XX 00000 174,795.06 175,068.00
101060461 XXXXXX XXXX XX 00000 147,784.44 148,000.00
101060859 XXXXXXX XX 00000 133,721.85 133,950.00
101060829 XX XXXX XX 00000 121,580.77 121,800.00
61071074 XXXXXXXX XXXXXXX XX 00000 323,241.91 323,850.00
831068315 JEFFERSONVILLE VT 5464 224,627.76 225,000.00
551018445 XXXXXXX XX 00000 94,989.20 95,200.00
611024525 XXXXXXXXX XX 00000 413,789.61 414,000.00
841015989 XXXXXXXXX XX 00000 138,446.19 138,700.00
101061151 XXXX XXXXX XX 00000 95,265.02 95,400.00
321036159 XXXXX XX 00000 117,804.77 118,000.00
511049347 XXXXXX XX 00000 229,458.46 230,000.00
101060712 XXXXXXXXX XX 00000 135,979.35 136,500.00
101061085 XXXXX XXXX XX 00000 75,867.88 76,000.00
101061180 XXXXXXXXX XX 00000 157,114.86 157,400.00
151033143 XXXXXXXXXX XXXXXXXX XX 0000 288,555.11 288,750.00
831067670 XXXXX XX 00000 536,347.16 538,000.00
831067677 XXXXXXXXXX XX 0000 299,650.69 300,000.00
831067673 XXXXXXXX XX 00000 508,750.97 510,000.00
831067667 XXXXXXXXXXX XX 00000 212,168.95 212,760.00
831067666 XXXXXXXX XX 00000 468,351.68 470,000.00
831067665 XXXXXXXXX XX 00000 370,386.21 371,000.00
831067664 XXXX XXXXX XX 00000 174,612.51 175,000.00
831067674 XXXX XXXXX XX 00000 243,901.23 244,500.00
831067678 XXXXXX XX 00000 102,185.11 102,400.00
831067675 XXXXXXXXXX XX 00000 232,225.40 232,750.00
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341037241 COLUMBIA SC 29205 92,913.31 93,120.00
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551017258 CLAREMORE OK 74017 101,928.83 102,014.40
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551018859 HOUSTON TX 77066 150,323.65 150,400.00
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551020494 BERTRAM TX 78605 97,885.90 98,000.00
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551021020 OWASSO OK 74055 94,107.04 94,500.00
551021075 SEAGRAVES TX 79359 55,945.84 56,000.00
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551021469 RED OAK TX 75154 192,642.48 193,000.00
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551021730 SPIRO OK 74959 52,450.98 52,470.00
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551021914 HOUSTON TX 77090 136,755.93 136,808.00
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551022177 ARLINGTON TX 76018 111,148.94 111,200.00
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871005472 EDGEWATER FL 32141 164,504.71 164,800.00
871005517 HOWELL NJ 7731 360,480.84 361,000.00
871005956 POUGHKEEPSIE NY 12603 313,055.28 313,500.00
871006019 BOOTHWYN PA 19061 140,000.00 140,000.00
871006250 VALLEY STREAM NY 11580 310,987.76 311,250.00
871006276 EAST BRUNSWICK NJ 8816 386,480.51 387,000.00
Current Gross Date of Loan First Payment
Loan Number Interest Rate P&I Cutoff Date Origination Date
--------------------------------------------------------------------------------------------------------------------------------
101057091 9.45 784.81 1/1/2007 5/15/2006 7/1/2006
831064636 7.5 816.68 1/1/2007 5/30/2006 7/1/2006
831065514 7.65 2,234.97 1/1/2007 6/12/2006 8/1/2006
831065250 6.9 1,053.76 1/1/2007 6/5/2006 7/1/2006
831065261 8.55 1,800.60 1/1/2007 6/13/2006 8/1/2006
831065498 8.25 1,692.23 1/1/2007 5/24/2006 7/1/2006
831065499 8.75 2,006.09 1/1/2007 5/30/2006 7/1/2006
551014516 9.05 2,605.71 1/1/2007 6/9/2006 7/1/2006
831065218 10.9 2,810.71 1/1/2007 5/17/2006 7/1/2006
831065468 10.7 1,811.10 1/1/2007 5/31/2006 7/1/2006
831065470 11.35 986.2 1/1/2007 6/12/2006 8/1/2006
831065639 9.75 1,817.98 1/1/2007 6/16/2006 8/1/2006
831065582 9.35 649.01 1/1/2007 5/19/2006 7/1/2006
551016643 8.3 1,147.27 1/1/2007 7/11/2006 9/1/2006
551016399 11.85 1,044.91 1/1/2007 7/5/2006 8/1/2006
551016048 9.65 1,162.26 1/1/2007 7/6/2006 8/1/2006
331046657 6.75 3,068.07 1/1/2007 5/30/2006 7/1/2006
511048640 9.838 865.62 1/1/2007 6/30/2006 8/1/2006
511048141 7 1,995.91 1/1/2007 6/21/2006 8/1/2006
101059100 7.8 604.69 1/1/2007 7/6/2006 8/1/2006
551014361 11.8 534.99 1/1/2007 7/3/2006 8/1/2006
661017401 7.5 2,268.76 1/1/2007 7/11/2006 9/1/2006
831066283 10.5 1,339.18 1/1/2007 7/6/2006 9/1/2006
331047963 7.95 2,247.58 1/1/2007 7/11/2006 9/1/2006
101058948 11.8 911.92 1/1/2007 7/6/2006 8/1/2006
101059276 9.35 969.36 1/1/2007 7/14/2006 9/1/2006
171033571 11.55 835.05 1/1/2007 7/6/2006 9/1/2006
191031380 9.55 1,220.93 1/1/2007 7/10/2006 9/1/2006
551016604 8.9 842.09 1/1/2007 7/12/2006 9/1/2006
581010511 7.5 1,940.32 1/1/2007 7/11/2006 9/1/2006
671013431 7.2 2,108.38 1/1/2007 7/18/2006 9/1/2006
101059622 9.95 734.06 1/1/2007 7/18/2006 9/1/2006
101058871 9.9 1,447.13 1/1/2007 6/30/2006 8/1/2006
101058875 9.7 1,361.93 1/1/2007 6/28/2006 8/1/2006
101059183 7.5 1,448.77 1/1/2007 7/6/2006 8/1/2006
101059384 9.375 878.33 1/1/2007 7/17/2006 9/1/2006
841016811 8.027 878.65 1/1/2007 7/19/2006 9/1/2006
841016884 9.375 2,764.32 1/1/2007 7/18/2006 9/1/2006
831066380 9.2 1,291.65 1/1/2007 7/5/2006 8/1/2006
831066018 6.875 1,970.79 1/1/2007 6/30/2006 8/1/2006
831066016 6.75 895.07 1/1/2007 6/27/2006 8/1/2006
831066015 7.55 1,113.76 1/1/2007 6/28/2006 8/1/2006
331047605 8.35 1,118.64 1/1/2007 7/3/2006 9/1/2006
511048675 6.5 2,026.74 1/1/2007 6/30/2006 8/1/2006
101058789 8.4 1,062.00 1/1/2007 6/30/2006 8/1/2006
101058977 8.55 1,081.44 1/1/2007 7/12/2006 9/1/2006
191031263 11.25 1,135.50 1/1/2007 7/1/2006 9/1/2006
171033248 7.45 1,902.27 1/1/2007 5/31/2006 7/1/2006
51066982 9.9 1,594.19 1/1/2007 6/21/2006 8/1/2006
101059003 8.4 667.46 1/1/2007 7/19/2006 9/1/2006
141055629 7.25 2,172.73 1/1/2007 7/5/2006 9/1/2006
681013297 7.75 2,550.86 1/1/2007 7/18/2006 9/1/2006
101058660 8.75 750.35 1/1/2007 7/17/2006 9/1/2006
101059578 9.75 1,017.24 1/1/2007 7/21/2006 9/1/2006
101059327 9.975 1,015.84 1/1/2007 7/21/2006 9/1/2006
191031779 9.75 529.68 1/1/2007 7/17/2006 9/1/2006
831065959 8.05 1,735.43 1/1/2007 6/30/2006 8/1/2006
691009301 9.55 675.6 1/1/2007 7/19/2006 9/1/2006
671013916 6.65 1,291.32 1/1/2007 7/26/2006 9/1/2006
71073424 9.699 1,129.14 1/1/2007 7/17/2006 9/1/2006
51068281 9 1,432.23 1/1/2007 7/24/2006 9/1/2006
651020335 8.95 1,198.34 1/1/2007 7/6/2006 9/1/2006
831066255 7.75 2,955.20 1/1/2007 7/17/2006 9/1/2006
831066252 7.875 2,675.51 1/1/2007 6/30/2006 8/1/2006
831066217 8.25 2,556.62 1/1/2007 7/18/2006 9/1/2006
831066230 7.875 3,335.32 1/1/2007 6/27/2006 8/1/2006
371036115 9.475 1,745.18 1/1/2007 7/21/2006 9/1/2006
101059673 6.95 1,197.07 1/1/2007 7/25/2006 9/1/2006
101059654 9.875 869.22 1/1/2007 7/24/2006 9/1/2006
101059172 9.125 693.22 1/1/2007 7/19/2006 9/1/2006
101059385 8.325 1,429.08 1/1/2007 7/17/2006 9/1/2006
101059374 9.95 655.41 1/1/2007 7/24/2006 9/1/2006
551016331 9 1,255.21 1/1/2007 7/25/2006 9/1/2006
871005308 7.338 2,683.81 1/1/2007 7/20/2006 9/1/2006
831066538 9.3 884.14 1/1/2007 7/21/2006 9/1/2006
831066622 8.88 2,941.23 1/1/2007 7/25/2006 9/1/2006
101059745 9 817.5 1/1/2007 7/26/2006 9/1/2006
101060167 10.99 1,022.37 1/1/2007 7/26/2006 9/1/2006
611024479 12.15 1,207.58 1/1/2007 7/24/2006 9/1/2006
581011207 8.55 2,321.23 1/1/2007 7/25/2006 9/1/2006
671014105 8.15 1,378.72 1/1/2007 7/27/2006 9/1/2006
831066529 7.89 2,468.78 1/1/2007 7/17/2006 9/1/2006
831066290 8.99 2,170.54 1/1/2007 7/7/2006 9/1/2006
831066288 8.99 1,897.21 1/1/2007 7/3/2006 8/1/2006
831066280 7.75 623.28 1/1/2007 7/5/2006 8/1/2006
831066278 9.82 656.87 1/1/2007 7/5/2006 8/1/2006
371035396 6.91 824.09 1/1/2007 7/26/2006 9/1/2006
101058525 7.8 1,187.79 1/1/2007 7/21/2006 9/1/2006
101059817 10.65 1,148.21 1/1/2007 7/25/2006 9/1/2006
101059754 8.25 1,756.09 1/1/2007 7/25/2006 9/1/2006
101059746 11.8 1,185.50 1/1/2007 7/21/2006 9/1/2006
101059895 9.85 1,736.48 1/1/2007 7/24/2006 9/1/2006
101059732 9.4 820.23 1/1/2007 7/25/2006 9/1/2006
101059714 7.5 1,223.63 1/1/2007 7/25/2006 9/1/2006
101059535 10.825 901.56 1/1/2007 7/28/2006 9/1/2006
101058892 9.25 1,058.78 1/1/2007 7/24/2006 9/1/2006
101059433 11.9 796.32 1/1/2007 7/25/2006 9/1/2006
351037674 9.2 655.24 1/1/2007 7/20/2006 9/1/2006
101059766 10.15 1,421.88 1/1/2007 7/20/2006 9/1/2006
631014424 6.6 2,075.57 1/1/2007 7/31/2006 9/1/2006
871005575 8.5 3,137.17 1/1/2007 7/26/2006 9/1/2006
101059870 10.55 705.39 1/1/2007 7/31/2006 9/1/2006
101059764 9.35 1,087.21 1/1/2007 7/28/2006 9/1/2006
551017873 7.85 723.35 1/1/2007 7/31/2006 9/1/2006
631014415 6.5 1,283.10 1/1/2007 7/31/2006 9/1/2006
101060045 9.875 1,280.38 1/1/2007 7/31/2006 9/1/2006
101059926 7.358 820.53 1/1/2007 7/31/2006 9/1/2006
101059066 9.725 1,446.30 1/1/2007 7/24/2006 9/1/2006
211045406 9.05 806.22 1/1/2007 6/30/2006 8/1/2006
551016991 12.725 813.56 1/1/2007 7/21/2006 9/1/2006
551015236 9.9 605.65 1/1/2007 7/13/2006 9/1/2006
621017576 8.675 1,500.19 1/1/2007 7/31/2006 9/1/2006
101060588 9.8 814.51 1/1/2007 5/30/2006 7/1/2006
101059825 7.45 791.12 1/1/2007 7/31/2006 9/1/2006
101059339 8.75 802.06 1/1/2007 7/31/2006 9/1/2006
61069906 8.4 1,426.92 1/1/2007 7/26/2006 9/1/2006
631014434 8.125 1,162.77 1/1/2007 8/3/2006 9/1/2006
661017804 7.2 821.33 1/1/2007 7/31/2006 9/1/2006
101059807 10.15 1,251.26 1/1/2007 7/26/2006 9/1/2006
101059761 8.55 1,223.58 1/1/2007 7/28/2006 9/1/2006
351035639 11.4 574.86 1/1/2007 6/12/2006 8/1/2006
101058222 11.05 481.88 1/1/2007 7/31/2006 9/1/2006
101059995 8.15 1,802.57 1/1/2007 7/31/2006 9/1/2006
101059988 8.75 986.18 1/1/2007 7/26/2006 9/1/2006
101059559 8.75 1,126.55 1/1/2007 7/25/2006 9/1/2006
101059036 10.6 719.33 1/1/2007 8/1/2006 9/1/2006
61070386 7.15 2,026.21 1/1/2007 8/2/2006 10/1/2006
551017948 8.6 1,552.02 1/1/2007 8/7/2006 10/1/2006
101060041 9.3 619.73 1/1/2007 7/31/2006 9/1/2006
831066752 6.99 3,240.08 1/1/2007 7/26/2006 9/1/2006
611024732 6.53 2,391.51 1/1/2007 8/9/2006 10/1/2006
631014395 6.5 1,756.37 1/1/2007 8/7/2006 9/1/2006
671014225 6.99 996.95 1/1/2007 8/7/2006 10/1/2006
101060223 10.9 831.4 1/1/2007 7/28/2006 9/1/2006
111002099 8 2,384.73 1/1/2007 8/8/2006 10/1/2006
551016479 9.05 1,034.53 1/1/2007 6/30/2006 8/1/2006
371035122 7.95 1,334.96 1/1/2007 8/9/2006 10/1/2006
101060633 9.225 1,296.97 1/1/2007 8/9/2006 10/1/2006
101060587 10.675 821.58 1/1/2007 8/8/2006 10/1/2006
101060202 11.4 749.97 1/1/2007 7/31/2006 9/1/2006
101059412 12.54 1,127.09 1/1/2007 8/7/2006 10/1/2006
631014446 6.6 2,192.60 1/1/2007 8/9/2006 10/1/2006
661018032 8.9 1,855.72 1/1/2007 8/10/2006 10/1/2006
511048981 7 1,727.90 1/1/2007 8/2/2006 9/1/2006
511049140 6.5 2,093.44 1/1/2007 7/28/2006 9/1/2006
101060361 9.5 1,450.47 1/1/2007 8/7/2006 10/1/2006
101059646 7.25 1,691.80 1/1/2007 8/4/2006 9/1/2006
101060213 9.75 1,202.82 1/1/2007 8/4/2006 9/1/2006
101060207 10.5 731.79 1/1/2007 8/2/2006 9/1/2006
141056112 10.55 1,102.18 1/1/2007 7/31/2006 9/1/2006
521042906 12.775 1,371.69 1/1/2007 8/7/2006 10/1/2006
651020909 9.3 706.49 1/1/2007 7/31/2006 9/1/2006
831067334 8.65 2,147.71 1/1/2007 8/3/2006 9/1/2006
831067347 6.99 1,728.04 1/1/2007 7/24/2006 9/1/2006
331048511 7.65 1,869.57 1/1/2007 8/9/2006 10/1/2006
101060469 9.1 1,040.76 1/1/2007 8/8/2006 9/1/2006
101060328 8.5 1,363.13 1/1/2007 7/25/2006 9/1/2006
101060284 9.65 904.63 1/1/2007 7/27/2006 9/1/2006
551016948 8.7 1,265.54 1/1/2007 8/9/2006 10/1/2006
631014394 6.15 1,973.90 1/1/2007 8/14/2006 10/1/2006
371037082 12.15 928.35 1/1/2007 8/16/2006 10/1/2006
511049357 6.85 1,651.25 1/1/2007 8/2/2006 9/1/2006
101060626 10.65 925.97 1/1/2007 8/3/2006 10/1/2006
101060511 9.375 1,929.66 1/1/2007 7/31/2006 9/1/2006
101059573 9.775 699.56 1/1/2007 8/4/2006 9/1/2006
101060746 9.45 850.6 1/1/2007 8/3/2006 9/1/2006
101061031 10.4 775.72 1/1/2007 8/11/2006 10/1/2006
101060956 9.2 1,035.29 1/1/2007 8/14/2006 10/1/2006
831067325 7.99 1,878.09 1/1/2007 8/2/2006 9/1/2006
671014063 7.7 817.57 1/1/2007 8/14/2006 10/1/2006
841017781 11.25 599.75 1/1/2007 8/14/2006 10/1/2006
101061010 9.9 1,239.15 1/1/2007 8/8/2006 10/1/2006
171033742 8.015 2,241.50 1/1/2007 7/28/2006 9/1/2006
171034268 8.9 739.96 1/1/2007 7/31/2006 9/1/2006
51067705 12.05 578.18 1/1/2007 7/24/2006 9/1/2006
551017233 9.5 894.67 1/1/2007 7/31/2006 9/1/2006
631014689 6.6 1,244.45 1/1/2007 8/16/2006 10/1/2006
631014347 6.4 2,202.35 1/1/2007 8/10/2006 10/1/2006
871005650 7.9 2,696.25 1/1/2007 7/31/2006 9/1/2006
871005372 7.5 2,579.64 1/1/2007 7/26/2006 9/1/2006
341034584 12.275 1,411.23 1/1/2007 8/3/2006 10/1/2006
371037192 9.65 1,364.62 1/1/2007 8/14/2006 10/1/2006
101060589 9.375 969.5 1/1/2007 7/31/2006 9/1/2006
101060719 10.55 1,165.55 1/1/2007 8/14/2006 10/1/2006
101060533 8.425 1,071.34 1/1/2007 8/14/2006 10/1/2006
101060391 9.75 996.62 1/1/2007 8/14/2006 10/1/2006
101060951 8.61 645.46 1/1/2007 8/11/2006 10/1/2006
211046544 9.025 1,257.00 1/1/2007 7/31/2006 9/1/2006
651021074 9.5 966.98 1/1/2007 8/16/2006 10/1/2006
371036857 9.25 2,058.38 1/1/2007 8/15/2006 10/1/2006
511049645 7.8 820.65 1/1/2007 8/17/2006 10/1/2006
101060737 7.6 1,149.49 1/1/2007 8/15/2006 10/1/2006
101060560 10.375 724.33 1/1/2007 8/14/2006 10/1/2006
631014706 7.49 2,207.35 1/1/2007 8/17/2006 10/1/2006
661018219 7.25 2,353.51 1/1/2007 8/16/2006 10/1/2006
101059465 9.275 1,443.41 1/1/2007 8/9/2006 10/1/2006
101060461 9.6 1,255.28 1/1/2007 8/10/2006 10/1/2006
101060859 8.85 1,063.37 1/1/2007 8/16/2006 10/1/2006
101060829 8.6 945.18 1/1/2007 8/15/2006 10/1/2006
61071074 8.375 2,461.49 1/1/2007 8/14/2006 10/1/2006
831068315 8.99 1,808.78 1/1/2007 8/7/2006 10/1/2006
551018445 8.99 765.32 1/1/2007 8/16/2006 10/1/2006
611024525 9.8 3,450.56 1/1/2007 8/15/2006 10/1/2006
841015989 9.9 1,206.95 1/1/2007 7/24/2006 9/1/2006
101061151 11.1 915.73 1/1/2007 8/18/2006 10/1/2006
321036159 8.99 948.61 1/1/2007 8/21/2006 10/1/2006
511049347 7.25 1,569.01 1/1/2007 8/15/2006 10/1/2006
101060712 7.3 935.8 1/1/2007 8/21/2006 10/1/2006
101061085 8.75 597.89 1/1/2007 8/16/2006 10/1/2006
101061180 8.55 1,215.85 1/1/2007 8/21/2006 10/1/2006
151033143 8.85 2,194.02 1/1/2007 8/16/2006 10/1/2006
831067670 8.5 4,136.75 1/1/2007 7/29/2006 9/1/2006
831067677 11.99 3,083.53 1/1/2007 7/27/2006 9/1/2006
831067673 8.5 3,921.46 1/1/2007 8/1/2006 9/1/2006
831067667 8.99 1,710.38 1/1/2007 6/27/2006 8/1/2006
831067666 6.7 3,032.81 1/1/2007 7/31/2006 9/1/2006
831067665 8.99 2,982.48 1/1/2007 8/11/2006 10/1/2006
831067664 8.99 1,406.83 1/1/2007 7/28/2006 9/1/2006
831067674 8.5 1,879.99 1/1/2007 7/29/2006 9/1/2006
831067678 9.5 861.03 1/1/2007 7/31/2006 9/1/2006
831067675 9.99 2,040.83 1/1/2007 7/29/2006 9/1/2006
671013948 6.5 963.9 1/1/2007 8/25/2006 10/1/2006
101060668 9.925 962.73 1/1/2007 8/2/2006 10/1/2006
101060707 9.7 855.48 1/1/2007 8/22/2006 10/1/2006
31044928 6.99 1,952.12 1/1/2007 8/21/2006 10/1/2006
551019236 9.2 731.01 1/1/2007 8/21/2006 10/1/2006
551019186 8.5 1,369.28 1/1/2007 8/21/2006 10/1/2006
841017270 9.75 893.52 1/1/2007 8/21/2006 10/1/2006
371036889 8.6 1,882.15 1/1/2007 8/16/2006 10/1/2006
511049554 7.9 2,393.61 1/1/2007 8/10/2006 10/1/2006
101060348 8.775 638.67 1/1/2007 8/23/2006 10/1/2006
101061005 7.5 671.25 1/1/2007 8/14/2006 10/1/2006
31044539 7.65 1,672.96 1/1/2007 8/22/2006 10/1/2006
831068269 10.765 2,009.41 1/1/2007 8/18/2006 10/1/2006
831068137 6.99 2,226.51 1/1/2007 8/4/2006 9/1/2006
611024634 7.7 1,283.33 1/1/2007 8/23/2006 10/1/2006
831068402 11.92 1,063.36 1/1/2007 8/16/2006 10/1/2006
371036644 10.6 935.13 1/1/2007 8/22/2006 10/1/2006
371036077 9.55 1,824.13 1/1/2007 8/17/2006 10/1/2006
101061385 9.675 1,024.38 1/1/2007 8/16/2006 10/1/2006
101061227 10.775 1,017.67 1/1/2007 8/23/2006 10/1/2006
171034751 6.5 1,264.14 1/1/2007 8/28/2006 10/1/2006
621017859 8 2,355.38 1/1/2007 8/21/2006 10/1/2006
651021096 7.75 1,142.68 1/1/2007 8/18/2006 10/1/2006
631014814 6.675 2,162.57 1/1/2007 8/28/2006 10/1/2006
651020206 9.325 1,631.39 1/1/2007 8/9/2006 10/1/2006
671014529 7 1,303.99 1/1/2007 8/29/2006 10/1/2006
101059165 10 1,343.12 1/1/2007 8/24/2006 10/1/2006
101061008 9.75 878.91 1/1/2007 8/16/2006 10/1/2006
101060887 6.95 1,236.53 1/1/2007 8/23/2006 10/1/2006
101060819 9.25 1,849.37 1/1/2007 8/28/2006 10/1/2006
151036709 9.775 1,105.91 1/1/2007 8/25/2006 10/1/2006
211046638 12.5 1,067.26 1/1/2007 8/15/2006 10/1/2006
831067443 11.99 1,685.67 1/1/2007 7/31/2006 9/1/2006
831067441 8.95 1,422.63 1/1/2007 7/6/2006 8/1/2006
831067440 9.2 4,617.90 1/1/2007 7/31/2006 9/1/2006
831067438 11.48 791.02 1/1/2007 7/24/2006 9/1/2006
551019267 10 779.28 1/1/2007 8/29/2006 10/1/2006
551018797 8.402 1,508.72 1/1/2007 8/29/2006 10/1/2006
671014646 7.1 1,774.16 1/1/2007 8/31/2006 10/1/2006
671014563 6.5 2,252.55 1/1/2007 8/31/2006 10/1/2006
681013787 8.538 1,229.10 1/1/2007 8/30/2006 10/1/2006
831068470 11.36 929.66 1/1/2007 8/15/2006 10/1/2006
511049500 7.3 1,098.82 1/1/2007 8/16/2006 10/1/2006
101061635 8 865.93 1/1/2007 8/18/2006 10/1/2006
101061347 11.85 650.93 1/1/2007 8/23/2006 10/1/2006
101061562 8.325 568.92 1/1/2007 8/28/2006 10/1/2006
101061554 7.82 1,852.77 1/1/2007 8/28/2006 10/1/2006
101061469 7.75 772.29 1/1/2007 8/28/2006 10/1/2006
211047507 11.35 604.45 1/1/2007 8/21/2006 10/1/2006
61071209 8.6 2,025.39 1/1/2007 8/21/2006 10/1/2006
621017904 7.85 1,009.05 1/1/2007 8/25/2006 10/1/2006
581011997 7.55 1,672.29 1/1/2007 8/28/2006 10/1/2006
651021272 10.1 1,186.09 1/1/2007 8/17/2006 10/1/2006
231084878 7.15 1,748.47 1/1/2007 8/28/2006 10/1/2006
101061393 9.7 787.05 1/1/2007 8/28/2006 10/1/2006
111002231 6.55 2,033.15 1/1/2007 8/30/2006 10/1/2006
551019959 9.825 1,341.96 1/1/2007 8/29/2006 10/1/2006
231085072 7.95 2,282.50 1/1/2007 8/29/2006 10/1/2006
101062164 9.35 970.19 1/1/2007 8/29/2006 10/1/2006
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651022674 8.6 817.92 1/1/2007 10/23/2006 12/1/2006
651022732 9.57 1,956.72 1/1/2007 10/23/2006 12/1/2006
651022745 7.85 1,411.95 1/1/2007 10/23/2006 12/1/2006
651022837 6.5 1,504.32 1/1/2007 11/2/2006 12/1/2006
651022916 6.7 2,161.68 1/1/2007 11/6/2006 12/1/2006
651022969 6.775 2,360.45 1/1/2007 11/1/2006 12/1/2006
651023068 6.85 1,874.04 1/1/2007 10/31/2006 12/1/2006
651023099 6.75 1,589.07 1/1/2007 10/31/2006 12/1/2006
651023139 6.8 2,434.94 1/1/2007 11/1/2006 12/1/2006
651023140 10.42 1,232.28 1/1/2007 11/3/2006 12/1/2006
661017380 6.75 1,830.89 1/1/2007 7/19/2006 9/1/2006
661017403 8.5 1,030.34 1/1/2007 8/1/2006 9/1/2006
661017409 6.5 2,013.14 1/1/2007 7/31/2006 9/1/2006
661017419 6.5 2,559.88 1/1/2007 7/20/2006 9/1/2006
661017424 9.35 894.22 1/1/2007 8/31/2006 10/1/2006
661017865 6.5 1,662.34 1/1/2007 8/10/2006 10/1/2006
661017929 7 1,957.51 1/1/2007 8/11/2006 10/1/2006
661018012 6.99 1,661.58 1/1/2007 8/15/2006 10/1/2006
661018074 8.9 1,371.32 1/1/2007 9/11/2006 10/1/2006
661018084 6.2 1,837.41 1/1/2007 9/14/2006 11/1/2006
661018122 6.39 1,409.44 1/1/2007 8/30/2006 10/1/2006
661018378 9.5 1,587.72 1/1/2007 8/31/2006 10/1/2006
661018448 6.5 1,758.13 1/1/2007 8/28/2006 10/1/2006
661018463 8.675 1,664.28 1/1/2007 9/25/2006 11/1/2006
661018710 10.5 1,998.71 1/1/2007 10/26/2006 12/1/2006
661018870 7.7 2,566.66 1/1/2007 10/3/2006 11/1/2006
661018922 6.5 1,643.46 1/1/2007 9/27/2006 11/1/2006
661018932 7.9 1,857.11 1/1/2007 10/2/2006 11/1/2006
661018934 6.65 2,375.27 1/1/2007 10/5/2006 11/1/2006
661018967 7.55 2,179.95 1/1/2007 10/4/2006 11/1/2006
661019054 7.8 1,741.69 1/1/2007 10/13/2006 12/1/2006
661019118 7.275 1,572.91 1/1/2007 10/17/2006 12/1/2006
661019362 6.85 2,060.66 1/1/2007 10/23/2006 12/1/2006
661019407 8.7 2,928.91 1/1/2007 10/24/2006 12/1/2006
661019410 6.875 2,299.11 1/1/2007 11/1/2006 12/1/2006
661019436 6.65 1,781.45 1/1/2007 10/31/2006 12/1/2006
661019474 7 2,195.50 1/1/2007 10/31/2006 12/1/2006
661019495 6.5 1,967.13 1/1/2007 11/6/2006 12/1/2006
671014154 6.75 1,508.51 1/1/2007 8/16/2006 10/1/2006
671014612 6.7 2,613.38 1/1/2007 8/31/2006 10/1/2006
671014832 6.65 1,457.65 1/1/2007 9/27/2006 11/1/2006
671014967 6.7 1,935.83 1/1/2007 10/1/2006 11/1/2006
671015122 6.5 1,975.92 1/1/2007 10/10/2006 12/1/2006
671015420 6.5 1,674.98 1/1/2007 10/24/2006 12/1/2006
671015469 7.2 1,878.54 1/1/2007 10/19/2006 12/1/2006
671015537 6.6 1,277.32 1/1/2007 10/27/2006 12/1/2006
671015939 7.2 1,292.41 1/1/2007 11/3/2006 1/1/2007
681012843 10.375 977.84 1/1/2007 7/14/2006 9/1/2006
681013291 7.85 2,810.16 1/1/2007 8/8/2006 10/1/2006
681013380 9.65 2,759.90 1/1/2007 7/28/2006 9/1/2006
681013466 8.5 1,174.42 1/1/2007 8/18/2006 10/1/2006
681013474 11.35 660.73 1/1/2007 9/25/2006 11/1/2006
681013549 10.6 1,079.00 1/1/2007 8/17/2006 10/1/2006
681013624 8.85 1,943.35 1/1/2007 8/21/2006 10/1/2006
681013802 9.73 1,054.95 1/1/2007 8/28/2006 10/1/2006
681013834 7.15 2,195.07 1/1/2007 9/5/2006 11/1/2006
681013842 7.975 1,644.78 1/1/2007 8/21/2006 10/1/2006
681013894 9.075 1,093.53 1/1/2007 9/18/2006 11/1/2006
681013907 10.7 1,481.05 1/1/2007 9/13/2006 11/1/2006
681013931 9.55 790.46 1/1/2007 8/31/2006 10/1/2006
681013932 9.325 1,086.49 1/1/2007 9/27/2006 11/1/2006
681013934 8.45 1,664.69 1/1/2007 9/6/2006 10/1/2006
681013953 7.125 1,859.46 1/1/2007 9/6/2006 10/1/2006
681014012 10.75 522.75 1/1/2007 9/25/2006 11/1/2006
681014084 8.17 1,700.08 1/1/2007 9/22/2006 11/1/2006
681014106 8.99 1,221.93 1/1/2007 9/21/2006 11/1/2006
681014120 6.85 1,292.17 1/1/2007 9/20/2006 11/1/2006
681014121 8.95 1,027.32 1/1/2007 9/18/2006 11/1/2006
681014141 8.42 1,558.94 1/1/2007 9/25/2006 11/1/2006
681014194 6.55 1,429.56 1/1/2007 10/4/2006 11/1/2006
681014196 9.22 1,813.31 1/1/2007 9/19/2006 11/1/2006
681014215 9.425 2,481.10 1/1/2007 10/10/2006 11/1/2006
681014257 7.5 2,136.10 1/1/2007 9/27/2006 11/1/2006
681014289 8.2 1,125.37 1/1/2007 10/4/2006 11/1/2006
681014318 7.377 1,499.07 1/1/2007 10/30/2006 12/1/2006
681014395 7.4 1,149.28 1/1/2007 10/30/2006 12/1/2006
681014398 8.275 1,344.15 1/1/2007 10/12/2006 12/1/2006
681014535 9.65 1,111.63 1/1/2007 10/13/2006 12/1/2006
681014544 8.6 1,707.23 1/1/2007 11/3/2006 12/1/2006
681014588 6.6 1,351.12 1/1/2007 10/27/2006 12/1/2006
681014646 10.475 2,025.20 1/1/2007 10/31/2006 12/1/2006
681014653 8.99 1,109.65 1/1/2007 10/31/2006 12/1/2006
681014708 7.95 1,349.56 1/1/2007 11/6/2006 12/1/2006
681014748 7 1,197.54 1/1/2007 11/3/2006 12/1/2006
691009546 8.05 1,428.80 1/1/2007 8/14/2006 10/1/2006
691009584 9.65 1,165.29 1/1/2007 8/2/2006 9/1/2006
691009604 8.375 2,052.20 1/1/2007 8/15/2006 10/1/2006
691009988 8.17 1,458.69 1/1/2007 9/15/2006 11/1/2006
691010019 9.975 1,079.33 1/1/2007 8/31/2006 10/1/2006
691010065 6.95 1,886.55 1/1/2007 9/29/2006 11/1/2006
691010173 10.245 1,749.87 1/1/2007 9/29/2006 11/1/2006
691010191 8.95 1,535.03 1/1/2007 9/19/2006 11/1/2006
691010228 6.99 1,382.43 1/1/2007 9/26/2006 11/1/2006
691010240 8.85 1,349.55 1/1/2007 9/27/2006 11/1/2006
691010471 8.3 1,019.71 1/1/2007 10/30/2006 12/1/2006
691010516 7.25 2,676.86 1/1/2007 10/18/2006 12/1/2006
701004209 11.05 767.04 1/1/2007 8/1/2006 9/1/2006
701004365 10.9 519.63 1/1/2007 9/26/2006 11/1/2006
701004561 8.65 896.5 1/1/2007 10/18/2006 12/1/2006
701004625 8.95 1,381.77 1/1/2007 10/23/2006 12/1/2006
711010890 9.25 1,237.30 1/1/2007 7/24/2006 9/1/2006
711011110 11.05 569.87 1/1/2007 8/25/2006 10/1/2006
711011155 11.025 839.71 1/1/2007 8/31/2006 10/1/2006
711011332 9.6 1,272.24 1/1/2007 9/25/2006 11/1/2006
741016828 10.35 1,122.19 1/1/2007 7/31/2006 9/1/2006
761017229 11.65 776.13 1/1/2007 8/21/2006 10/1/2006
761017346 12.41 785.21 1/1/2007 8/30/2006 10/1/2006
841015984 10.05 1,367.73 1/1/2007 8/4/2006 9/1/2006
841016604 10.53 467.66 1/1/2007 9/1/2006 11/1/2006
841016857 9.4 793.56 1/1/2007 7/21/2006 9/1/2006
841017015 10.975 604.48 1/1/2007 7/25/2006 9/1/2006
841017263 10.75 1,011.66 1/1/2007 8/4/2006 10/1/2006
841017271 11.2 603.7 1/1/2007 8/25/2006 10/1/2006
841017727 8.67 1,148.06 1/1/2007 9/29/2006 11/1/2006
841017853 8.15 696.62 1/1/2007 8/22/2006 10/1/2006
841017894 10.425 1,364.61 1/1/2007 8/18/2006 10/1/2006
841018092 8.7 656.66 1/1/2007 8/16/2006 10/1/2006
841018250 10.9 1,092.63 1/1/2007 8/30/2006 10/1/2006
841018335 9.475 1,006.84 1/1/2007 8/25/2006 10/1/2006
841018632 9.9 1,762.14 1/1/2007 10/2/2006 12/1/2006
841018658 8.245 756.92 1/1/2007 8/31/2006 10/1/2006
841018744 11.405 978.13 1/1/2007 8/30/2006 10/1/2006
841018762 11.88 692.16 1/1/2007 8/31/2006 10/1/2006
841018782 8.345 968.29 1/1/2007 8/28/2006 10/1/2006
841018808 11.88 560.66 1/1/2007 9/8/2006 10/1/2006
841018851 10.7 743.04 1/1/2007 9/8/2006 11/1/2006
841018893 8.2 747.75 1/1/2007 9/11/2006 11/1/2006
841018946 5.85 1,470.16 1/1/2007 8/31/2006 10/1/2006
841018959 8.3 923.96 1/1/2007 10/2/2006 12/1/2006
841019155 8.7 1,867.77 1/1/2007 9/29/2006 11/1/2006
841019211 10.18 1,506.52 1/1/2007 9/15/2006 11/1/2006
841019241 10.53 1,691.91 1/1/2007 9/28/2006 11/1/2006
841019302 9.23 1,081.97 1/1/2007 9/20/2006 11/1/2006
841019305 9.65 1,649.12 1/1/2007 9/22/2006 11/1/2006
841019343 9.275 698.34 1/1/2007 9/25/2006 11/1/2006
841019464 8.155 967.98 1/1/2007 10/26/2006 12/1/2006
841019528 10.6 728.56 1/1/2007 9/25/2006 11/1/2006
841020443 10.84 1,117.02 1/1/2007 10/30/2006 12/1/2006
841020511 10.4 863.72 1/1/2007 10/27/2006 12/1/2006
841020604 8.5 1,715.44 1/1/2007 10/3/2006 12/1/2006
841020896 7.775 1,357.29 1/1/2007 10/13/2006 12/1/2006
841021049 7.52 979.07 1/1/2007 11/1/2006 12/1/2006
841021064 8.22 993.06 1/1/2007 10/18/2006 12/1/2006
841021187 9.795 1,097.58 1/1/2007 10/10/2006 12/1/2006
841021188 8.7 959.34 1/1/2007 10/24/2006 12/1/2006
841021387 9.175 1,864.04 1/1/2007 10/18/2006 12/1/2006
841021434 10.1 701.78 1/1/2007 10/26/2006 12/1/2006
841021459 9.1 1,461.29 1/1/2007 10/20/2006 12/1/2006
841021558 8.25 1,782.00 1/1/2007 10/12/2006 12/1/2006
841021575 10.625 684.62 1/1/2007 10/13/2006 12/1/2006
841021876 7.5 1,629.17 1/1/2007 10/31/2006 12/1/2006
861002978 7.35 1,998.02 1/1/2007 7/21/2006 9/1/2006
861003127 7.7 1,033.79 1/1/2007 9/12/2006 11/1/2006
861003230 9.5 630.64 1/1/2007 8/15/2006 10/1/2006
861003275 7.6 1,376.85 1/1/2007 8/21/2006 10/1/2006
861003372 7.9 1,344.59 1/1/2007 8/16/2006 10/1/2006
861003403 7.25 2,199.34 1/1/2007 8/25/2006 10/1/2006
861003647 7.188 1,257.65 1/1/2007 9/11/2006 11/1/2006
861003761 6.5 1,643.38 1/1/2007 9/14/2006 11/1/2006
871005357 8.85 1,270.17 1/1/2007 6/30/2006 8/1/2006
871005472 10 1,446.24 1/1/2007 7/26/2006 9/1/2006
871005517 9.66 3,077.72 1/1/2007 8/24/2006 10/1/2006
871005956 9.725 2,687.70 1/1/2007 8/28/2006 10/1/2006
871006019 10.525 1,283.25 1/1/2007 9/11/2006 11/1/2006
871006250 6.65 1,855.60 1/1/2007 9/27/2006 11/1/2006
871006276 8.015 2,843.72 1/1/2007 9/28/2006 11/1/2006
Stated Maturity
Loan Number Paid Thru Date Next Due Date Date Index Product Type
---------------------------------------------------------------------------------------------------------------------
101057091 11/1/2006 12/1/2006 6/1/2021 FIX 15 YR FIXED
831064636 12/1/2006 1/1/2007 6/1/2036 FIX 30 YR FIXED
831065514 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
831065250 12/1/2006 1/1/2007 6/1/2036 FIX 30 YR FIXED
831065261 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
831065498 11/1/2006 12/1/2006 6/1/2036 FIX 30 YR FIXED
831065499 12/1/2006 1/1/2007 6/1/2036 FIX 30 YR FIXED
551014516 12/1/2006 1/1/2007 6/1/2036 FIX 30 YR FIXED
831065218 12/1/2006 1/1/2007 6/1/2036 FIX 30 YR FIXED
831065468 12/1/2006 1/1/2007 6/1/2036 FIX 30 YR FIXED
831065470 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
831065639 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
831065582 1/1/2007 2/1/2007 6/1/2036 FIX 30 YR FIXED
551016643 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551016399 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
551016048 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
331046657 12/1/2006 1/1/2007 6/1/2036 FIX 30/40 BALLOON
511048640 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
511048141 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
101059100 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
551014361 11/1/2006 12/1/2006 7/1/2036 FIX 30 YR FIXED
661017401 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
831066283 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
331047963 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
101058948 10/1/2006 11/1/2006 7/1/2036 FIX 30 YR FIXED
101059276 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
171033571 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
191031380 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
551016604 10/1/2006 11/1/2006 8/1/2036 FIX 30 YR FIXED
581010511 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
671013431 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
101059622 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101058871 11/1/2006 12/1/2006 7/1/2036 FIX 30 YR FIXED
101058875 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
101059183 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
101059384 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
841016811 11/1/2006 12/1/2006 8/1/2036 FIX 30/40 BALLOON
841016884 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
831066380 1/1/2007 2/1/2007 7/1/2036 FIX 30 YR FIXED
831066018 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
831066016 1/1/2007 2/1/2007 7/1/2036 FIX 30 YR FIXED
831066015 12/1/2006 1/1/2007 7/1/2036 FIX 30/40 BALLOON
331047605 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
511048675 12/1/2006 1/1/2007 7/1/2036 FIX 30/40 BALLOON
101058789 11/1/2006 12/1/2006 7/1/2036 FIX 30 YR FIXED
101058977 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
191031263 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
171033248 12/1/2006 1/1/2007 6/1/2036 FIX 30/40 BALLOON
51066982 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
101059003 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
141055629 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
681013297 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
101058660 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059578 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059327 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
191031779 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
831065959 12/1/2006 1/1/2007 7/1/2036 FIX 30/40 BALLOON
691009301 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
671013916 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
71073424 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
51068281 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
651020335 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831066255 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831066252 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
831066217 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
831066230 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
371036115 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059673 1/1/2007 2/1/2007 8/1/2026 FIX 20 YR FIXED
101059654 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059172 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059385 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059374 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551016331 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
871005308 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831066538 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
831066622 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059745 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060167 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
611024479 11/1/2006 12/1/2006 8/1/2036 FIX 30/40 BALLOON
581011207 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
671014105 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831066529 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831066290 10/1/2006 11/1/2006 8/1/2036 FIX 30 YR FIXED
831066288 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
831066280 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
831066278 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
371035396 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
101058525 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059817 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059754 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
101059746 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
101059895 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059732 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059714 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059535 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101058892 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059433 10/1/2006 11/1/2006 8/1/2036 FIX 30 YR FIXED
351037674 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059766 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
631014424 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
871005575 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059870 10/1/2006 11/1/2006 8/1/2036 FIX 30 YR FIXED
101059764 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017873 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
631014415 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
101060045 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
101059926 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059066 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
211045406 1/1/2007 2/1/2007 7/1/2036 FIX 30/40 BALLOON
551016991 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551015236 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
621017576 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060588 12/1/2006 1/1/2007 6/1/2036 FIX 30 YR FIXED
101059825 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059339 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
61069906 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
631014434 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
661017804 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059807 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059761 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
351035639 1/1/2007 2/1/2007 7/1/2036 FIX 30 YR FIXED
101058222 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059995 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
101059988 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059559 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059036 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
61070386 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
551017948 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101060041 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831066752 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
611024732 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
631014395 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
671014225 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101060223 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
111002099 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551016479 11/1/2006 12/1/2006 7/1/2036 FIX 30 YR FIXED
371035122 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060633 10/1/2006 11/1/2006 9/1/2036 FIX 30 YR FIXED
101060587 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
101060202 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
101059412 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
631014446 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
661018032 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
511048981 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
511049140 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
101060361 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101059646 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060213 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060207 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
141056112 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
521042906 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
651020909 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831067334 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831067347 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
331048511 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060469 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060328 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060284 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551016948 2/1/2007 3/1/2007 9/1/2036 FIX 30 YR FIXED
631014394 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037082 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
511049357 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060626 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060511 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059573 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
101060746 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101061031 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101060956 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831067325 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
671014063 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
841017781 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101061010 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
171033742 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
171034268 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
51067705 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017233 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
631014689 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
631014347 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
871005650 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
871005372 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
341034584 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
371037192 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060589 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060719 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101060533 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060391 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060951 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
211046544 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
651021074 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371036857 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
511049645 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060737 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060560 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
631014706 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
661018219 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101059465 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060461 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060859 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060829 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61071074 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831068315 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551018445 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
611024525 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
841015989 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101061151 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
321036159 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
511049347 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060712 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061085 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061180 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151033143 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
831067670 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
831067677 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831067673 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831067667 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
831067666 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831067665 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831067664 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831067674 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831067678 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
831067675 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
671013948 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060668 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060707 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
31044928 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
551019236 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551019186 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841017270 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
371036889 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
511049554 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
101060348 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061005 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
31044539 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
831068269 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831068137 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
611024634 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831068402 10/1/2006 11/1/2006 9/1/2036 FIX 30 YR FIXED
371036644 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371036077 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061385 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061227 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
171034751 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621017859 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651021096 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
631014814 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651020206 10/1/2006 11/1/2006 9/1/2036 FIX 30 YR FIXED
671014529 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101059165 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061008 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060887 1/1/2007 2/1/2007 9/1/2021 FIX 15 YR FIXED
101060819 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151036709 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
211046638 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831067443 10/1/2006 11/1/2006 8/1/2036 FIX 30 YR FIXED
831067441 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
831067440 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
831067438 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551019267 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551018797 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
671014646 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
671014563 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
681013787 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
831068470 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
511049500 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
101061635 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061347 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061562 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061554 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
101061469 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
211047507 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61071209 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621017904 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
581011997 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651021272 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
231084878 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
101061393 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
111002231 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551019959 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231085072 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101062164 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101061518 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101061509 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060986 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101061303 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061082 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651021824 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
321036805 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
331048494 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
331047029 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED with 5 yr IO
101062089 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061639 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
191032689 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
31044946 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
611025082 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
651021255 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
871005756 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351039196 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
171034040 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
211047281 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
31045124 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
511048831 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
101061659 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
581011857 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
611024885 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
331049015 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
511049778 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
191032670 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
551019610 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
631014892 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
691009568 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831068761 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037907 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061986 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101061958 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061841 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
871006091 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581011856 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
631014607 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
101061580 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
831068802 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
341035726 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
381028466 12/1/2006 1/1/2007 10/1/2026 FIX 20 YR FIXED
231085426 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061217 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060947 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581012466 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
691009945 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151036955 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
611025205 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
331049173 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
551019178 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101061417 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101062085 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061909 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
171034526 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
191032665 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581012430 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
581012298 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
581012457 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
381029330 11/1/2006 12/1/2006 10/1/2036 FIX 30/40 BALLOON
511049571 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101061499 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061440 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061244 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
691009912 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
231085105 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED with 5 yr IO
651019860 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
611025305 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
371035142 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101061925 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581012078 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
651021821 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371038314 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
831068587 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351039334 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
511050349 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231084407 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101062438 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062366 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061668 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061650 1/1/2007 2/1/2007 10/1/2026 FIX 20 YR FIXED
101060695 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062173 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062145 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
31044766 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581012426 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
101062465 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025078 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
871005922 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
331049179 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061664 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061888 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101061384 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101062210 11/1/2006 11/1/2006 10/1/2036 FIX 30 YR FIXED
111002190 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
191032731 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651020981 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
631014951 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
691009515 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
331047816 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
841019506 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341035746 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101062282 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062462 12/1/2006 1/1/2007 10/1/2021 FIX 15 YR FIXED
101062565 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061735 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061708 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
101062774 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
171035077 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211047616 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
51069704 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
831068240 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED with 5 yr IO
231085161 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062285 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
611025315 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
831068246 1/1/2007 2/1/2007 8/1/2036 FIX 30/40 BALLOON
621018371 12/1/2006 1/1/2007 10/1/2026 FIX 20 YR FIXED
671014804 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
831068806 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
831068804 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
511050525 12/1/2006 1/1/2007 10/1/2026 FIX 20 YR FIXED
511049586 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101062450 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062313 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061914 1/1/2007 2/1/2007 10/1/2026 FIX 20 YR FIXED
831069123 11/1/2006 12/1/2006 10/1/2036 FIX 30/40 BALLOON
841019937 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085305 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062248 2/1/2007 3/1/2007 10/1/2036 FIX 30 YR FIXED
631015042 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
61071811 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
671014856 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
871006156 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062508 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062453 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061847 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062566 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062771 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062170 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062674 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
691010143 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
651021530 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
671014795 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
671014754 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
101062530 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062271 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062616 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062577 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062582 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062634 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062672 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61071523 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
831069225 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
611025269 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
331049061 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
581012517 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025194 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
651021912 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
831068797 1/1/2007 2/1/2007 9/1/2021 FIX 15 YR FIXED
831068796 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831069233 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
831068799 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
831068801 12/1/2006 1/1/2007 10/1/2021 FIX 15 YR FIXED
101062528 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062604 11/1/2006 11/1/2006 10/1/2036 FIX 30 YR FIXED
101062667 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025295 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
551020367 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
611025474 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
661018591 12/1/2006 1/1/2007 10/1/2021 FIX 15 YR FIXED
831069090 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831069097 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831069095 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831069094 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
831069091 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
831069092 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049277 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381029418 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061680 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062882 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
671015033 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
831069093 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
111002272 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
111002367 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
631014883 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
511050742 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
611025310 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
631014924 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
831069216 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
191033290 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
581012624 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551020688 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
831069306 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831068929 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
831068923 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831068920 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831068913 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831068911 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
831068909 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101062694 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062886 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
171035145 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
191032413 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61072617 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
661018534 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
111002259 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062615 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
111002292 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
31045404 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
651021197 12/1/2006 1/1/2007 10/1/2026 FIX 20 YR FIXED
51070125 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025233 11/1/2006 12/1/2006 10/1/2036 FIX 30/40 BALLOON
661018505 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
331049594 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
111002279 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
581012485 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551019767 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
611025532 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
831069178 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
831069414 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
831069179 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062391 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101060970 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101061982 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101063322 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063470 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063274 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062677 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062944 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062708 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
111002157 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062888 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062846 12/1/2006 1/1/2007 10/1/2021 FIX 15 YR FIXED
101062836 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037803 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
151037468 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056592 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
191033516 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048029 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070685 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
51070787 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049448 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
511050499 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
231085100 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61071802 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
631015110 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
671015120 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
671015038 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
671014942 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
831069181 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
101060463 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
631015115 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
631015007 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
611025209 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
661018835 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062319 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062298 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061917 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025197 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
101062939 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
331049544 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
101062744 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
551020487 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551021042 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
831069290 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
231085901 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062261 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
111002335 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061537 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063337 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063042 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063118 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063453 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062686 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
171034050 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070948 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551019227 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
841018904 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581012941 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551017617 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551020767 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551021578 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
611025652 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371037231 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101063267 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062670 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062856 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062812 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063306 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025181 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
511050593 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
511050411 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
231084861 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062174 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
171035391 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
631015109 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
511050951 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
511051048 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
551021007 12/1/2006 1/1/2007 10/1/2026 FIX 20 YR FIXED
551021571 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
871006200 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062495 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063440 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061041 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063654 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
101063384 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063669 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063368 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062791 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062918 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062826 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
31045378 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
831069256 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101063517 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
511049986 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
651022306 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
611025637 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
631015065 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
671015239 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
871006210 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
151037881 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
31045277 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
551021623 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621018604 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
871006103 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
871006219 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
871006230 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061842 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062547 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063047 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063121 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
101063168 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101063314 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063146 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063446 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063567 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101063810 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063373 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062631 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
151037667 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151038153 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611024990 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
831069593 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
871006213 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341036161 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371038491 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063362 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
101063075 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063481 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063212 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025106 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
371038725 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
141056907 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
551020798 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
651021480 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025480 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
961069657 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
961069655 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029758 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062950 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063221 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063475 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151036544 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
651022039 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
611025711 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
101063447 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
31045311 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351040002 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
511050928 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025723 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
611025629 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
511051007 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
101062290 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062181 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063279 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063367 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
191033607 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
611025554 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
681014057 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
511051158 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
551020128 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551020156 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551016471 11/1/2006 12/1/2006 10/1/2021 FIX 15 YR FIXED
551022049 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
631015210 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
671014894 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371037794 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039352 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
371038566 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
511050857 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085115 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231085814 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101061741 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101063359 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063188 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063590 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101063758 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062427 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551020937 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
171035505 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
371039214 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039320 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039671 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
111002483 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
151037483 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025742 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
101063354 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
661019233 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
581012558 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551019690 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551021630 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
551021329 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
841021524 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
961069995 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039698 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371038697 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
691010342 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
871005803 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
691010409 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
841021003 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063600 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064118 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025829 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
841020949 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
841020765 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331048654 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101062244 11/1/2006 12/1/2006 9/1/2021 FIX 15 YR FIXED
671015203 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
521045570 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013047 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551020444 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
611025849 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
691010346 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101061488 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063591 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101063430 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
101063836 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064061 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
211049177 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581013149 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
581013122 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025833 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
101063534 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191033820 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
511051338 2/1/2007 3/1/2007 11/1/2036 FIX 30/40 BALLOON
581012837 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022037 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022113 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
691010222 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351039709 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371039502 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371038856 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086142 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101062567 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
101063324 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
101064064 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064004 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063826 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101062870 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101062671 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062797 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581013101 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
691010293 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
341036423 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039362 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61072902 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
331049525 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
151037878 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
661019129 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371037802 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029845 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064265 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101062955 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064080 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063969 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063865 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101062852 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025650 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
691010407 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
871006275 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025625 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
661019164 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
841021239 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
351040347 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
151037850 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
681014056 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
671015325 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064587 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101063361 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063491 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101063792 2/1/2007 3/1/2007 11/1/2036 FIX 30 YR FIXED
171035458 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
31045489 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063419 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063579 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
171035566 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351040830 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
961070276 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064671 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063720 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101062924 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
191033468 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581013457 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
841020463 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231084447 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
581013386 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
661019523 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
101064513 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064296 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064399 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022043 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
661019473 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
961070283 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064091 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064474 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
161051076 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
171035508 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
671015452 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
61073251 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
101064478 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064416 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064910 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063487 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063606 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064034 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
631015411 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022532 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
371039668 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
511051028 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
671015500 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039233 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191034413 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
671015742 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
371038680 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101064484 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064557 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064314 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064354 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064408 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064422 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063896 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101063883 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063868 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063853 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063705 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063977 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064067 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
31045690 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
631015050 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022553 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049132 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039582 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
511051098 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064391 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
61072850 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
101063770 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
681014522 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
551022206 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022824 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
671015674 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064333 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064806 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064845 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064969 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063788 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063908 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101063848 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063779 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063756 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064276 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064202 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064226 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038584 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049377 2/1/2007 3/1/2007 11/1/2036 FIX 30 YR FIXED
211049386 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
31045629 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
671015811 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
671015509 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
841021152 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
331050178 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038382 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
151038158 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
661019244 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
191034367 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
611025983 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611025967 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
631015465 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
671015373 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
231086432 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063796 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063353 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
671015560 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
671015493 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
671015657 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
511051518 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
511051624 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
101065088 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022333 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
671015747 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
671015645 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
511051309 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
231086584 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
171035608 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
101064766 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025695 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
511051341 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
651022521 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
961070578 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064834 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064448 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064950 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064957 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064196 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191034224 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
691010272 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
171035888 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
191033593 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
631015588 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
631015636 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611025939 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
111002538 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
351040708 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064553 1/1/2007 2/1/2007 11/1/2021 FIX 15 YR FIXED
101064768 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064338 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064836 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
101065001 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063948 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063971 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101061849 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
171035712 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025327 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
331049802 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
611025998 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521043668 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064797 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
631015496 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
871006536 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
511051950 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
101064540 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
551022419 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
631015332 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064786 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064293 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064382 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064340 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063033 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063938 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191034220 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191033761 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
841021958 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331050100 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
101064572 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064914 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
631015730 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
171036035 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
31045631 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
631015319 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
631015816 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
671015852 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
961070846 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351041053 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064682 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064324 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064401 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065413 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065196 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065073 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064604 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
101063694 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101063807 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064183 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064001 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151037861 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551020933 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025984 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
661019597 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
351041073 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065118 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
191034374 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
51072311 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651023088 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
31045774 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
51072071 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
631015809 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
871006280 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049980 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040773 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064480 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064450 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
101065210 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065218 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065337 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064913 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064843 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064872 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065184 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101065036 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101063753 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063462 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101064166 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211048481 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
191032916 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331050274 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
371037800 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
371040310 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064931 1/1/2007 2/1/2007 11/1/2021 FIX 15 YR FIXED
661019790 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
101065116 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
171035955 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
551023543 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
551022193 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
551022723 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551022872 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
551023567 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611026183 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
631015618 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
661019741 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
661019661 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
841021741 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
871006568 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331050020 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040610 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
371040264 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371040100 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064477 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064735 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064337 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065281 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065355 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065343 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064965 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064967 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101063926 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101063832 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
151038901 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
151038634 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038488 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191033834 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
171035971 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049408 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
171035384 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
211049420 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211050066 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
51071523 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
581013773 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581013764 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551023924 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
551022572 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551022579 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
551021651 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
551021883 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
581013445 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521047348 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
521047347 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
521047126 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
521047117 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
581013783 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
521046894 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581013915 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551022289 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521046064 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
621018498 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
621019421 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
621019325 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025766 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019676 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
651022788 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
611025860 2/1/2007 3/1/2007 12/1/2036 FIX 30/40 BALLOON
611025885 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
621019180 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
611025909 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025937 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019786 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
631015215 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019475 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
611025507 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018597 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
621019631 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
671015187 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
691010583 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
691010723 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
841022476 1/1/2007 2/1/2007 12/1/2036 FIX 30/40 BALLOON
841022060 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
841022254 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
841022100 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
341037320 12/1/2006 12/1/2006 11/1/2036 FIX 30/40 BALLOON
341036980 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331050287 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
331050364 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
341037480 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
341037450 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
331049964 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
341037392 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040920 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
351041278 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351041083 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040565 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
351041396 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
351041414 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371040917 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
371040895 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
371040479 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
371040282 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039855 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039268 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039123 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
511051817 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
411000578 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
411000790 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
411000560 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
381030118 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
421001028 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
421000815 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086227 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
231086836 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
231086204 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
231086844 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
121050708 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
121050719 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
101064392 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
101064423 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
121050790 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
101065242 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
121050294 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065451 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065482 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
101065544 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065557 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
111002511 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064870 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
101064911 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064129 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
141057065 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057373 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
141057480 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
161051234 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
161051223 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057344 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038560 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
161051502 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
171035820 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191033989 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191034302 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049320 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
211049332 1/1/2007 2/1/2007 12/1/2036 FIX 30/40 BALLOON
211049566 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049741 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
211049855 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
31045905 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
31045714 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071353 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
51070869 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
51071068 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
51071480 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
51071540 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071797 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
51072880 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
51072835 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
51072592 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51072216 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071952 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51072255 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022665 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022733 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551022374 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022544 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581011448 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025294 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551022774 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551023532 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551022661 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521044497 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581013327 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521045271 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581013404 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521045471 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581013812 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521046083 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521046085 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521046650 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581012690 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581012797 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
521039753 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
581012905 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581013195 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022617 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521044755 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
521044885 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581013138 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551021040 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551020354 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551020452 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611024892 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551020589 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551019743 12/1/2006 1/1/2007 10/1/2026 FIX 20 YR FIXED
551020847 12/1/2006 1/1/2007 10/1/2021 FIX 15 YR FIXED
551020902 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551020908 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
551018997 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
611025211 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
551018796 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025191 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551016379 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025158 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025124 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551020677 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551021902 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551021936 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
551021937 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551021513 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551022080 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022122 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022273 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022282 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551021976 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551021057 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551021258 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
551021384 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022319 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022072 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022290 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018775 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018771 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621018484 12/1/2006 1/1/2007 10/1/2021 FIX 15 YR FIXED
621018562 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018516 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621018493 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018571 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022364 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018729 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621018292 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621018652 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
651021850 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
631015393 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
631015483 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
631015799 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019512 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
651021832 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022026 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651021916 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651021908 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651021896 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
651021882 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621018794 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
651021604 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
651021809 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651021804 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651021789 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
651021768 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651021720 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651021692 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651021674 12/1/2006 1/1/2007 10/1/2021 FIX 15 YR FIXED
651021834 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022735 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025702 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
651022953 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022851 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
651022436 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018823 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
611025875 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
611025896 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
611025907 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
621019446 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025477 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
611025359 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025373 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025399 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022790 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651023073 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025562 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
611025579 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025590 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621019138 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
651022504 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019031 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018988 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018981 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019389 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
651022846 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018889 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018866 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
651022394 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
621018977 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019230 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022600 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
651022557 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022555 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
651022643 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
621019227 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019194 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
681014444 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
681014243 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014369 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
681014342 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
681013909 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014047 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
681014063 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
681014075 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014668 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
691010200 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
721011627 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
701004538 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
691010603 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
741017826 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
691010453 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
681014592 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
681014512 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
691010095 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
691010071 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
761017486 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
681014504 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
761017464 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
741017799 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
741017760 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
741017783 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
741017965 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
671014809 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
671014989 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
671014917 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
671014904 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
661018818 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
671014823 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
661019087 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
661019245 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
661019449 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
661019381 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
661018370 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
671015754 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
671015647 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
671015621 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
661018810 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
661018738 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
661018754 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014528 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
671015346 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
841019848 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
841019832 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
841019660 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
861003727 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
861003716 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
861003624 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
841022084 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
841020435 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
841020696 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
841021835 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
871006196 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
871006085 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
871006319 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
871006486 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
871006552 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
871006574 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
291007938 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
321037740 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
271030276 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
291007905 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
271030366 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
291007993 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
291007948 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
291007491 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
291007679 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
291007680 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
291007828 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
291007876 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
291007877 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
271030095 1/1/2007 2/1/2007 10/1/2016 FIX 10 YR FIXED
271030001 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
271029596 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
321037527 2/1/2007 3/1/2007 10/1/2036 FIX 30 YR FIXED
321038279 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
271030270 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
271029425 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341037044 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341037179 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
341036723 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
341036319 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341035822 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341035831 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341035898 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
341035973 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341036032 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
341036034 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036063 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341036090 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
341036793 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036275 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
341036365 2/1/2007 3/1/2007 10/1/2036 FIX 30 YR FIXED
341036377 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036419 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036464 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036533 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036547 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036563 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036784 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
341035544 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
341036124 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049404 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049729 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049573 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049500 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049960 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049333 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049200 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049420 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341035743 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331050226 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341035340 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341035044 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049925 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
351038272 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
351038321 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351038487 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
371040563 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371038224 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371038215 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371040683 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040748 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040842 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371037685 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371040890 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040905 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371038000 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
351039123 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
351040183 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040191 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351040306 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040458 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039005 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
351040825 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351041113 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351041160 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351041352 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351039225 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351040117 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351039565 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039993 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
351039690 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039723 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039779 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039405 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371038849 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039428 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371038814 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039437 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371038807 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
371038865 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039523 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371039546 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371038975 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039193 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039052 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039197 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039013 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039272 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371038956 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040354 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040236 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040284 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040127 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371038646 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
371040360 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371040365 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371040366 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371038435 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371038374 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371040482 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371038494 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039729 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371038748 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039939 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371038669 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371040047 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
411000208 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
411000731 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
411000573 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029280 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
411000322 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
411000318 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
381028504 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
411000193 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
401010129 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
401010288 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
401010421 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
411000191 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
411000188 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029861 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
401010479 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381029499 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381029692 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381029588 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381029734 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381029496 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381029429 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029810 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381030079 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
421000552 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029846 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029696 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029782 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381030103 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029825 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
511050842 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
511050840 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
511050797 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
511050274 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
421000393 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
421000647 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
421000069 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
421000264 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
421000692 1/1/2007 2/1/2007 11/1/2026 FIX 20 YR FIXED
421000696 2/1/2007 3/1/2007 11/1/2036 FIX 30 YR FIXED
231086143 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086340 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
231086244 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086384 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086695 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086131 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086491 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086127 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
231086634 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086884 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
261058307 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
261058339 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
261058579 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231086605 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
231085286 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085516 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
231085514 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231085415 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085078 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
231085068 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231086108 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
231086841 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231085357 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231085981 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086105 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
231086098 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231085608 12/1/2006 1/1/2007 10/1/2021 FIX 15 YR FIXED
231085978 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085976 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085886 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086092 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231085675 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231085775 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101058531 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
111002298 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
111002308 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
111002376 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062118 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
121049131 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
121050076 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
121050121 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
121050162 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064432 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064161 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063318 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063198 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063220 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063624 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063454 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064006 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063805 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063859 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101062873 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
161051158 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038273 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
161050934 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
161050961 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151038239 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038103 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038155 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151037980 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
161050825 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
161050982 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
161051306 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
161050843 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151038133 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
161051286 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
151038788 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151037755 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037915 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
161051072 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151036837 1/1/2007 2/1/2007 9/1/2021 FIX 15 YR FIXED
161050541 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
151037109 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
151038446 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
151037511 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
151037407 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
161051247 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
141056803 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
141056832 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056896 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056977 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056983 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141057116 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057121 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057147 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057252 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
151036209 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056457 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056463 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056528 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056605 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
141056693 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056708 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151038399 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056738 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211049110 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049104 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211048964 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048916 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
211048867 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048659 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211048591 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211048570 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
171034741 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
191033496 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
191032912 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
191033172 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
191033315 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
191033376 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191033415 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
191033666 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
191033703 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
191034517 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191034119 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191033426 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211047974 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048373 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048292 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048150 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
211047577 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211047491 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191032880 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
31045362 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
31044989 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
31045613 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
31045596 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071397 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071403 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071787 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61072500 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61072339 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
61071899 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
61071853 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61072431 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073499 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073072 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61072920 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073177 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51070041 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070233 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070385 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
61071846 11/1/2006 11/1/2006 10/1/2036 FIX 30 YR FIXED
51070994 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51071055 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
51069614 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
61071042 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51069584 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51069792 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61071790 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
51069564 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
51072252 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
581013006 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
581012840 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
581012120 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
631015527 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
621018957 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
651022535 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
651022879 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
621019176 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
611025326 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
611025597 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED with 5 yr IO
611025683 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
651022528 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
661018897 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
661019220 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
671015226 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
321037268 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
331049462 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
341036542 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
331049457 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
371037347 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
381029002 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
101064426 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
101063350 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
111002321 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
161051331 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
191033867 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
171034976 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED with 5 yr IO
191034071 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
211047813 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED with 5 yr IO
31045406 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
31045238 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
31045132 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED with 5 yr IO
521044212 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581012938 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521046115 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521045950 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521043168 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551023308 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551023295 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
551023147 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521046142 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521045313 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
581013393 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
521046013 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581013600 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
581013641 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
611025236 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
611025013 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
551020369 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
551020423 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581013241 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551020872 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551020928 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551021672 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
611024087 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
551021371 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022123 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022008 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025362 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621019594 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019450 2/1/2007 3/1/2007 11/1/2036 FIX 30 YR FIXED
611025949 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025746 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611025804 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
651022582 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022058 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621018886 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025478 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621019146 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611025440 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022621 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
651022824 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022910 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022505 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
631014910 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
631014327 10/1/2006 11/1/2006 9/1/2036 FIX 30/40 BALLOON
631015580 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
631015362 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
631015522 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
661019390 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
661019184 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
661019238 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
671014864 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
681014323 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
681013981 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
681014180 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
711011447 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
761017408 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014610 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
691010457 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
681014182 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
841021942 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
841021659 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
841021577 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
841020972 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
841020583 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
841020554 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
841019729 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
321037297 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
321037889 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
291007851 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
291007660 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
291007890 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
291007892 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
291007982 11/1/2006 12/1/2006 10/1/2026 FIX 20 YR FIXED
291008045 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
321038499 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049491 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
331050163 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341035473 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049750 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
341035772 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
341035421 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
331049319 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049314 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
331049287 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
341035406 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341034503 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049575 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341037259 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049984 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341037554 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341035879 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341036958 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351041131 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351041219 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371035973 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
371039260 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
371039374 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
351040318 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039534 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039489 12/1/2006 1/1/2007 10/1/2026 FIX 20 YR FIXED
351039436 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351038965 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
351038932 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039203 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351040500 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371038073 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371040369 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
371038881 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039431 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371039421 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039390 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
411000064 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
381030017 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
421000199 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
421000561 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
511051857 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
411000801 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
411001035 12/1/2006 12/1/2006 11/1/2036 FIX 30/40 BALLOON
381029270 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
421000120 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
511050556 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
381029980 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086193 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231084646 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086198 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231085325 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
261058543 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
261058346 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
101062960 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101064751 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064949 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064903 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064167 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064722 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064754 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
121050175 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
111002312 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
101062569 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
121049613 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
111002514 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
111002513 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
111002316 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
151039110 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056674 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
141056613 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038972 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056992 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057021 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056997 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056995 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056988 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056989 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056812 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
141056882 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056952 11/1/2006 12/1/2006 10/1/2036 FIX 30/40 BALLOON
151037835 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
141057251 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
161051412 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
151036194 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
161051337 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
151036551 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
151036587 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
161051239 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
161051375 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151037934 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038001 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151038048 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191031205 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
191033317 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048095 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211049466 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049204 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
211048116 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048778 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191033795 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
171035311 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
211047444 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
171035661 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
211048649 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
191033700 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
61073561 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61072081 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51072638 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51072713 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51070607 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61071868 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61071403 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073354 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61071861 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
51072782 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071059 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070376 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070319 12/1/2006 1/1/2007 10/1/2026 FIX 20 YR FIXED
51070073 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51071979 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073673 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
51072087 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
51072144 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51070181 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61072894 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073005 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61072698 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073229 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
61073202 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61072614 11/1/2006 11/1/2006 10/1/2026 FIX 20 YR FIXED
551023343 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581013011 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551020859 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581013585 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
621018402 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
651023166 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
841019749 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
321037125 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
271029970 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
341037192 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036401 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040422 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
371040679 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
351039036 12/1/2006 1/1/2007 10/1/2021 FIX 15 YR FIXED
371037632 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
371039194 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
381029865 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
381029618 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
231085089 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231084954 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086401 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
141056770 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
151037877 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
161050788 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
191033618 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
171035283 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
191033653 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
191033842 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
51071577 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521044943 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
521045128 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551023821 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581013575 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
551021859 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551021961 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581013421 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
521045799 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551022779 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
521046974 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551023434 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
551019921 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581012841 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
581012216 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
521044761 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621018935 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022275 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
691009677 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
671015264 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
671015267 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
761017561 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
671015639 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
841019993 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
841018965 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
321037560 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
321036431 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
271030372 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
291007913 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
321037999 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
321038054 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
321038180 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
341036499 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049253 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
331049690 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
351041281 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371037473 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
511052060 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
231086360 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
231086807 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
231084876 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231086147 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
231086271 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
111002461 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
121050179 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
111002364 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
121050513 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
141056870 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
141056897 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056900 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057032 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057411 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
141056302 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056314 1/1/2007 2/1/2007 9/1/2021 FIX 15 YR FIXED
141056312 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056554 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
161051350 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
141056617 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
141057151 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056491 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
161050813 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056565 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048423 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
191034483 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51070313 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
51070137 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61071532 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070100 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51072100 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073102 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073618 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51072470 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51072036 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071349 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
51070932 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581012365 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
581013691 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013692 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
581012249 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
581012895 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
521044350 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
521045148 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
581013245 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013348 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013533 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
521045779 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013604 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611025253 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
611025186 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
551021593 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
551020368 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
651022992 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
621019644 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
611025710 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
651022581 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611025890 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
651022682 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
611025681 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
621019680 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
621019190 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
621018449 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
621019136 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
631015604 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
621019045 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
621019039 12/1/2006 12/1/2006 11/1/2036 FIX 30/40 BALLOON
621018784 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
621018874 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
611025620 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
611025660 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
621019534 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
621019503 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
651021862 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
621019445 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
621019235 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
651023028 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
621019423 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
631015709 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
621019263 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
621019242 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611025950 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
631015475 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
651021801 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
661019498 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
661018037 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
691010416 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
661018101 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
671014179 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
671014282 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
691009936 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
661019012 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
661018682 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
661018676 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
701004545 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
671015745 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
671015300 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
701004371 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
661019225 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
681014516 12/1/2006 12/1/2006 11/1/2036 FIX 30/40 BALLOON
701004493 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
861003590 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
841021615 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
841018625 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
841018530 11/1/2006 12/1/2006 10/1/2036 FIX 30/40 BALLOON
841020489 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
271030165 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
291007345 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
321038383 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
291007844 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
331049589 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
331049616 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
331049562 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
331050045 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331049136 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
331049949 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
341036550 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331050032 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331049310 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
331049877 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
331049961 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331049955 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
341036767 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
331050250 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331049359 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
331050293 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331049697 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331049834 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331050221 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
371038160 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
371040999 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
371039381 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
371041022 1/1/2007 2/1/2007 12/1/2036 FIX 30/40 BALLOON
351039901 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
371039828 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
371040497 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
371040537 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
371040638 1/1/2007 2/1/2007 12/1/2036 FIX 30/40 BALLOON
371039223 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
351039954 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
371040799 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
421000754 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
381030113 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
401010531 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
381029722 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
411000136 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
401010477 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
401009504 11/1/2006 12/1/2006 9/1/2036 FIX 30/40 BALLOON
511049497 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
381029542 11/1/2006 12/1/2006 10/1/2036 FIX 30/40 BALLOON
511050570 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
381029613 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
511050085 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
231086668 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
231086517 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
231086416 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
261058591 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
231085214 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
231085834 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
111002299 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
101062800 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
111002358 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
111002504 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
161051359 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
161051188 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
151036977 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
161050859 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
161051215 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
151038059 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
161050743 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
141057306 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
151037700 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
191034208 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
171035728 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
211047209 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
171035827 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
211048124 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
211049098 12/1/2006 12/1/2006 11/1/2036 FIX 30/40 BALLOON
211048037 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
191034550 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
171035618 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
171035872 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
191033335 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
191034111 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
191033500 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
171035034 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
171035299 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
171035373 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
31044820 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
31045754 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
31045153 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
31045280 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
31045297 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
61072673 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
61069726 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
61071065 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
51070802 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
521042857 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
611025122 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
611024765 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
611024694 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
611024643 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
611024638 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
611024951 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
611025073 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
611025039 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
611024954 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
611024915 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
521042776 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
611025110 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
551018420 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551019332 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551018684 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551018978 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
611024399 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
611024606 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
611024320 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551019482 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551019059 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551019117 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551016793 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551019119 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581012359 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
581012172 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581012157 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551016972 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED with 5 yr IO
551017177 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017161 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
551017069 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581011909 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
551017302 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551015982 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551018815 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581012100 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
551016401 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551016318 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551016205 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551019132 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581011796 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
581011786 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
581011414 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
521044044 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
521043382 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
521043529 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
521044316 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551017978 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551017857 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551012552 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
521044485 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551017996 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
521044408 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551020035 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
551017556 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017778 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017621 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551017590 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621017916 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
651019910 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
631014528 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
631013655 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
621018366 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
621018156 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621018187 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
621018271 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
621017668 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
621017642 1/1/2007 2/1/2007 8/1/2036 FIX 30/40 BALLOON
621017846 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
621017881 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
651021162 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621017163 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
651021118 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651019292 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
651020581 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651020329 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621016935 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
621017941 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621017472 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621017466 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
651021639 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621017461 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651021486 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651021466 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651021186 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
651021240 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
651021415 1/1/2007 2/1/2007 9/1/2026 FIX 20 YR FIXED
741017367 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
741017392 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
741017483 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
741017277 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
741017188 11/1/2006 12/1/2006 8/1/2021 FIX 15 YR FIXED
741016862 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
741017622 1/1/2007 2/1/2007 9/1/2021 FIX 15 YR FIXED
681012999 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
681012933 1/1/2007 2/1/2007 8/1/2021 FIX 15 YR FIXED
681013144 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
741017493 12/1/2006 1/1/2007 9/1/2026 FIX 20 YR FIXED
661017261 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
701003933 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
721011250 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
701004095 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
661017453 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
701004163 12/1/2006 1/1/2007 8/1/2026 FIX 20 YR FIXED
701004261 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
681013859 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
721011342 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
701004264 1/1/2007 2/1/2007 8/1/2036 FIX 30/40 BALLOON
701004273 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
721011519 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
721011282 1/1/2007 2/1/2007 9/1/2016 FIX 10 YR FIXED
661018301 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
711010825 1/1/2007 2/1/2007 8/1/2021 FIX 15 YR FIXED
711011027 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
681013374 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
661018531 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
661017433 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
661018028 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
661017890 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED with 5 yr IO
681013924 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
681013383 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
671014253 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
681013660 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
681013163 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
761017123 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
681013649 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
681013645 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841018507 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841018427 11/1/2006 12/1/2006 9/1/2036 FIX 30/40 BALLOON
861003459 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
861003337 10/1/2006 11/1/2006 9/1/2036 FIX 30/40 BALLOON
841018243 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841018125 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
841018326 12/1/2006 1/1/2007 9/1/2026 FIX 20 YR FIXED
861003232 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
861003004 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
861003179 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
861003181 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
861003238 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
861003297 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841018013 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
861003192 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
871005658 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841015765 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
841016525 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
791007351 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
841017774 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
841016648 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
841016706 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
841016942 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
841016908 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
841018797 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841017264 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
861002041 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
861002426 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
841019033 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
271029042 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
321036050 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
321036197 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
321036513 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED with 5 yr IO
271028954 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
321035521 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
291007681 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
271029459 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
291007586 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
321036924 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED with 5 yr IO
271029543 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
321036798 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
321036750 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
321036661 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
291007368 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
271029701 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
291007065 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
271029339 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
291006928 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
321035077 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
271029360 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
291006651 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
291007219 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
291007472 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
331048545 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
341035619 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
331048100 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
331048077 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
331049243 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
331049018 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341035775 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341035611 10/1/2006 11/1/2006 9/1/2036 FIX 30 YR FIXED
341035511 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
331047799 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
331048789 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
331048606 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
331048625 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
331049037 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
331048257 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
331048816 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
331048194 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
331048857 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
331048877 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
331048764 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
331047782 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
341034288 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341033822 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341034116 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
341034913 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
341035043 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341034491 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
341034879 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341034875 12/1/2006 1/1/2007 9/1/2026 FIX 20 YR FIXED
341034802 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
371036631 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351038749 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371036586 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371036014 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
371036222 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
371036245 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
371036485 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
351038025 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
371037981 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351037730 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
351037949 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
351038048 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
351038903 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351038176 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
351038275 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
351038403 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
371037071 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037091 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
371035950 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
371037924 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037775 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
351037684 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037422 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037572 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
371037624 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371036894 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351037039 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
351036492 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
351038569 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351036873 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
351038647 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371035433 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
371035925 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
351039108 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351038507 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371035906 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
371035873 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
351038519 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351039202 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
381029076 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
381029009 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
381028749 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
381028980 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
401008620 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
381028642 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
381028909 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
381028945 11/1/2006 12/1/2006 9/1/2036 FIX 30/40 BALLOON
381028949 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
511050403 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
511048710 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
401008861 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
511049485 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
401009788 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
401009525 12/1/2006 1/1/2007 9/1/2026 FIX 20 YR FIXED
401009434 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
401009329 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
401009053 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
401009164 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
401009026 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
231084550 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
261057991 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
261057371 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
261058075 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
261057716 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
261057742 1/1/2007 2/1/2007 8/1/2026 FIX 20 YR FIXED
261057862 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
231085366 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
261057528 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
231085034 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084998 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084966 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
261057946 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
261057585 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
261057615 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
231083625 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
231083592 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231083920 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
231083212 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
231082886 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
231084416 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
231084387 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084036 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084314 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
101058607 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060564 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060454 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
101059497 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059794 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059683 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059625 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059550 10/1/2006 11/1/2006 8/1/2036 FIX 30 YR FIXED
101060035 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
121048678 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
121048724 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101062111 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061977 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
121048389 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061769 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
111002081 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
101062363 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062278 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
161050152 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
151036202 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
151036092 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
141055821 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
151036779 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
161049972 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151036784 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037106 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151035310 10/1/2006 11/1/2006 8/1/2021 FIX 15 YR FIXED
141056328 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
141056368 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
141054817 1/1/2007 2/1/2007 7/1/2036 FIX 30 YR FIXED
141056111 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
161050566 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151033438 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
151035971 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151035528 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
161050286 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
141056068 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
141056056 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
141056061 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
211047529 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
191032714 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
191032389 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
211045975 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
211046555 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
211047771 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
211047511 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211045216 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
171034399 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
191031745 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
191032132 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
191031933 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
211045421 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
31044255 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
61070023 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
51067312 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
51067827 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
51067831 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
61068334 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
51068134 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
61070416 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
61070312 10/1/2006 11/1/2006 9/1/2036 FIX 30/40 BALLOON
61070482 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61070281 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61070177 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
61070192 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
61071039 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61071205 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
61071294 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51068102 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
61066729 10/1/2006 11/1/2006 9/1/2036 FIX 30/40 BALLOON
61069852 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
51069551 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61069747 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
51068794 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
51068702 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
51068825 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
51068941 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
31044388 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
31044429 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
31044507 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
31044565 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
31044669 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
31044705 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
31044979 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
31045015 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
31045063 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
31045145 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
31045161 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
31045214 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
31045255 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
31045256 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
31045314 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
31045322 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
31045468 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
31045479 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
31045513 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
31045530 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
31045732 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
31045744 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
31045795 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
31045822 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
31045832 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
51066692 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
51067093 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
51067202 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
51067820 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
51068305 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
51068342 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
51068376 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
51068459 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
51068621 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
51068645 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
51068710 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
51068754 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
51068805 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
51068808 1/1/2007 2/1/2007 9/1/2021 FIX 15 YR FIXED
51068870 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
51068986 1/1/2007 2/1/2007 9/1/2026 FIX 20 YR FIXED
51069302 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
51069342 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
51069343 10/1/2006 11/1/2006 9/1/2036 FIX 30 YR FIXED
51069431 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
51069437 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
51069485 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
51069843 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51069854 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
51069883 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51069924 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51069939 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
51069950 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
51069991 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51069993 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070033 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
51070054 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070157 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070159 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070400 11/1/2006 12/1/2006 10/1/2021 FIX 15 YR FIXED
51070609 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070681 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070686 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070858 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070892 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51070906 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
51071010 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
51071053 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
51071078 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071094 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071121 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071232 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071258 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
51071322 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071361 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071454 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071482 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071547 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
51071650 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071767 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
51071883 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51071885 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
51071916 1/1/2007 2/1/2007 11/1/2021 FIX 15 YR FIXED
51071954 12/1/2006 12/1/2006 11/1/2036 FIX 30/40 BALLOON
51072028 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51072066 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
51072168 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
51072179 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51072207 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51072367 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
51072419 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51072443 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51072445 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
51072471 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
61069106 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
61069268 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
61069298 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
61069567 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
61069582 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61069902 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
61069912 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
61069924 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
61069939 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
61070027 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61070254 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
61070524 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
61070584 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61070639 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61070673 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61070762 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61070770 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61070799 11/1/2006 12/1/2006 9/1/2036 FIX 30/40 BALLOON
61070819 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61070835 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
61070981 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
61070984 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61071016 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
61071036 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61071201 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61071319 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61071638 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
61071731 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61071788 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61071852 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61072003 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61072111 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
61072246 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
61072364 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
61072372 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61072397 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61072401 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61072492 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61072531 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
61072539 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61072549 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
61072551 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61072560 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
61072590 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61072610 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61072611 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61072616 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61072703 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61072759 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61072809 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61072845 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
61072885 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
61072896 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
61072969 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073124 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073126 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
61073209 2/1/2007 3/1/2007 11/1/2036 FIX 30 YR FIXED
61073296 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073372 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
61073462 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
61073488 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
61073529 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073609 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073628 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073669 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073682 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073705 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
61073757 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
61073809 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
71072858 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
71073306 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
71073451 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
71073469 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
71073493 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
71073499 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
71073511 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
71073528 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
71073607 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101057431 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101057886 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101058682 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
101058975 11/1/2006 12/1/2006 7/1/2036 FIX 30 YR FIXED
101059162 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059434 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059490 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101059539 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059553 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059576 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
101059592 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101059668 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059729 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059765 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101059818 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060086 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060123 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060133 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060248 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060339 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060355 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060474 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060505 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060576 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101060592 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
101060750 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101060788 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
101060830 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
101060855 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060915 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060941 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101060989 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061006 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061016 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061053 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061160 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061191 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061209 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061219 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061231 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061310 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061324 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061361 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061418 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061446 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
101061556 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101061584 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
101061696 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101061759 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
101061966 10/1/2006 11/1/2006 9/1/2036 FIX 30 YR FIXED
101062018 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101062156 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101062162 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101062201 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
101062397 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062431 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062475 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062563 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062574 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062611 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062669 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062695 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101062832 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062906 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101062932 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063071 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063074 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
101063078 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063229 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063327 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
101063357 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063392 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063394 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063451 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063458 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063468 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063666 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
101063717 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063795 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
101063846 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101063927 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
101064065 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
101064075 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064300 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064320 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064363 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064555 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064600 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064749 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
101064824 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064860 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064877 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101064884 1/1/2007 2/1/2007 11/1/2026 FIX 20 YR FIXED
101065026 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
101065123 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
101065171 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
101065462 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
111001760 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
111002014 1/1/2007 2/1/2007 8/1/2036 FIX 30/40 BALLOON
111002019 1/1/2007 2/1/2007 8/1/2036 FIX 30/40 BALLOON
111002079 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
111002088 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
111002118 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
111002121 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
111002179 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
111002206 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
111002213 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
111002227 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
111002254 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
111002313 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
111002341 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
111002369 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
111002387 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
111002388 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
111002390 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
111002392 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
111002394 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
111002406 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
111002410 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
111002440 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
111002470 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
111002481 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
111002482 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
111002489 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
111002494 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
111002528 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
121048517 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
121048780 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
121048804 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
121048843 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
121048966 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
121049087 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
121049091 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
121049098 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
121049099 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
121049107 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
121049284 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
121049384 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
121049487 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
121049523 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
121049539 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
121049604 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
121049808 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
121050111 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
121050182 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
121050236 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
121050336 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
121050622 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
121050751 1/1/2007 2/1/2007 12/1/2036 FIX 30/40 BALLOON
141055384 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
141055401 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
141055623 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
141055655 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
141055702 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
141055752 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
141055783 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
141055814 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
141055826 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
141055915 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
141055934 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
141056031 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
141056103 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
141056119 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
141056157 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
141056187 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
141056204 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
141056254 10/1/2006 11/1/2006 9/1/2036 FIX 30 YR FIXED
141056262 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
141056272 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
141056336 1/1/2007 2/1/2007 10/1/2026 FIX 20 YR FIXED
141056359 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
141056372 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
141056391 11/1/2006 12/1/2006 10/1/2036 FIX 30/40 BALLOON
141056433 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056485 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056498 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056499 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
141056583 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
141056598 11/1/2006 12/1/2006 10/1/2036 FIX 30/40 BALLOON
141056602 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
141056619 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
141056640 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056646 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
141056664 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
141056675 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056686 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
141056698 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056721 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056744 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056750 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056758 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056769 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
141056772 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056799 11/1/2006 12/1/2006 10/1/2036 FIX 30/40 BALLOON
141056822 2/1/2007 3/1/2007 10/1/2036 FIX 30 YR FIXED
141056834 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056842 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
141056873 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056877 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056878 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
141056888 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
141056923 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056924 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
141056944 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056945 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141056963 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
141056975 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057024 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
141057031 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
141057090 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
141057094 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057162 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
141057204 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057308 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057316 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057343 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
141057395 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
141057400 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
141057437 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
151034659 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
151034744 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
151034981 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
151035201 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
151035202 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151035363 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
151035391 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
151035520 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
151035603 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
151035695 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
151035735 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
151035745 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
151035809 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
151035855 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
151035866 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
151035894 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
151035972 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151035981 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
151035988 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
151036068 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
151036091 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151036130 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
151036131 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
151036145 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151036170 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151036266 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
151036292 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151036415 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
151036427 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151036491 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151036669 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151036723 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151036836 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151036870 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
151036919 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151036975 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037008 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151037015 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
151037126 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037212 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037215 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
151037232 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
151037295 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037303 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037311 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037341 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037345 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
151037420 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
151037494 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151037555 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037570 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037624 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037757 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151037774 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037855 12/1/2006 1/1/2007 10/1/2021 FIX 15 YR FIXED
151037871 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
151037872 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151037945 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151037949 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038057 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038092 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038141 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038145 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
151038188 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
151038201 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038269 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
151038312 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
151038417 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
151038477 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038483 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038538 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
151038612 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038616 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038670 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038717 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
151038728 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038752 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038802 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038895 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
151038983 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
161049199 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
161049787 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
161050000 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
161050250 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
161050416 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
161050418 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
161050433 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
161050434 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
161050441 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
161050531 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
161050572 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
161050579 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
161050633 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
161050746 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
161050793 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
161050897 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
161050960 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
161050965 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
161051073 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
161051136 11/1/2006 12/1/2006 10/1/2036 FIX 30/40 BALLOON
161051146 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
161051153 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
161051159 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
161051206 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
161051217 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
161051271 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
161051443 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
171034286 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
171034336 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
171034557 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
171034618 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
171034655 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
171034710 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
171034783 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
171035363 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
171035423 2/1/2007 3/1/2007 10/1/2036 FIX 30/40 BALLOON
171035602 1/1/2007 2/1/2007 12/1/2036 FIX 30/40 BALLOON
171035603 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
171035676 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
171035970 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
171036078 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
171036157 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
191031273 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
191031630 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
191031754 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
191031930 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
191032022 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
191032188 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
191032355 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
191032375 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191032741 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
191033119 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
191033157 11/1/2006 12/1/2006 10/1/2036 FIX 30/40 BALLOON
191033159 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
191033287 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
191033382 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
191033819 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
191033836 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
191033946 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191034066 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191034100 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
191034125 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
191034161 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
191034299 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
191034313 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
191034430 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
191034435 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
191034575 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
211045097 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
211045877 1/1/2007 2/1/2007 8/1/2036 FIX 30/40 BALLOON
211045883 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
211045891 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
211045977 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
211046178 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211046184 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
211046284 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
211046398 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
211046404 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211046433 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
211046728 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211046738 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
211047145 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211047275 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211047310 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
211047471 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211047703 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211047751 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
211047854 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
211047900 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
211047997 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
211048056 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
211048090 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
211048103 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048162 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048225 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
211048345 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
211048358 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048393 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
211048468 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048472 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048533 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048614 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048627 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211048651 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
211048660 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
211048721 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
211048724 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211048979 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211048983 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
211049101 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049112 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049134 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
211049191 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
211049316 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
211049317 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049334 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049340 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049352 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049365 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049391 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
211049428 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049525 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049654 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049772 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049891 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
211049899 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
231082060 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
231082394 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
231082576 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231082958 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
231083264 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
231083443 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
231083550 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231083678 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
231083686 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231083688 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231083821 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231083902 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231083932 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
231083949 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084077 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
231084179 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
231084183 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
231084186 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084225 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084259 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
231084261 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084276 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
231084308 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084338 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084424 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084444 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084488 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
231084493 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084531 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084553 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
231084593 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084611 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084637 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084691 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084760 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
231084770 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084793 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084810 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231084836 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231084865 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231084913 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
231084928 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
231084932 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
231084984 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
231085015 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
231085069 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085187 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED with 5 yr IO
231085257 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085267 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085359 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085397 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085404 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085406 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
231085462 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
231085477 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085497 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085565 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085568 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
231085598 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231085603 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085616 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231085734 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085739 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085791 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085847 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231085871 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
231085878 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
231085884 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231085958 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
231086052 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086129 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086145 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
231086163 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
231086177 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086196 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
231086199 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086247 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
231086255 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086362 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086370 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086476 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
231086521 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086531 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
231086575 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
231086593 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
231086662 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
231086703 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
231086719 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
231086758 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
231086761 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
231086894 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
231087041 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
261057372 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
261057610 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
261057620 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
261057831 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
261057940 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
261058244 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
261058491 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
261058589 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
271029098 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
271029207 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
271029294 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
271029306 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
271029361 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
271029371 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
271029433 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
271029617 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
271029742 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
271029828 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
271029872 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
271030074 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
271030275 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
271030367 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
291006063 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
291006887 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
291007063 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
291007441 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
291007760 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
291007840 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
291007897 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
291007947 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
291007975 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
291008015 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
321034691 1/1/2007 2/1/2007 7/1/2036 FIX 30 YR FIXED
321035358 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
321035458 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
321035754 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
321035807 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
321036120 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
321036172 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
321036548 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
321036606 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
321036728 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
321037021 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
321037022 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
321037101 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
321037250 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED with 5 yr IO
321037485 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
321037496 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
321037658 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
321037702 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
321037742 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
321037846 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
321037898 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
321037913 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
321038032 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
321038041 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
321038110 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
321038173 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
321038225 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
321038251 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
321038268 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
321038307 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
321038333 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
321038385 2/1/2007 3/1/2007 12/1/2036 FIX 30/40 BALLOON
331046998 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
331047682 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
331047757 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
331047784 11/1/2006 12/1/2006 8/1/2036 FIX 30/40 BALLOON
331047825 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
331048066 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
331048178 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
331048181 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
331048594 1/1/2007 2/1/2007 9/1/2026 FIX 20 YR FIXED
331048631 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331048731 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331048981 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
331049140 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
331049235 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
331049248 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049256 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049357 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
331049413 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049447 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049474 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049482 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049487 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049504 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
331049509 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
331049535 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049587 12/1/2006 12/1/2006 11/1/2036 FIX 30/40 BALLOON
331049630 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331049638 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049689 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331049818 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049836 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331049872 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331049885 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331049923 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331049937 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331050022 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331050028 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
331050066 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
331050133 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
331050243 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
331050262 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
341032431 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
341033082 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
341033312 11/1/2006 12/1/2006 7/1/2021 FIX 15 YR FIXED
341033535 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341033769 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
341033938 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
341034032 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
341034325 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
341034474 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
341034591 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341034616 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341034620 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341034796 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
341034812 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341034983 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341035079 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341035130 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341035220 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341035229 10/1/2006 11/1/2006 9/1/2036 FIX 30 YR FIXED
341035254 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341035298 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341035369 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
341035450 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
341035667 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341035705 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
341035722 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
341035740 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
341035855 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341035900 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
341035933 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036080 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341036321 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341036326 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036329 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
341036445 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
341036557 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
341036714 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036814 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
341036923 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036977 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341036994 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341037068 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341037098 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
341037193 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341037241 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341037308 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
341037325 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
341037360 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
341037367 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
351036837 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
351037377 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
351037578 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
351037645 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
351037666 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
351037712 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351037728 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
351037729 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
351037802 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
351037943 12/1/2006 1/1/2007 8/1/2026 FIX 20 YR FIXED
351037966 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
351038023 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351038095 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351038111 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
351038251 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
351038284 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351038580 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
351038663 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
351038695 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
351038712 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351038735 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
351038764 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
351038812 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351038822 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351038869 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
351038899 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351038900 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
351039004 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039057 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039103 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
351039279 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039295 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039323 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039413 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351039442 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039545 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039573 12/1/2006 1/1/2007 10/1/2021 FIX 15 YR FIXED
351039598 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039616 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
351039679 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039806 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
351039910 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
351039923 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040124 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040298 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040393 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040436 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040442 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040455 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
351040591 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040612 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040717 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040728 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040752 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
351040763 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
351040934 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351040942 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351041014 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
351041030 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
351041163 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351041181 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351041184 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
351041213 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351041301 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351041375 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
351041389 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
351041397 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
351041592 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371034521 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
371034896 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
371035457 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
371035703 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
371035893 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
371035936 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371035980 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371036046 10/1/2006 11/1/2006 9/1/2036 FIX 30 YR FIXED
371036223 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
371036246 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
371036342 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
371036344 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
371036437 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
371036443 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
371036445 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371036470 2/1/2007 3/1/2007 9/1/2036 FIX 30 YR FIXED
371036481 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371036523 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371036604 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371036646 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
371036701 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
371036748 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037184 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
371037238 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037268 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037283 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037302 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
371037372 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037395 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
371037416 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
371037463 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
371037629 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037654 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371037669 12/1/2006 1/1/2007 10/1/2026 FIX 20 YR FIXED
371037727 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
371037750 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037771 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
371037781 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371037949 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
371038124 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
371038179 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
371038316 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
371038339 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371038363 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
371038366 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371038388 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
371038467 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
371038472 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371038626 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
371038651 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371038717 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
371038750 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
371038901 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371038944 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
371038947 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
371039025 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371039041 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039089 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039095 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
371039102 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039120 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039315 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
371039366 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039459 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
371039491 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039533 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039534 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039596 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371039675 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039708 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039751 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039804 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039806 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371039874 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039895 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039927 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039971 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371039973 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371040040 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040048 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040065 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040084 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040102 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040103 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371040120 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
371040141 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040174 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040177 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040220 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040318 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371040436 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
371040487 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040548 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
371040598 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371040861 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
371041059 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381028481 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
381028688 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
381028722 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
381028747 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
381028760 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
381028810 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
381028816 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
381028958 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
381029148 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
381029314 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
381029315 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381029370 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381029439 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
381029474 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381029528 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
381029547 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029584 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
381029643 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381029648 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
381029649 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381029657 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
381029721 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029767 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
381029788 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029791 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029794 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
381029800 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029806 12/1/2006 12/1/2006 11/1/2036 FIX 30 YR FIXED
381029819 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
381029854 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029910 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381029999 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381030025 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
381030050 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381030054 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381030094 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381030114 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
381030145 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
381030219 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
401008042 12/1/2006 1/1/2007 6/1/2036 FIX 30 YR FIXED
401008992 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
401009074 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
401009167 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
401009236 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
401009261 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
401009382 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
401009397 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
401009442 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
401009468 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
401009593 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
401009739 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
411000270 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
411000490 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
411001129 1/1/2007 1/1/2007 12/1/2036 FIX 30/40 BALLOON
421000055 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
421000076 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
421000288 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
421000321 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
421000386 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
421000550 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
421000859 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
511048451 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
511048505 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
511048510 2/1/2007 3/1/2007 9/1/2036 FIX 30 YR FIXED
511048672 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
511048792 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
511048944 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
511049073 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
511049084 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
511049161 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
511049303 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
511049316 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
511049332 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
511049417 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
511049438 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
511049506 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
511049550 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
511049594 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
511049829 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
511049881 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
511049891 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
511050095 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
511050096 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
511050455 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
511050477 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
511050481 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
511050522 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
511050618 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
511050627 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
511050883 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
511050972 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
511051034 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
511051117 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
511051282 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
511051330 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
511051386 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
511051456 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
511051517 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
511051755 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
511052037 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
521040811 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
521041445 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
521041676 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
521042055 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
521042067 10/1/2006 11/1/2006 8/1/2036 FIX 30 YR FIXED
521042269 1/1/2007 2/1/2007 8/1/2021 FIX 15 YR FIXED
521042490 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
521042846 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
521043077 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
521043084 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
521043185 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
521043669 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
521043673 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
521043678 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
521044001 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
521044325 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
521044341 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
521044360 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
521044515 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
521044524 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521044782 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
521044788 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
521044933 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
521045007 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
521045176 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521045185 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
521045452 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
521045464 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
521045477 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521045487 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521045509 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
521045625 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521045846 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
521045928 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521045945 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521045948 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521046062 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
521046289 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521046383 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
521046533 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
521046681 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
521046690 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
521046718 1/1/2007 2/1/2007 12/1/2036 FIX 30/40 BALLOON
521046917 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
521047248 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
521047385 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
551012252 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551014611 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551015275 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551015285 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551015921 11/1/2006 12/1/2006 7/1/2036 FIX 30 YR FIXED
551016539 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551016594 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551016687 10/1/2006 11/1/2006 8/1/2036 FIX 30 YR FIXED
551016731 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017210 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017216 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017256 11/1/2006 12/1/2006 9/1/2036 FIX 30/40 BALLOON
551017258 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
551017292 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
551017323 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
551017356 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017359 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551017374 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
551017460 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017569 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017662 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017677 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551017716 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551017753 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017860 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551017929 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
551018081 1/1/2007 2/1/2007 8/1/2036 FIX 30 YR FIXED
551018095 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
551018146 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551018278 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
551018515 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551018744 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
551018828 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
551018859 10/1/2006 11/1/2006 9/1/2036 FIX 30 YR FIXED
551019018 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551019021 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551019056 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
551019121 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551019138 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551019209 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551019211 10/1/2006 11/1/2006 9/1/2036 FIX 30 YR FIXED
551019244 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551019421 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551019488 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
551019507 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
551019510 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551019629 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551019796 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551020088 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
551020267 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551020339 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551020450 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
551020494 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
551020650 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551020773 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551020797 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551021020 12/1/2006 1/1/2007 10/1/2021 FIX 15 YR FIXED
551021075 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551021187 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
551021260 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
551021355 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551021367 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551021381 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551021469 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551021582 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551021608 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551021730 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551021861 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551021914 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022021 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022057 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
551022083 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022116 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022118 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551022177 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022281 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022284 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022293 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022309 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022316 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022439 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551022479 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022594 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
551022651 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551022664 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551022785 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022939 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551022980 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551023042 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551023248 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
551023512 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
551023515 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
551023538 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
551023606 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
581010505 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
581010863 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
581011241 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
581011242 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
581011307 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
581011396 12/1/2006 1/1/2007 9/1/2026 FIX 20 YR FIXED
581011510 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED with 5 yr IO
581011596 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
581011720 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
581011728 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
581011778 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581011841 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581011904 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581012007 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
581012127 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
581012192 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581012274 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581012321 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
581012376 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
581012403 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
581012510 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581012597 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581012666 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
581012749 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581012772 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
581012864 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581012909 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581012932 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
581012940 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
581012999 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
581013012 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
581013027 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
581013052 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013109 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013117 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
581013139 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581013276 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013287 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013318 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013325 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
581013326 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013444 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581013477 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581013542 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
581013564 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013675 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013712 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
581013754 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
581013802 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
581013815 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581013827 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
581013840 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611024243 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
611024422 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
611024477 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
611024501 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
611024529 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
611024534 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
611024545 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
611024549 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
611024576 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
611024639 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
611024665 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
611024685 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
611024708 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611024709 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
611024808 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
611024825 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
611024856 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
611024866 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
611024883 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
611024966 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
611025008 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025121 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
611025136 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025137 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025183 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
611025190 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025229 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025251 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025280 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
611025328 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025355 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
611025453 1/1/2007 2/1/2007 11/1/2026 FIX 20 YR FIXED
611025460 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
611025483 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
611025485 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
611025527 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
611025548 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
611025555 2/1/2007 3/1/2007 11/1/2036 FIX 30 YR FIXED
611025621 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED with 5 yr IO
611025668 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
611025677 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025727 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611025735 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025737 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025767 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025768 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611025776 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
611025777 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025809 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025834 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
611025845 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
611025857 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611025923 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611025924 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611025938 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
611026006 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
611026086 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621016882 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
621016944 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
621017030 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
621017187 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
621017297 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
621017340 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
621017351 11/1/2006 12/1/2006 8/1/2036 FIX 30 YR FIXED
621017396 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
621017543 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
621017666 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
621017856 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
621017868 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621017893 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621017902 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621017979 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621018044 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018067 11/1/2006 12/1/2006 9/1/2036 FIX 30/40 BALLOON
621018107 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
621018258 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
621018364 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
621018418 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
621018455 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
621018501 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621018605 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
621018646 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018662 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621018695 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
621018725 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
621018755 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
621018777 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
621018860 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
621018922 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018924 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018928 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
621018929 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
621018938 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018966 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621018971 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019000 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019033 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019046 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
621019048 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019096 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
621019108 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
621019116 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
621019144 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019240 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019246 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019251 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019275 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019370 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
621019375 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
621019384 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019456 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
621019488 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019573 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
621019638 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
621019701 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
631014092 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
631014223 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
631014285 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
631014341 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
631014363 1/1/2007 2/1/2007 9/1/2036 FIX 30/40 BALLOON
631014511 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
631014627 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
631014645 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
631014768 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
631014853 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
631014913 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
631014925 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
631014981 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
631015048 1/1/2007 2/1/2007 10/1/2036 FIX 30/40 BALLOON
631015153 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
631015292 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
631015435 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
631015468 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
631015532 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
631015578 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
651019868 1/1/2007 2/1/2007 7/1/2036 FIX 30 YR FIXED
651020250 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651020553 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651020624 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
651020633 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
651020752 1/1/2007 2/1/2007 8/1/2036 FIX 30/40 BALLOON
651020866 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651020923 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651021058 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
651021067 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
651021177 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651021357 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651021369 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
651021377 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
651021442 10/1/2006 11/1/2006 9/1/2036 FIX 30 YR FIXED
651021631 2/1/2007 3/1/2007 10/1/2036 FIX 30 YR FIXED
651021705 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
651021903 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651021945 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
651022001 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022048 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022056 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
651022117 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022129 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022141 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022148 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
651022225 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022320 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022342 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022465 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022485 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
651022537 1/1/2007 2/1/2007 11/1/2036 FIX 30/40 BALLOON
651022579 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
651022630 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022671 1/1/2007 2/1/2007 12/1/2036 FIX 30 YR FIXED
651022674 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
651022732 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022745 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022837 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
651022916 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651022969 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651023068 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
651023099 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651023139 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
651023140 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
661017380 1/1/2007 2/1/2007 8/1/2036 FIX 30/40 BALLOON
661017403 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
661017409 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
661017419 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
661017424 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
661017865 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
661017929 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
661018012 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
661018074 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
661018084 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
661018122 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
661018378 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
661018448 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
661018463 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
661018710 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
661018870 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
661018922 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
661018932 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
661018934 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
661018967 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
661019054 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
661019118 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
661019362 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
661019407 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
661019410 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
661019436 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
661019474 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
661019495 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
671014154 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
671014612 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
671014832 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
671014967 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
671015122 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
671015420 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
671015469 12/1/2006 1/1/2007 11/1/2021 FIX 15 YR FIXED
671015537 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
671015939 1/1/2007 1/1/2007 12/1/2036 FIX 30 YR FIXED
681012843 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
681013291 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
681013380 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
681013466 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
681013474 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681013549 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
681013624 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
681013802 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
681013834 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681013842 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED with 5 yr IO
681013894 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681013907 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681013931 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
681013932 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681013934 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
681013953 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
681014012 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014084 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014106 11/1/2006 12/1/2006 10/1/2036 FIX 30 YR FIXED
681014120 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014121 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014141 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014194 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014196 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014215 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014257 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014289 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
681014318 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
681014395 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
681014398 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
681014535 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
681014544 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
681014588 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
681014646 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
681014653 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
681014708 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
681014748 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
691009546 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
691009584 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
691009604 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
691009988 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
691010019 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
691010065 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
691010173 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
691010191 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
691010228 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
691010240 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
691010471 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
691010516 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
701004209 12/1/2006 1/1/2007 8/1/2021 FIX 15 YR FIXED
701004365 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
701004561 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
701004625 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
711010890 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
711011110 1/1/2007 2/1/2007 9/1/2021 FIX 15 YR FIXED
711011155 11/1/2006 12/1/2006 9/1/2036 FIX 30 YR FIXED
711011332 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
741016828 12/1/2006 1/1/2007 8/1/2036 FIX 30/40 BALLOON
761017229 12/1/2006 1/1/2007 9/1/2021 FIX 15 YR FIXED
761017346 12/1/2006 1/1/2007 9/1/2026 FIX 20 YR FIXED
841015984 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
841016604 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
841016857 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
841017015 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
841017263 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841017271 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
841017727 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
841017853 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841017894 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841018092 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841018250 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841018335 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841018632 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
841018658 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841018744 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
841018762 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841018782 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841018808 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
841018851 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
841018893 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
841018946 12/1/2006 1/1/2007 9/1/2036 FIX 30/40 BALLOON
841018959 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
841019155 1/1/2007 2/1/2007 10/1/2036 FIX 30 YR FIXED
841019211 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
841019241 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
841019302 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
841019305 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
841019343 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
841019464 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
841019528 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
841020443 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
841020511 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
841020604 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
841020896 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
841021049 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
841021064 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
841021187 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
841021188 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
841021387 12/1/2006 1/1/2007 11/1/2036 FIX 30/40 BALLOON
841021434 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
841021459 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
841021558 1/1/2007 2/1/2007 11/1/2036 FIX 30 YR FIXED
841021575 12/1/2006 1/1/2007 11/1/2026 FIX 20 YR FIXED
841021876 12/1/2006 1/1/2007 11/1/2036 FIX 30 YR FIXED
861002978 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
861003127 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
861003230 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
861003275 1/1/2007 2/1/2007 9/1/2036 FIX 30 YR FIXED
861003372 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
861003403 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
861003647 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
861003761 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
871005357 12/1/2006 1/1/2007 7/1/2036 FIX 30 YR FIXED
871005472 12/1/2006 1/1/2007 8/1/2036 FIX 30 YR FIXED
871005517 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
871005956 12/1/2006 1/1/2007 9/1/2036 FIX 30 YR FIXED
871006019 11/1/2006 11/1/2006 10/1/2036 FIX 30 YR FIXED
871006250 12/1/2006 1/1/2007 10/1/2036 FIX 30/40 BALLOON
871006276 12/1/2006 1/1/2007 10/1/2036 FIX 30 YR FIXED
Loan Number Property Type Units Original Term Remaining Term Loan Age Lien Position
------------------------------------------------------------------------------------------------------------------------------
101057091 Single Family 1 180 173 7 1
831064636 Single Family 1 360 353 7 1
831065514 2-4 Family 2 360 354 6 1
831065250 Single Family 1 360 353 7 1
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831065499 Single Family 1 360 353 7 1
551014516 Single Family 1 360 353 7 1
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551016643 Single Family 1 360 355 5 1
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331046657 2-4 Family 2 360 353 7 1
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101059100 Single Family 1 360 354 6 1
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661017401 Single Family 1 360 355 5 1
831066283 Condo 1 360 355 5 1
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101058948 Single Family 1 360 354 6 1
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171033571 Single Family 1 360 355 5 1
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671013431 Single Family 1 360 355 5 1
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831066016 Single Family 1 360 354 6 1
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331047605 Single Family 1 360 355 5 1
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191031263 PUD 1 360 355 5 1
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51066982 Single Family 1 360 354 6 1
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141055629 2-4 Family 2 360 355 5 1
681013297 2-4 Family 3 360 355 5 1
101058660 Single Family 1 360 355 5 1
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191031779 Single Family 1 180 175 5 1
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671013916 Single Family 1 360 355 5 1
71073424 Single Family 1 360 355 5 1
51068281 Single Family 1 360 355 5 1
651020335 PUD 1 360 355 5 1
831066255 Single Family 1 360 355 5 1
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831066217 2-4 Family 2 360 355 5 1
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371036115 Single Family 1 360 355 5 1
101059673 Single Family 1 240 235 5 1
101059654 PUD 1 360 355 5 1
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101059374 Single Family 1 360 355 5 1
551016331 Single Family 1 360 355 5 1
871005308 2-4 Family 2 360 355 5 1
831066538 Single Family 1 360 355 5 1
831066622 Single Family 1 360 355 5 1
101059745 Single Family 1 360 355 5 1
101060167 Single Family 1 180 175 5 1
611024479 2-4 Family 2 360 355 5 1
581011207 Single Family 1 360 355 5 1
671014105 2-4 Family 2 360 355 5 1
831066529 Single Family 1 360 355 5 1
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371035396 Single Family 1 360 355 5 1
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101059732 Single Family 1 360 355 5 1
101059714 Single Family 1 360 355 5 1
101059535 Single Family 1 360 355 5 1
101058892 PUD 1 360 355 5 1
101059433 Single Family 1 360 355 5 1
351037674 PUD 1 360 355 5 1
101059766 Single Family 1 360 355 5 1
631014424 PUD 1 360 355 5 1
871005575 Single Family 1 360 355 5 1
101059870 Single Family 1 360 355 5 1
101059764 Single Family 1 360 355 5 1
551017873 Single Family 1 360 355 5 1
631014415 PUD 1 360 355 5 1
101060045 Single Family 1 360 355 5 1
101059926 Single Family 1 360 355 5 1
101059066 Single Family 1 360 355 5 1
211045406 Single Family 1 360 354 6 1
551016991 PUD 1 360 355 5 1
551015236 Single Family 1 360 355 5 1
621017576 Single Family 1 360 355 5 1
101060588 Single Family 1 360 353 7 1
101059825 Single Family 1 360 355 5 1
101059339 Single Family 1 180 175 5 1
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631014434 Single Family 1 360 355 5 1
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351035639 Single Family 1 360 354 6 1
101058222 Single Family 1 360 355 5 1
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101059988 Single Family 1 360 355 5 1
101059559 Single Family 1 360 355 5 1
101059036 Single Family 1 360 355 5 1
61070386 PUD 1 360 356 4 1
551017948 Single Family 1 360 356 4 1
101060041 Single Family 1 360 355 5 1
831066752 Single Family 1 360 355 5 1
611024732 2-4 Family 2 360 356 4 1
631014395 Single Family 1 360 355 5 1
671014225 Single Family 1 360 356 4 1
101060223 Single Family 1 360 355 5 1
111002099 PUD 1 360 356 4 1
551016479 Single Family 1 360 354 6 1
371035122 Single Family 1 360 356 4 1
101060633 PUD 1 360 356 4 1
101060587 Single Family 1 180 176 4 1
101060202 Single Family 1 360 355 5 1
101059412 Single Family 1 360 356 4 1
631014446 Single Family 1 360 356 4 1
661018032 Single Family 1 360 356 4 1
511048981 Single Family 1 360 355 5 1
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101060213 Single Family 1 360 355 5 1
101060207 Single Family 1 360 355 5 1
141056112 2-4 Family 2 360 355 5 1
521042906 Single Family 1 360 356 4 1
651020909 Single Family 1 360 355 5 1
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831067347 Single Family 1 360 355 5 1
331048511 2-4 Family 2 360 356 4 1
101060469 Single Family 1 360 355 5 1
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371037082 Single Family 1 360 356 4 1
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831067325 Single Family 1 360 355 5 1
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51067705 Single Family 1 360 355 5 1
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871005372 2-4 Family 2 360 355 5 1
341034584 Single Family 1 360 356 4 1
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101060560 Single Family 1 360 356 4 1
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661018219 Single Family 1 360 356 4 1
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101060829 Single Family 1 360 356 4 1
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321036159 Single Family 1 360 356 4 1
511049347 Single Family 1 360 356 4 1
101060712 Single Family 1 360 356 4 1
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611024634 2-4 Family 3 360 356 4 1
831068402 Single Family 1 360 356 4 1
371036644 Single Family 1 360 356 4 1
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831067443 Single Family 1 360 355 5 1
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581011856 Single Family 1 360 356 4 1
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551021608 PUD 1 360 358 2 1
551021730 Single Family 1 360 358 2 1
551021861 Single Family 1 360 358 2 1
551021914 PUD 1 360 358 2 1
551022021 Single Family 1 360 358 2 1
551022057 PUD 1 360 357 3 1
551022083 Single Family 1 360 358 2 1
551022116 PUD 1 360 358 2 1
551022118 Single Family 1 360 358 2 1
551022177 Single Family 1 360 358 2 1
551022281 PUD 1 360 358 2 1
551022284 Single Family 1 360 358 2 1
551022293 Single Family 1 360 358 2 1
551022309 Single Family 1 360 358 2 1
551022316 Condo 1 360 358 2 1
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551022664 Single Family 1 360 358 2 1
551022785 Single Family 1 360 358 2 1
551022939 Single Family 1 360 358 2 1
551022980 Single Family 1 360 358 2 1
551023042 Single Family 1 360 358 2 1
551023248 Single Family 1 360 358 2 1
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551023538 Single Family 1 180 178 2 1
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581013564 Condo 1 360 358 2 1
581013675 Single Family 1 360 358 2 1
581013712 Single Family 1 360 358 2 1
581013754 Single Family 1 360 358 2 1
581013802 PUD 1 360 358 2 1
581013815 Single Family 1 360 358 2 1
581013827 Single Family 1 360 358 2 1
581013840 Condo 1 360 358 2 1
611024243 Single Family 1 360 355 5 1
611024422 Single Family 1 360 355 5 1
611024477 Single Family 1 360 355 5 1
611024501 Single Family 1 360 356 4 1
611024529 Single Family 1 360 355 5 1
611024534 Single Family 1 180 176 4 1
611024545 Single Family 1 360 356 4 1
611024549 Single Family 1 360 355 5 1
611024576 Single Family 1 360 355 5 1
611024639 Single Family 1 360 356 4 1
611024665 Single Family 1 360 357 3 1
611024685 Single Family 1 360 356 4 1
611024708 Single Family 1 360 357 3 1
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611024808 Single Family 1 360 356 4 1
611024825 Single Family 1 360 356 4 1
611024856 Single Family 1 360 356 4 1
611024866 Single Family 1 360 356 4 1
611024883 Single Family 1 360 356 4 1
611024966 Single Family 1 360 356 4 1
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611025121 Single Family 1 360 357 3 1
611025136 Single Family 1 360 357 3 1
611025137 Single Family 1 360 357 3 1
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611025190 Single Family 1 360 357 3 1
611025229 Single Family 1 360 357 3 1
611025251 Single Family 1 360 357 3 1
611025280 Single Family 1 360 357 3 1
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611025355 Single Family 1 360 357 3 1
611025453 Single Family 1 240 238 2 1
611025460 Single Family 1 360 357 3 1
611025483 Single Family 1 360 357 3 1
611025485 Single Family 1 360 357 3 1
611025527 Condo 1 360 358 2 1
611025548 Single Family 1 360 358 2 1
611025555 Single Family 1 360 358 2 1
611025621 2-4 Family 2 360 358 2 1
611025668 Single Family 1 360 358 2 1
611025677 Single Family 1 360 358 2 1
611025727 Single Family 1 360 358 2 1
611025735 Single Family 1 360 358 2 1
611025737 Single Family 1 360 358 2 1
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611025768 Single Family 1 360 358 2 1
611025776 Single Family 1 360 358 2 1
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611025809 Single Family 1 360 358 2 1
611025834 Single Family 1 360 358 2 1
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611025857 Single Family 1 360 358 2 1
611025923 Single Family 1 360 358 2 1
611025924 Single Family 1 360 358 2 1
611025938 Single Family 1 360 358 2 1
611026006 Single Family 1 360 358 2 1
611026086 Single Family 1 360 358 2 1
621016882 Single Family 1 360 355 5 1
621016944 Condo 1 360 354 6 1
621017030 Single Family 1 360 355 5 1
621017187 PUD 1 360 355 5 1
621017297 Single Family 1 360 355 5 1
621017340 Single Family 1 360 355 5 1
621017351 Single Family 1 360 355 5 1
621017396 Single Family 1 360 355 5 1
621017543 Single Family 1 360 355 5 1
621017666 Single Family 1 360 355 5 1
621017856 PUD 1 360 357 3 1
621017868 Condo 1 360 356 4 1
621017893 PUD 1 360 356 4 1
621017902 Single Family 1 360 356 4 1
621017979 Single Family 1 360 356 4 1
621018044 Condo 1 360 358 2 1
621018067 Single Family 1 360 356 4 1
621018107 Single Family 1 360 356 4 1
621018258 Single Family 1 360 357 3 1
621018364 PUD 1 360 356 4 1
621018418 Single Family 1 360 357 3 1
621018455 Single Family 1 360 357 3 1
621018501 PUD 1 360 357 3 1
621018605 Single Family 1 360 357 3 1
621018646 Single Family 1 360 358 2 1
621018662 Single Family 1 360 357 3 1
621018695 Single Family 1 180 178 2 1
621018725 Single Family 1 360 357 3 1
621018755 Single Family 1 360 358 2 1
621018777 Single Family 1 360 357 3 1
621018860 Single Family 1 360 357 3 1
621018922 Single Family 1 360 358 2 1
621018924 Condo 1 360 358 2 1
621018928 Single Family 1 360 358 2 1
621018929 PUD 1 360 358 2 1
621018938 Single Family 1 360 358 2 1
621018966 Single Family 1 360 358 2 1
621018971 Condo 1 360 358 2 1
621019000 Single Family 1 360 358 2 1
621019033 Single Family 1 360 358 2 1
621019046 Condo 1 360 358 2 1
621019048 PUD 1 360 358 2 1
621019096 Single Family 1 360 358 2 1
621019108 PUD 1 360 358 2 1
621019116 Single Family 1 360 359 1 1
621019144 Single Family 1 360 358 2 1
621019240 Single Family 1 360 358 2 1
621019246 PUD 1 360 358 2 1
621019251 Single Family 1 360 358 2 1
621019275 Condo 1 360 358 2 1
621019370 PUD 1 360 358 2 1
621019375 Single Family 1 360 358 2 1
621019384 Condo 1 360 358 2 1
621019456 Single Family 1 360 359 1 1
621019488 Single Family 1 360 358 2 1
621019573 Single Family 1 360 358 2 1
621019638 PUD 1 360 358 2 1
621019701 Single Family 1 360 359 1 1
631014092 Single Family 1 360 355 5 1
631014223 Single Family 1 360 355 5 1
631014285 Single Family 1 360 355 5 1
631014341 Single Family 1 360 356 4 1
631014363 Single Family 1 360 356 4 1
631014511 Single Family 1 360 356 4 1
631014627 Single Family 1 360 356 4 1
631014645 Single Family 1 360 356 4 1
631014768 Single Family 1 360 356 4 1
631014853 Single Family 1 360 357 3 1
631014913 Single Family 1 360 356 4 1
631014925 PUD 1 360 356 4 1
631014981 Single Family 1 360 357 3 1
631015048 Single Family 1 360 357 3 1
631015153 Single Family 1 360 357 3 1
631015292 Single Family 1 360 358 2 1
631015435 Single Family 1 360 358 2 1
631015468 Single Family 1 360 358 2 1
631015532 Single Family 1 360 358 2 1
631015578 Single Family 1 360 358 2 1
651019868 Single Family 1 360 354 6 1
651020250 Single Family 1 360 356 4 1
651020553 Single Family 1 360 357 3 1
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651020633 Single Family 1 360 355 5 1
651020752 Single Family 1 360 355 5 1
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651020923 Single Family 1 360 356 4 1
651021058 Single Family 1 360 356 4 1
651021067 Single Family 1 360 356 4 1
651021177 Single Family 1 360 356 4 1
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651021369 Single Family 1 360 356 4 1
651021377 Single Family 1 360 357 3 1
651021442 Single Family 1 360 356 4 1
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651021903 Single Family 1 360 357 3 1
651021945 Single Family 1 360 358 2 1
651022001 Single Family 1 360 357 3 1
651022048 Condo 1 360 357 3 1
651022056 Single Family 1 360 357 3 1
651022117 PUD 1 360 358 2 1
651022129 Single Family 1 360 357 3 1
651022141 Single Family 1 360 357 3 1
651022148 Single Family 1 360 358 2 1
651022225 Single Family 1 360 357 3 1
651022320 Single Family 1 360 357 3 1
651022342 PUD 1 360 357 3 1
651022465 Single Family 1 360 358 2 1
651022485 Single Family 1 360 357 3 1
651022537 Single Family 1 360 358 2 1
651022579 PUD 1 360 358 2 1
651022630 Single Family 1 360 358 2 1
651022671 Single Family 1 360 359 1 1
651022674 Single Family 1 360 358 2 1
651022732 2-4 Family 2 360 358 2 1
651022745 Single Family 1 360 358 2 1
651022837 Single Family 1 360 358 2 1
651022916 Single Family 1 360 358 2 1
651022969 Single Family 1 360 358 2 1
651023068 Single Family 1 360 358 2 1
651023099 PUD 1 360 358 2 1
651023139 Single Family 1 360 358 2 1
651023140 Single Family 1 360 358 2 1
661017380 Single Family 1 360 355 5 1
661017403 Single Family 1 360 355 5 1
661017409 Single Family 1 360 355 5 1
661017419 Single Family 1 360 355 5 1
661017424 Single Family 1 360 356 4 1
661017865 Single Family 1 360 356 4 1
661017929 Single Family 1 360 356 4 1
661018012 Single Family 1 360 356 4 1
661018074 Single Family 1 180 176 4 1
661018084 Single Family 1 360 357 3 1
661018122 Single Family 1 360 356 4 1
661018378 Single Family 1 360 356 4 1
661018448 Single Family 1 360 356 4 1
661018463 Single Family 1 360 357 3 1
661018710 Single Family 1 360 358 2 1
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661018922 Single Family 1 360 357 3 1
661018932 Single Family 1 360 357 3 1
661018934 Single Family 1 360 357 3 1
661018967 Single Family 1 360 357 3 1
661019054 Single Family 1 360 358 2 1
661019118 Condo 1 360 358 2 1
661019362 Single Family 1 360 358 2 1
661019407 Single Family 1 360 358 2 1
661019410 Condo 1 360 358 2 1
661019436 Single Family 1 360 358 2 1
661019474 Single Family 1 360 358 2 1
661019495 Single Family 1 360 358 2 1
671014154 Condo 1 360 356 4 1
671014612 Single Family 1 360 356 4 1
671014832 Single Family 1 360 357 3 1
671014967 Single Family 1 360 357 3 1
671015122 Single Family 1 360 358 2 1
671015420 Single Family 1 360 358 2 1
671015469 Single Family 1 180 178 2 1
671015537 Single Family 1 360 358 2 1
671015939 Single Family 1 360 359 1 1
681012843 Single Family 1 360 355 5 1
681013291 Single Family 1 360 356 4 1
681013380 Single Family 1 360 355 5 1
681013466 Condo 1 360 356 4 1
681013474 Single Family 1 360 357 3 1
681013549 Single Family 1 360 356 4 1
681013624 Single Family 1 360 356 4 1
681013802 Single Family 1 360 356 4 1
681013834 Single Family 1 360 357 3 1
681013842 Single Family 1 360 356 4 1
681013894 Single Family 1 360 357 3 1
681013907 Single Family 1 360 357 3 1
681013931 Single Family 1 360 356 4 1
681013932 Single Family 1 360 357 3 1
681013934 Single Family 1 360 356 4 1
681013953 Single Family 1 360 356 4 1
681014012 Single Family 1 360 357 3 1
681014084 Single Family 1 360 357 3 1
681014106 Single Family 1 360 357 3 1
681014120 Single Family 1 360 357 3 1
681014121 Single Family 1 360 357 3 1
681014141 Single Family 1 360 357 3 1
681014194 Single Family 1 360 357 3 1
681014196 Single Family 1 360 357 3 1
681014215 Single Family 1 360 357 3 1
681014257 Single Family 1 360 357 3 1
681014289 Single Family 1 360 357 3 1
681014318 Single Family 1 360 358 2 1
681014395 Single Family 1 360 358 2 1
681014398 Single Family 1 360 358 2 1
681014535 Single Family 1 360 358 2 1
681014544 Single Family 1 360 358 2 1
681014588 Single Family 1 360 358 2 1
681014646 Single Family 1 360 358 2 1
681014653 Single Family 1 360 358 2 1
681014708 Single Family 1 360 358 2 1
681014748 Single Family 1 360 358 2 1
691009546 Single Family 1 360 356 4 1
691009584 Single Family 1 360 355 5 1
691009604 PUD 1 360 356 4 1
691009988 PUD 1 360 357 3 1
691010019 Condo 1 360 356 4 1
691010065 Single Family 1 360 357 3 1
691010173 PUD 1 360 357 3 1
691010191 Single Family 1 360 357 3 1
691010228 Single Family 1 360 357 3 1
691010240 Single Family 1 360 357 3 1
691010471 Single Family 1 360 358 2 1
691010516 Single Family 1 360 358 2 1
701004209 Single Family 1 180 175 5 1
701004365 Single Family 1 360 357 3 1
701004561 Single Family 1 360 358 2 1
701004625 Single Family 1 360 358 2 1
711010890 PUD 1 360 355 5 1
711011110 Single Family 1 180 176 4 1
711011155 Condo 1 360 356 4 1
711011332 Single Family 1 360 357 3 1
741016828 Single Family 1 360 355 5 1
761017229 Single Family 1 180 176 4 1
761017346 Single Family 1 240 236 4 1
841015984 Single Family 1 360 355 5 1
841016604 Single Family 1 360 357 3 1
841016857 Single Family 1 360 355 5 1
841017015 Single Family 1 360 355 5 1
841017263 Single Family 1 360 356 4 1
841017271 Single Family 1 360 356 4 1
841017727 Single Family 1 360 357 3 1
841017853 Single Family 1 360 356 4 1
841017894 Single Family 1 360 356 4 1
841018092 Single Family 1 360 356 4 1
841018250 Condo 1 360 356 4 1
841018335 Single Family 1 360 356 4 1
841018632 Single Family 1 360 358 2 1
841018658 Single Family 1 360 356 4 1
841018744 Single Family 1 360 356 4 1
841018762 Single Family 1 360 356 4 1
841018782 Single Family 1 360 356 4 1
841018808 Single Family 1 360 356 4 1
841018851 Single Family 1 360 357 3 1
841018893 Single Family 1 360 357 3 1
841018946 Single Family 1 360 356 4 1
841018959 Single Family 1 360 358 2 1
841019155 Single Family 1 360 357 3 1
841019211 Single Family 1 360 357 3 1
841019241 Condo 1 360 357 3 1
841019302 Single Family 1 360 357 3 1
841019305 Single Family 1 360 357 3 1
841019343 Single Family 1 360 357 3 1
841019464 Single Family 1 360 358 2 1
841019528 Single Family 1 360 357 3 1
841020443 Single Family 1 360 358 2 1
841020511 Single Family 1 360 358 2 1
841020604 Single Family 1 360 358 2 1
841020896 PUD 1 360 358 2 1
841021049 Single Family 1 360 358 2 1
841021064 Single Family 1 360 358 2 1
841021187 Single Family 1 360 358 2 1
841021188 Single Family 1 360 358 2 1
841021387 Single Family 1 360 358 2 1
841021434 Single Family 1 360 358 2 1
841021459 Single Family 1 360 358 2 1
841021558 Single Family 1 360 358 2 1
841021575 Single Family 1 240 238 2 1
841021876 Single Family 1 360 358 2 1
861002978 Single Family 1 360 355 5 1
861003127 Single Family 1 360 357 3 1
861003230 Single Family 1 360 356 4 1
861003275 Single Family 1 360 356 4 1
861003372 Single Family 1 360 356 4 1
861003403 PUD 1 360 356 4 1
861003647 Single Family 1 360 357 3 1
861003761 PUD 1 360 357 3 1
871005357 Single Family 1 360 354 6 1
871005472 Single Family 1 360 355 5 1
871005517 Single Family 1 360 356 4 1
871005956 Single Family 1 360 356 4 1
871006019 Single Family 1 360 357 3 1
871006250 Single Family 1 360 357 3 1
871006276 Condo 1 360 357 3 1
Original Original Combined Sales Original
Loan Number Original LTV Combined LTV LTV incl. Silents Price Appraisal
------------------------------------------------------------------------------------------------------------------------------------
101057091 33.5 33.5 33.5 225,000 225,000
831064636 80 80 100 146,000 146,000
831065514 61.17 61.17 61.17 515,000 515,000
831065250 53.69 53.69 53.69 298,000 298,000
831065261 84.76 84.76 84.76 275,000 275,000
831065498 79.04 79.04 79.04 285,000 285,000
831065499 68 68 89.47 375,000 375,000
551014516 87.14 87.14 87.14 370,000 370,000
831065218 69.84 69.84 69.84 426,000 426,000
831065468 59.94 59.94 59.94 325,000 325,000
831065470 65 65 65 155,000 155,000
831065639 80 80 100 264,500 264,500
831065582 85 85 85 92,000 92,000
551016643 80 80 80 190,000 190,000
551016399 82.85 82.85 82.85 124,000 124,000
551016048 79.33 79.33 79.33 172,000 172,000
331046657 90 90 90 565,000 565,000
511048640 41.67 41.67 41.67 240,000 240,000
511048141 56.82 56.82 56.82 528,000 528,000
101059100 65.63 65.63 65.63 128,000 128,000
551014361 80 80 80 66,000 66,000
661017401 68.27 68.27 68.27 505,000 505,000
831066283 80 80 80 183,000 183,000
331047963 46.43 46.43 46.43 700,000 700,000
101058948 78.95 78.95 78.95 114,000 114,000
101059276 80 80 80 146,000 146,000
171033571 66.67 66.67 66.67 126,000 126,000
191031380 80.65 80.65 80.65 186,000 186,000
551016604 80 80 100 132,000 132,000
581010511 75 75 75 370,000 370,000
671013431 83.92 83.92 83.92 395,000 395,000
101059622 80 80 80 105,000 105,000
101058871 88.93 88.93 88.93 187,000 187,000
101058875 80 80 80 199,000 199,000
101059183 80 80 80 259,000 259,000
101059384 80 80 80 132,000 132,000
841016811 90 90 90 140,000 140,000
841016884 85 85 85 391,000 391,000
831066380 95 95 95 166,000 166,000
831066018 69.77 69.77 69.77 430,000 430,000
831066016 48.42 48.42 48.42 285,000 285,000
831066015 85 85 85 198,000 198,000
331047605 25.83 25.83 25.83 600,000 600,000
511048675 90 90 90 384,646 384,646
101058789 85 85 85 164,000 164,000
101058977 80 80 80 175,000 175,000
191031263 90 90 90 129,900 129,900
171033248 80 80 100 363,373 363,373
51066982 80 80 80 229,000 229,000
101059003 76.67 76.67 76.67 120,000 120,000
141055629 70 70 70 455,000 455,000
681013297 65 65 65 580,000 580,000
101058660 73.37 73.37 73.37 130,000 130,000
101059578 80 80 80 148,000 148,000
101059327 80 80 80 145,000 145,000
191031779 16.13 16.13 16.13 310,000 310,000
831065959 75 75 75 331,000 331,000
691009301 80 80 100 100,000 100,000
671013916 59.34 59.34 59.34 365,000 365,000
71073424 80 80 100 165,000 165,000
51068281 62.46 62.46 62.46 285,000 285,000
651020335 80 80 80 187,000 187,000
831066255 75 75 75 550,000 550,000
831066252 90 90 90 410,000 410,000
831066217 64.5 64.5 64.5 555,000 555,000
831066230 80 80 80 575,000 575,000
371036115 65 65 65 320,000 320,000
101059673 48.44 48.44 48.44 320,000 320,000
101059654 70 70 70 143,000 143,000
101059172 69.84 69.84 69.84 122,000 122,000
101059385 85.86 85.86 85.86 220,000 220,000
101059374 75.76 75.76 75.76 99,000 99,000
551016331 80 80 80 195,000 195,000
871005308 62.4 62.4 62.4 625,000 625,000
831066538 44.58 44.58 44.58 240,000 240,000
831066622 75.41 75.41 75.41 490,000 490,000
101059745 80 80 80 127,000 127,000
101060167 79.65 79.65 79.65 113,000 113,000
611024479 80 80 100 147,900 147,900
581011207 84.68 84.68 84.68 372,000 372,000
671014105 88.21 88.21 88.21 210,000 210,000
831066529 61.82 61.82 61.82 550,000 550,000
831066290 90 90 90 300,000 300,000
831066288 80 80 80 295,000 295,000
831066280 50 50 50 174,000 174,000
831066278 71.7 71.7 71.7 106,000 106,000
371035396 45.62 45.62 45.62 274,000 274,000
101058525 67.21 67.21 67.21 245,500 245,500
101059817 80 80 80 155,000 155,000
101059754 84.69 84.69 84.69 276,000 276,000
101059746 82.39 82.39 82.39 142,000 142,000
101059895 89.46 89.46 89.46 224,000 224,000
101059732 80 80 80 123,000 123,000
101059714 77.78 77.78 77.78 225,000 225,000
101059535 80 80 80 120,000 120,000
101058892 90 90 90 143,000 143,000
101059433 65 65 65 120,000 120,000
351037674 80 80 100 100,000 100,000
101059766 80 80 100 200,000 200,000
631014424 73.53 73.53 73.53 442,000 442,000
871005575 85 85 85 480,000 480,000
101059870 80 80 80 96,000 96,000
101059764 87.33 87.33 87.33 150,000 150,000
551017873 44.05 44.05 44.05 227,000 227,000
631014415 70 70 70 290,000 290,000
101060045 89.36 89.36 89.36 165,000 165,000
101059926 79.87 79.87 79.87 149,000 149,000
101059066 85.63 85.63 85.63 197,000 197,000
211045406 80 80 100 130,000 130,000
551016991 21.74 21.74 21.74 345,000 345,000
551015236 80 80 100 87,000 87,000
621017576 53.33 53.33 53.33 360,000 360,000
101060588 80 80 80 118,000 118,000
101059825 78.41 78.41 78.41 145,000 145,000
101059339 75 75 75 107,000 107,000
61069906 57.45 57.45 57.45 326,000 326,000
631014434 82.5 82.5 82.5 200,000 200,000
661017804 46.36 46.36 46.36 261,000 261,000
101059807 80 80 100 176,000 176,000
101059761 80 80 80 198,000 198,000
351035639 90 90 90 65,000 65,000
101058222 80 80 80 63,000 63,000
101059995 83.81 83.81 83.81 289,000 289,000
101059988 80 80 80 156,696 156,696
101059559 80 80 80 179,000 179,000
101059036 75 75 75 104,000 104,000
61070386 78.95 78.95 78.95 380,000 380,000
551017948 80 80 80 250,000 250,000
101060041 75 75 75 100,000 100,000
831066752 75 75 75 650,000 650,000
611024732 43.53 43.53 43.53 935,000 935,000
631014395 57.69 57.69 57.69 520,000 520,000
671014225 23.81 23.81 23.81 630,000 630,000
101060223 80 80 80 110,000 110,000
111002099 67.29 67.29 67.29 483,000 483,000
551016479 80 80 100 160,000 160,000
371035122 80 80 80 228,500 228,500
101060633 84.95 84.95 84.95 186,000 186,000
101060587 80 80 80 92,000 92,000
101060202 80 80 100 95,400 95,400
101059412 65 65 65 162,000 162,000
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